(a)

(1)

Except as provided in paragraph (5) of this subsection, ''bank holding company'' means any company which has control over any bank or over any company that is or becomes a bank holding company by virtue of this chapter.

(2)

Any company has control over a bank or over any company if -

(A)

the company directly or indirectly or acting through one or more other persons owns, controls, or has power to vote 25 per centum or more of any class of voting securities of the bank or company;

(B)

the company controls in any manner the election of a majority of the directors or trustees of the bank or company; or

(C)

the Board determines, after notice and opportunity for hearing, that the company directly or indirectly exercises a controlling influence over the management or policies of the bank or company.

(3)

For the purposes of any proceeding under paragraph (2)(C) of this subsection, there is a presumption that any company which directly or indirectly owns, controls, or has power to vote less than 5 per centum of any class of voting securities of a given bank or company does not have control over that bank or company.

(4)

In any administrative or judicial proceeding under this chapter, other than a proceeding under paragraph (2)(C) of this subsection, a company may not be held to have had control over any given bank or company at any given time unless that company, at the time in question, directly or indirectly owned, controlled, or had power to vote 5 per centum or more of any class of voting securities of the bank or company, or had already been found to have control in a proceeding under paragraph (2)(C).

(5)

Notwithstanding any other provision of this subsection -

(A)

No bank and no company owning or controlling voting shares of a bank is a bank holding company by virtue of its ownership or control of shares in a fiduciary capacity, except as provided in paragraphs (2) and (3) of subsection (g) of this section. For the purpose of the preceding sentence, bank shares shall not be deemed to have been acquired in a fiduciary capacity if the acquiring bank or company has sole discretionary authority to exercise voting rights with respect thereto; except that this limitation is applicable in the case of a bank or company acquiring such shares prior to December 31, 1970, only if the bank or company has the right consistent with its obligations under the instrument, agreement, or other arrangement establishing the fiduciary relationship to divest itself of such voting rights and fails to exercise that right to divest within a reasonable period not to exceed one year after December 31, 1970.

(B)

No company is a bank holding company by virtue of its ownership or control of shares acquired by it in connection with its underwriting of securities if such shares are held only for such period of time as will permit the sale thereof on a reasonable basis.

(C)

No company formed for the sole purpose of participating in a proxy solicitation is a bank holding company by virtue of its control of voting rights of shares acquired in the course of such solicitation.

(D)

No company is a bank holding company by virtue of its ownership or control of shares acquired in securing or collecting a debt previously contracted in good faith, until two years after the date of acquisition. The Board is authorized upon application by a company to extend, from time to time for not more than one year at a time, the two-year period referred to herein for disposing of any shares acquired by a company in the regular course of securing or collecting a debt previously contracted in good faith, if, in the Board's judgment, such an extension would not be detrimental to the public interest, but no such extension shall in the aggregate exceed three years.

(E)

No company is a bank holding company by virtue of its ownership or control of any State-chartered bank or trust company which -

(i)

is wholly owned by 1 or more thrift institutions or savings banks; and

(ii)

is restricted to accepting -

(I)

deposits from thrift institutions or savings banks;

(II)

deposits arising out of the corporate business of the thrift institutions or savings banks that own the bank or trust company; or

(III)

deposits of public moneys.

(F)

No trust company or mutual savings bank which is an insured bank under the Federal Deposit Insurance Act (12 U.S.C. 1811 et seq.) is a bank holding company by virtue of its direct or indirect ownership or control of one bank located in the same State, if

(i)

such ownership or control existed on December 31, 1970, authorized by applicable State law, and

(ii)

the trust company or mutual savings bank does not after that date acquire an interest in any company that, together with any other interest it holds in that company, will exceed 5 per centum of any class of the voting shares of that company, except that this limitation shall not be applicable to investments of the trust company or mutual savings bank, direct and indirect, which are otherwise in accordance with the limitations applicable to national banks under section 24 of this title.

(6)

For the purposes of this chapter, any successor to a bank holding company shall be deemed to be a bank holding company from the date on which the predecessor company became a bank holding company.

(b)

''Company'' means any corporation, partnership, business trust, association, or similar organization, or any other trust unless by its terms it must terminate within twenty-five years or not later than twenty-one years and ten months after the death of individuals living on the effective date of the trust but shall not include any corporation the majority of the shares of which are owned by the United States or by any State, and shall not include a qualified family partnership. ''Company covered in 1970'' means a company which becomes a bank holding company as a result of the enactment of the Bank Holding Company Act Amendments of 1970 and which would have been a bank holding company on June 30, 1968, if those amendments had been enacted on that date.

(c) Bank Defined. -

For purposes of this chapter -

(1) In general. -

Except as provided in paragraph (2), the term ''bank'' means any of the following:

(A)

An insured bank as defined in section 3(h) of the Federal Deposit Insurance Act (12 U.S.C. 1813(h)).

(B)

An institution organized under the laws of the United States, any State of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands which both -

(i)

accepts demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others; and

(ii)

is engaged in the business of making commercial loans.

(2) Exceptions. -

The term ''bank'' does not include any of the following:

(A)

A foreign bank which would be a bank within the meaning of paragraph (1) solely because such bank has an insured or uninsured branch in the United States.

(B)

An insured institution (as defined in subsection (j) of this section).

(C)

An organization that does not do business in the United States except as an incident to its activities outside the United States.

(D)

An institution that functions solely in a trust or fiduciary capacity, if -

(i)

all or substantially all of the deposits of such institution are in trust funds and are received in a bona fide fiduciary capacity;

(ii)

no deposits of such institution which are insured by the Federal Deposit Insurance Corporation are offered or marketed by or through an affiliate of such institution;

(iii)

such institution does not accept demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others or make commercial loans; and

(iv)

such institution does not -

(I)

obtain payment or payment related services from any Federal Reserve bank, including any service referred to in section 11A of the Federal Reserve Act (12 U.S.C. 248a); or

(II)

exercise discount or borrowing privileges pursuant to section 19(b)(7) of the Federal Reserve Act (12 U.S.C. 461(b)(7)).

(E)

A credit union (as described in section 19(b)(1)(A)(iv) of the Federal Reserve Act (12 U.S.C. 461(b)(1)(A)(iv))).

(F)

An institution, including an institution that accepts collateral for extensions of credit by holding deposits under $100,000, and by other means which -

(i)

engages only in credit card operations;

(ii)

does not accept demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others;

(iii)

does not accept any savings or time deposit of less than $100,000;

(iv)

maintains only one office that accepts deposits; and

(v)

does not engage in the business of making commercial loans.

(G)

An organization operating under section 25 or section 25(a) ^[1] of the Federal Reserve Act.

(H)

An industrial loan company, industrial bank, or other similar institution which is -

(i)

an institution organized under the laws of a State which, on March 5, 1987, had in effect or had under consideration in such State's legislature a statute which required or would require such institution to obtain insurance under the Federal Deposit Insurance Act (12 U.S.C. 1811 et seq.) -

(I)

which does not accept demand deposits that the depositor may withdraw by check or similar means for payment to third parties;

(II)

which has total assets of less than $100,000,000; or

(III)

the control of which is not acquired by any company after August 10, 1987; or

(ii)

an institution which does not, directly, indirectly, or through an affiliate, engage in any activity in which it was not lawfully engaged as of March 5, 1987,

except that this subparagraph shall cease to apply to any institution which permits any overdraft (including any intraday overdraft), or which incurs any such overdraft in such institution's account at a Federal Reserve bank, on behalf of an affiliate if such overdraft is not the result of an inadvertent computer or accounting error that is beyond the control of both the institution and the affiliate, or that is otherwise permissible for a bank controlled by a company described in section 1843(f)(1) of this title.

(I)

The Investors Fiduciary Trust Company, located in Kansas City, Missouri, so long as such institution -

(i)

engages only in trust, fiduciary, and agency activities in which it was lawfully engaged on March 5, 1987;

(ii)

engages in such activities only at the same number of locations at which such activities were conducted on such date;

(iii)

does not accept demand deposits other than demand deposits which are maintained by such institution in -

(I)

a trust or fiduciary capacity;

(II)

the institution's capacity as a custodian or as a paying, transfer, shareholder servicing, securities clearing, escrow, or dividend disbursing agent; or

(III)

any capacity which is incidental to the trust or fiduciary activities of the institution;

(iv)

does not engage in the business of making commercial loans;

(v)

does not exercise discount or borrowing privileges pursuant to section 19(b)(7) of the Federal Reserve Act (12 U.S.C. 461(b)(7)); and

(vi)

is not directly or indirectly controlled by any company other than a company which directly or indirectly controlled such institution on March 5, 1987.

(J)

A savings bank (as defined in section 3(g) of the Federal Deposit Insurance Act (12 U.S.C. 1813(g))) which -

(i)

is an insured bank (as defined in section 3(h) of such Act (12 U.S.C. 1813(h)));

(ii)

is a subsidiary of the Great Western Financial Corporation as a result of an approval in writing by the State bank supervisor of the State of New York before June 30, 1987;

(iii)

meets or exceeds the investment requirements which an insured institution must meet in order to be a qualified thrift lender under section 1730a(o) ^[1] of this title; and

(iv)

does not, directly, or through insurance products such savings bank receives from or provides to the Great Western Financial Corporation, engage in the sale or underwriting of insurance,

except that this subparagraph shall cease to apply with respect to such savings bank or any successor institution if any deposits of any other subsidiary or affiliate of the Great Western Financial Corporation which are subject to an assessment of an insurance premium under subsection (b) or (c) of section 1727 ^[1] of this title are, directly or indirectly by any device whatsoever, transferred to or acquired by such savings bank or any successor institution which would have the effect of materially reducing such premium assessments. The exemption provided by this subparagraph shall cease to apply if Great Western Financial Corporation uses such savings bank or any successor institution as a vehicle to move such Corporation from Federal Savings and Loan Insurance Corporation insurance to Federal Deposit Insurance Corporation insurance.

(3) District bank. -

The term ''District bank'' means any bank operating under the Code of Law for the District of Columbia.

(d)

''Subsidiary'', with respect to a specified bank holding company, means

(1)

any company 25 per centum or more of whose voting shares (excluding shares owned by the United States or by any company wholly owned by the United States) is directly or indirectly owned or controlled by such bank holding company, or is held by it with power to vote;

(2)

any company the election of a majority of whose directors is controlled in any manner by such bank holding company; or

(3)

any company with respect to the management of policies of which such bank holding company has the power, directly or indirectly, to exercise a controlling influence, as determined by the Board, after notice and opportunity for hearing.

(e)

The term ''successor'' shall include any company which acquires directly or indirectly from a bank holding company shares of any bank, when and if the relationship between such company and the bank holding company is such that the transaction effects no substantial change in the control of the bank or beneficial ownership of such shares of such bank. The Board may, by regulation, further define the term ''successor'' to the extent necessary to prevent evasion of the purposes of this chapter.

(f)

''Board'' means the Board of Governors of the Federal Reserve System.

(g)

For the purposes of this chapter -

(1)

shares owned or controlled by any subsidiary of a bank holding company shall be deemed to be indirectly owned or controlled by such bank holding company; and

(2)

shares held or controlled directly or indirectly by trustees for the benefit of

(A)

a company,

(B)

the shareholders or members of a company, or

(C)

the employees (whether exclusively or not) of a company, shall be deemed to be controlled by such company.

(h)

(1)

Except as provided by paragraph (2), the application of this chapter and of section 371c of this title shall not be affected by the fact that a transaction takes place wholly or partly outside the United States or that a company is organized or operates outside the United States.

(2)

Except as provided in paragraph (3), the prohibitions of section 1843 of this title shall not apply to shares of any company organized under the laws of a foreign country (or to shares held by such company in any company engaged in the same general line of business as the investor company or in a business related to the business of the investor company) that is principally engaged in business outside the United States if such shares are held or acquired by a bank holding company organized under the laws of a foreign country that is principally engaged in the banking business outside the United States. For the purpose of this subsection, the term ''section 2(h)(2) company'' means any company whose shares are held pursuant to this paragraph.

(3)

Nothing in paragraph (2) authorizes a section 2(h)(2) company to engage in (or acquire or hold more than 5 percent of the outstanding shares of any class of voting securities of a company engaged in) any banking, securities, insurance, or other financial activities, as defined by the Board, in the United States. This paragraph does not prohibit a section 2(h)(2) company from holding shares that were lawfully acquired before August 10, 1987.

(4)

No domestic office or subsidiary of a bank holding company or subsidiary thereof holding shares of a section 2(h)(2) company may extend credit to a domestic office or subsidiary of such section 2(h)(2) company on terms more favorable than those afforded similar borrowers in the United States.

(5)

No domestic banking office or bank subsidiary of a bank holding company that controls a section 2(h)(2) company may offer or market products or services of such section 2(h)(2) company, or permit its products or services to be offered or marketed by or through such section 2(h)(2) company, unless such products or services were being so offered or marketed as of March 5, 1987, and then only in the same manner in which they were being offered or marketed as of that date.

(i) Thrift Institution. -

For purposes of this chapter, the term ''thrift institution'' means -

(1)

any domestic building and loan or savings and loan association;

(2)

any cooperative bank without capital stock organized and operated for mutual purposes and without profit;

(3)

any Federal savings bank; and

(4)

any State-chartered savings bank the holding company of which is registered pursuant to section 1730a ^[2] of this title.

(j) Definition of Savings Associations and Related Term. -

The term ''savings association'' or ''insured institution'' means -

(1)

any Federal savings association or Federal savings bank;

(2)

any building and loan association, savings and loan association, homestead association, or cooperative bank if such association or cooperative bank is a member of the Savings Association Insurance Fund; and

(3)

any savings bank or cooperative bank which is deemed by the Director of the Office of Thrift Supervision to be a savings association under section 1467a(l) of this title.

(k) Affiliate. -

For purposes of this chapter, the term ''affiliate'' means any company that controls, is controlled by, or is under common control with another company.

(l) Savings Bank Holding Company. -

For purposes of this chapter, the term ''savings bank holding company'' means any company which controls one or more qualified savings banks if the aggregate total assets of such savings banks constitute, upon formation of the holding company and at all times thereafter, at least 70 percent of the total assets of such company.

(m) Qualified Savings Bank. -

For purposes of this chapter, the term ''qualified savings bank'' -

(1)

means any savings bank (as defined in section 3(g) of the Federal Deposit Insurance Act (12 U.S.C. 1813(g))) which was organized on or before March 5, 1987; and

(2)

includes any cooperative bank that is an insured bank (as defined in section 3(h) of the Federal Deposit Insurance Act (12 U.S.C. 1813(h))) and any interim savings bank that is established to facilitate a corporate reorganization, or the formation of a holding company, involving a savings bank described in paragraph (1).

(n) Incorporated Definitions. -

For purposes of this chapter, the terms ''depository institution'', ''insured depository institution'', ''appropriate Federal banking agency'', ''default'', ''in danger of default'', and ''State bank supervisor'' have the same meanings as in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(o) Other Definitions. -

For purposes of this chapter, the following definitions shall apply:

(1) Capital terms. -

(A) Insured depository institutions. -

With respect to insured depository institutions, the terms ''well capitalized'', ''adequately capitalized'', and ''undercapitalized'' have the same meanings as in section 38 of the Federal Deposit Insurance Act (12 U.S.C. 1831o).

(B) Bank holding company. -

(i) Adequately capitalized. -

With respect to a bank holding company, the term ''adequately capitalized'' means a level of capitalization which meets or exceeds all applicable Federal regulatory capital standards.

(ii) Well capitalized. -

A bank holding company is ''well capitalized'' if it meets the required capital levels for well capitalized bank holding companies established by the Board.

(C) Other capital terms. -

The terms ''Tier 1'' and ''risk-weighted assets'' have the meanings given those terms in the capital guidelines or regulations established by the Board for bank holding companies.

(2) Antitrust laws. -

Except as provided in section 1849 of this title, the term ''antitrust laws'' -

(A)

has the same meaning as in subsection (a) of section 12 of title 15; and

(B)

includes section 45 of title 15 to the extent that such section 45 relates to unfair methods of competition.

(3) Branch. -

The term ''branch'' means a domestic branch (as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813)).

(4) Home state. -

The term ''home State'' means -

(A)

with respect to a national bank, the State in which the main office of the bank is located;

(B)

with respect to a State bank, the State by which the bank is chartered; and

(C)

with respect to a bank holding company, the State in which the total deposits of all banking subsidiaries of such company are the largest on the later of -

(i)

July 1, 1966; or

(ii)

the date on which the company becomes a bank holding company under this chapter.

(5) Host state. -

The term ''host State'' means -

(A)

with respect to a bank, a State, other than the home State of the bank, in which the bank maintains, or seeks to establish and maintain, a branch; and

(B)

with respect to a bank holding company, a State, other than the home State of the company, in which the company controls, or seeks to control, a bank subsidiary.

(6) Out-of-state bank. -

The term ''out-of-State bank'' means, with respect to any State, a bank whose home State is another State.

(7) Out-of-state bank holding company. -

The term ''out-of-State bank holding company'' means, with respect to any State, a bank holding company whose home State is another State.

(8) Lead insured depository institutions. -

(A) In general. -

The term ''lead insured depository institution'' means the largest insured depository institution controlled by the subject bank holding company at any time, based on a comparison of the average total risk-weighted assets controlled by each insured depository institution during the previous 12-month period.

(B) Branch or agency. -

For purposes of this paragraph and section 1843(j)(4) of this title, the term ''insured depository institution'' includes any branch or agency operated in the United States by a foreign bank.

(9) Well managed. -

The term ''well managed'' means -

(A)

in the case of any company or depository institution which receives examinations, the achievement of -

(i)

a CAMEL composite rating of 1 or 2 (or an equivalent rating under an equivalent rating system) in connection with the most recent examination or subsequent review of such company or institution; and

(ii)

at least a satisfactory rating for management, if such rating is given; or

(B)

in the case of a company or depository institution that has not received an examination rating, the existence and use of managerial resources which the Board determines are satisfactory.

(10) Qualified family partnership. -

The term ''qualified family partnership'' means a general or limited partnership that the Board determines -

(A)

does not directly control any bank, except through a registered bank holding company;

(B)

does not control more than 1 registered bank holding company;

(C)

does not engage in any business activity, except indirectly through ownership of other business entities;

(D)

has no investments other than those permitted for a bank holding company pursuant to section 1843(c) of this title;

(E)

is not obligated on any debt, either directly or as a guarantor;

(F)

has partners, all of whom are either -

(i)

individuals related to each other by blood, marriage (including former marriage), or adoption; or

(ii)

trusts for the primary benefit of individuals related as described in clause (i); and

(G)

has filed with the Board a statement that includes -

(i)

the basis for the eligibility of the partnership under subparagraph (F);

(ii)

a list of the existing activities and investments of the partnership;

(iii)

a commitment to comply with this paragraph;

(iv)

a commitment to comply with section 7 of the Federal Deposit Insurance Act (12 U.S.C. 1817) with respect to any acquisition of control of an insured depository institution occurring after September 30, 1996; and

(v)

a commitment to be subject, to the same extent as if the qualified family partnership were a bank holding company -

(I)

to examination by the Board to assure compliance with this paragraph; and

(II)

to section 8 of the Federal Deposit Insurance Act (12 U.S.C. 1818).

(p) Financial Holding Company. -

For purposes of this chapter, the term ''financial holding company'' means a bank holding company that meets the requirements of section 1843(l)(1) of this title.

(q) Insurance Company. -

For purposes of sections 1843 and 1844 of this title, the term ''insurance company'' includes any person engaged in the business of insurance to the extent of such activities.