LBD15516-02-0
S. 7446 2
INTENDENT DETERMINES THAT IT WOULD BE IN THE PUBLIC INTEREST TO DEEM
SUCH A CORPORATION TO CONSTITUTE A COMPANY, or (b) any corporation or
community chest, fund, or foundation, organized and operated exclusively
for religious, charitable, or educational purposes, no part of the net
earnings of which inures to the benefit of any private stockholder or
individual, and no substantial part of the activities of which is the
carrying on of propaganda, or otherwise attempting to influence legis-
lation UNLESS THE SUPERINTENDENT DETERMINES THAT IT WOULD BE IN THE
PUBLIC INTEREST TO DEEM SUCH A CORPORATION, COMMUNITY CHEST, FUND, OR
FOUNDATION TO CONSTITUTE A COMPANY, or (c) any corporation or partner-
ship owning or controlling stock acquired in connection with an under-
writing of securities and which is held only for such period of time as
will permit the sale thereof upon a reasonable basis.
3. "Bank holding company," when used in this article, means any compa-
ny which (a) directly or indirectly, or through a subsidiary or subsid-
iaries, owns, controls, or holds with power to vote (i) [more than] ten
per centum OR MORE of the voting stock of a company which is or becomes
a bank holding company by virtue of this article, or (ii) ten per centum
or more of the voting stock of [each of two or more] A banking [insti-
tutions] INSTITUTION, [or (iii) if such company is a banking institu-
tion, more than ten per centum of the voting stock of any one banking
institution,] or (b) controls in any manner the election of a majority
of the directors of (i) [each of two or more] A banking [institutions]
INSTITUTION, OR (ii) a company which is or becomes a bank holding compa-
ny by virtue of this article, [or (iii) if such company is a banking
institution, another banking institution,] or (c) is a company, [if such
company is not a banking institution,] for the benefit of whose stock-
holders or members ten per centum or more of the voting stock of [each
of two or more] A banking [institutions] INSTITUTION or of a company
which is or becomes a bank holding company by virtue of this article is
held, directly or indirectly, by a trustee or trustees, or (d) [is a
company for the benefit of whose stockholders or members, if such compa-
ny is a banking institution, ten per centum or more of the voting stock
of any other banking institution, or ten per centum or more of the
voting stock of any company which is or becomes a bank holding company
by virtue of this article, is hereafter acquired and held by a trustee
or trustees, or (e)] through a combination of (i) ownership, control or
holding, directly or indirectly, of voting stock and (ii) voting stock
[hereinafter acquired] and held, directly or indirectly, by a trustee or
trustees for the benefit of the members or stockholders of such company,
if such voting stock is voting stock of one or more banking institutions
or of one of more companies which are or become bank holding companies
by virtue of this article, as the case may be, is a company which would
be a bank holding company if the aggregate of such voting stock were
either entirely owned, controlled or held, directly or indirectly, by
such company or entirely held, directly or indirectly, by a trustee or
trustees for the benefit of the members or stockholders of such company.
Notwithstanding the foregoing, no company shall be a bank holding compa-
ny by virtue of its ownership or control of EITHER stock ACQUIRED in a
fiduciary capacity, except where such stock is held for the benefit of
the stockholders or members of such company[, nor shall any]; OR VOTING
RIGHTS OF STOCK ACQUIRED IN THE COURT OF A PROXY SOLICITATION BY A
company formed and operated for the sole purpose of participating in [a]
proxy [solicitation be a bank holding company] SOLICITATIONS by virtue
of its control of voting rights of stock in any banking institution or
S. 7446 3
bank holding company acquired in the course of such [solicitation]
SOLICITATIONS.
4. [The term "successor" shall include any company which acquired,
directly or indirectly, from a bank holding company, stock of any bank-
ing institution, 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 banking institution or benefi-
cial ownership of the stock thereof. The banking board may, by regu-
lation adopted by a three-fifths vote of all the members thereof,
further define the term "successor" to the extent necessary to effectu-
ate, or to prevent evasion of, the purposes of this article.
5.] "Subsidiary," when used in this article, means (a) any company ten
per centum or more of whose voting stock is directly or indirectly, or
through a subsidiary or subsidiaries, owned, controlled, or held with
power to vote, by a bank holding company; or (b) any company the
election of a majority of whose directors is controlled in any manner by
a bank holding company; or (c) any company ten per centum or more of
whose voting stock is directly or indirectly owned, controlled, or held
with power to vote, by a trustee or trustees for the benefit of the
stockholders or members of a bank holding company; or (d) any company at
least ten per centum of the voting stock of which is directly or indi-
rectly, or through a subsidiary or subsidiaries, owned, controlled or
held with power to vote by a combination of a bank holding company and
by a trustee or trustees for the benefit of the stockholders or members
of such bank holding company. For purposes of this subdivision [five],
voting stock shall not be deemed to include voting stock owned by the
United States or by any company wholly owned by the United States. Any
company having any of the relationships with a bank holding company
described in clauses (a), (b), (c) or (d) of this subdivision [five]
shall be deemed to be a subsidiary of such bank holding company.
[6. ] 5. "Doing business," when used in this article, shall include
the maintenance by a foreign company of [its principal] A place of busi-
ness in this state, or the conduct by a foreign company of operations in
this state, or the acquisition, owning or holding by a foreign company
of any stock or assets of any banking institution or any company which
directly or indirectly owns, controls or holds with power to vote ten
per centum or more of the voting stock of a banking institution.
[7.] 6. "Banking subsidiary," when used in this article, means a
subsidiary that is a banking institution, and a "non-banking subsidiary"
means a subsidiary that is not a banking institution.
[8. "Out-of-state bank holding company", when used in this article,
means a bank holding company as defined in Title twelve United States
Code Section 1841 which conducted its principal banking business in a
state other than this state or in the District of Columbia on July
first, nineteen hundred sixty-six or the date on which such company
became a bank holding company, whichever was the last to occur. The
jurisdiction in which an out-of-state bank holding company conducts its
principal banking business is that state or the District of Columbia in
which the total deposits of such company and its banking subsidiaries
are largest.]
S 2. Section 142 of the banking law, as added by chapter 146 of the
laws of 1961, subdivision 1 as amended by section 18 of part O of chap-
ter 59 of the laws of 2006, subdivision 2 as amended by chapter 702 of
the laws of 2006 and paragraph (b) of subdivision 3 as amended by chap-
ter 256 of the laws of 1986, is amended to read as follows:
S. 7446 4
S 142. Limitations on, and regulation of, bank holding companies. 1.
[It shall be unlawful except with the prior approval of the banking
board by a three-fifths vote of all the members thereof (a) for any
action to be taken that causes any company to become a bank holding
company; (b) for any action to be taken that causes a banking institu-
tion to become, or to be merged or consolidated with, a subsidiary of a
bank holding company; (c) for any bank holding company, or for any trus-
tee or trustees acting for the benefit of the stockholders or members of
any bank holding company, to acquire direct or indirect ownership or
control of any voting stock of any banking institution if, after such
acquisition, such company or such trustee or trustees or both will
directly or indirectly own, control or hold more than five per centum of
the voting stock of such banking institution; (d) for any bank holding
company or subsidiary thereof to acquire all or substantially all of the
assets of a banking institution; or (e) for any bank holding company to
merge or consolidate with another bank holding company. For the purposes
of this section, the term "bank holding company" shall be deemed to
include any successor thereof. Any company desiring to take any action
requiring approval under this subdivision shall submit an application
therefor, in writing, to the superintendent and pay to the superinten-
dent an investigation fee as prescribed pursuant to section eighteen-a
of this chapter to the superintendent. If such action includes the
acquisition of all the capital stock of one or more corporations organ-
ized under or subject to the provisions of article three, six or ten of
this chapter, there shall be submitted in duplicate together with such
application a written plan of acquisition of such stock in a form satis-
factory to the superintendent and containing the information required by
subdivision one of section one hundred forty-three-a of this article and
a certificate which complies with the provisions of subdivision two of
said section one hundred forty-three-a. Upon receipt of such applica-
tion, the superintendent shall post notice of the receipt thereof upon
the bulletin board of the banking department. The superintendent shall
submit such application together with his or her recommendations in
regard thereto and all papers, correspondence and other information in
his or her possession and relating thereto, to the banking board which
shall by order grant or deny the application and shall state the reasons
for such grant or denial. An order granting such application may be made
only by three-fifths vote of all the members thereof. An order shall be
issued within one hundred twenty days after the date of the submission
of the application to the superintendent and a copy thereof shall be
posted upon the bulletin board of the banking department. In determining
whether or not to approve any such application, the banking board shall
take into consideration (i) the declaration of policy contained in
section ten of this chapter, (ii) whether the effect of such action
shall be either to result in the formation of a bank holding company or
to expand the size or extent of the resulting or acquiring bank holding
company beyond limits consistent with adequate or sound banking and the
preservation thereof, or result in a concentration of assets beyond
limits consistent with effective competition, (iii) whether such forma-
tion, merger, consolidation or acquisition may result in such a lessen-
ing of competition as to be injurious to the interest of the public or
tend toward monopoly, and (iv) primarily, the public interest and the
needs and convenience thereof.
2. The limitations in subdivision one of this section and the
provisions of section one hundred forty-three-b of this article shall
not apply to (a) stock acquired by a banking institution in good faith
S. 7446 5
in a fiduciary capacity, except where such stock is held for the benefit
of the stockholders of such banking institutions, or (b) stock acquired
by a banking institution in settlement or reduction of a loan, or
advance of credit, or in exchange for an investment previously made in
good faith and in the ordinary course of business, where such acquisi-
tion of stock is necessary in order to minimize or avoid loss in
connection with any such loan, advance of credit, or investment previ-
ously made in good faith and in the ordinary course of business, but any
stock so acquired after the effective date of this act shall be disposed
of within a period of two years from the date upon which it was acquired
unless the superintendent shall authorize such banking institution, in
writing, to hold such stock for a longer period, or (c) additional stock
acquired by a bank holding company or a subsidiary thereof in a banking
institution in which such bank holding company or subsidiary owned or
controlled ten per centum of the voting stock prior to such acquisition,
or (d) stock dividends, stock splits or additional stock acquired by a
bank holding company, or by any subsidiary thereof, in the exercise of
its pre-emptive right as a stockholder, (e) any merger or consolidation
between banking institutions that are subsidiaries of the same bank
holding company, or any acquisition by a banking institution of all or
substantially all of the assets of another banking institution that is a
subsidiary of the same bank holding company, or, (f) for a period of six
months from the date of qualification thereof and for such additional
period of time as the superintendent may prescribe in writing, the
acquisition of control of a banking institution or bank holding company
by a legal representative. For purposes of this subdivision, "legal
representative" shall have the same meaning as prescribed in subdivision
five of section one hundred forty-three-b of this article.
3. (a)] It shall be unlawful for any person knowingly to borrow,
directly or indirectly, any money or property for the purpose of enabl-
ing such person to pay for or to hold shares of stock of a bank holding
company from any subsidiary of such bank holding company, unless such
borrowing is made upon security having an ascertained market value of at
least fifteen per centum more than the amount thereof. Any person know-
ingly violating the provisions of this [paragraph (a) of this] subdivi-
sion [three] shall, for each offense, forfeit to the people of the state
twice the amount of such borrowing.
[(b)] 2. Except in conformity with such rules and regulations as may
be promulgated by the superintendent, it shall be unlawful for any exec-
utive officer or director of a bank holding company to borrow any sum of
money from any subsidiary of such bank holding company. Every executive
officer or director of such bank holding company violating the
provisions of this [paragraph] SUBDIVISION shall, for each offense,
forfeit to the people of the state twice the amount of such borrowing or
borrowings.
S 3. Subdivision 2 of section 142-a of the banking law is REPEALED and
subdivisions 3 and 4, as added by chapter 380 of the laws of 1971 and as
renumbered by chapter 9 of the laws of 1996, are amended to read as
follows:
[3.] 2. As used in this section, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a banking institution,
whether through the ownership of voting stock of such banking institu-
tion, the ownership of voting stock of any company which possesses such
power or otherwise. Control shall be presumed to exist if any company,
directly or indirectly, owns, controls or holds with the power to vote
S. 7446 6
ten per centum or more of the voting stock of any banking institution or
of any company which owns, controls or holds with power to vote ten
[percentum] PERCENT or more of the voting stock of such banking institu-
tion, but no person shall be deemed to control a banking institution
solely by reason of his being an officer or director of such banking
institution or company. AS USED IN THIS SECTION, THE TERMS "BANK HOLD-
ING COMPANY" AND "BANKING INSTITUTION" SHALL HAVE THE MEANINGS AS
DEFINED IN SECTION ONE HUNDRED FORTY-ONE OF THIS ARTICLE, EXCEPT THAT
THE DEFINITION OF "BANK HOLDING COMPANY" IS MODIFIED TO CHANGE THE
PHRASE "A BANKING INSTITUTION" WHEREVER IT APPEARS THEREIN TO "ONE OR
MORE BANKING INSTITUTIONS" AND THE DEFINITION OF "BANKING INSTITUTION"
IS MODIFIED TO ADD A NATIONAL BANKING ASSOCIATION, THE PRINCIPAL OFFICE
OF WHICH IS LOCATED IN THIS STATE.
[4.] 3. As used in this section, the term "village" shall mean either
an incorporated or unincorporated village.
S 4. Subdivision 2 of section 143 of the banking law is renumbered
subdivision 1 and subdivision 3, as added by chapter 255 of the laws of
1973 and paragraph (a) of subdivision 3 as amended by chapter 702 of the
laws of 2006, is amended to read as follows:
[3.] 2. (a) No executive officer of a bank holding company may be an
executive officer or director of another bank holding company or of a
bank or trust company, savings bank, OR savings and loan association, OR
OF A national bank [located in this state, federal savings and loan
association located in this state], FEDERAL SAVINGS BANK OR FEDERAL
SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH IS LOCATED IN THIS
STATE, or OF A foreign banking corporation maintaining a branch in this
state, unless permission therefor has been granted by the banking board
pursuant to the provisions of paragraph (b) of this subdivision, except
that an executive officer of a bank holding company may be (i) an execu-
tive officer and (ii) a director of one or more banking institutions or
bank holding companies which are subsidiaries of such bank holding
company[; provided, however, that an executive officer of a bank holding
company, who on the effective date of this act is an executive officer
or director of another bank holding company or of a bank or trust compa-
ny, or of a savings bank, savings and loan association, national bank
located in this state, federal savings and loan association located in
this state or foreign banking corporation maintaining a branch in this
state, may continue to hold such other office, without permission from
the banking board, until the expiration of the term of such office or
the close of business on the last day of December, nineteen hundred
seventy-four, whichever occurs sooner].
(b) The banking board shall have the power to determine by regulation
who shall be considered, under the provisions of this subdivision, to be
an executive officer, and by a general or specific regulation, upon a
three-fifths vote of all its members, to grant permission to an execu-
tive officer of a bank holding company to be at the same time an execu-
tive officer, director or trustee or both an executive officer and a
director or a trustee of another bank holding company or of a bank or
trust company, savings bank, savings and loan association, national bank
located in this state, federal savings and loan association located in
this state or foreign banking corporation maintaining a branch in this
state. Such permission may be granted only if in the judgment of the
banking board such service by the executive officer will be consistent
with the policy of the state of New York as declared in section ten of
this chapter. The banking board shall have the power to revoke such
permission by a like vote whenever it finds, after a reasonable notice
S. 7446 7
and an opportunity to be heard, that the public interest requires such
revocation.
(c) For the purposes of this subdivision, the terms "subsidiary",
"banking institution" and "bank holding company" shall each be given the
same meaning as is contained in their respective definition in section
one hundred forty-one of this [chapter] ARTICLE, except that the defi-
nition of ["bank holding company" is modified by deleting the phrase
"each of two or more" and substituting the word "institution" for
"institutions", and the definition of] the term "banking institution" is
modified to include NATIONAL BANK, FEDERAL SAVINGS BANK OR FEDERAL
SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH INSTITUTION IS
LOCATED IN THIS STATE, AND a foreign banking corporation maintaining a
branch in this state.
(d) All other restrictions and limitations imposed by this chapter on
executive officers and directors of bank holding companies shall contin-
ue in effect.
S 5. Subdivisions 1, 3 and 4 of section 143-a of the banking law,
subdivision 1 as amended by chapter 1 of the laws of 1984, the opening
paragraph of subdivision 1 and subdivision 3 as amended by chapter 702
of the laws of 2006, the closing paragraph of subdivision 1 as amended
by section 19 of part O of chapter 59 of the laws of 2006 and subdivi-
sion 4 as amended by chapter 52 of the laws of 1968, are amended to read
as follows:
1. A company having capital stock OR MEMBERSHIP INTERESTS may acquire
all the capital stock OR MEMBERSHIP INTERESTS of one or more corpo-
rations organized under or subject to the provisions of article three,
six, or ten of this chapter, provided THAT (a) [that] such corporation
or corporations are directly or indirectly controlled prior to such
acquisition by the persons or entities that directly or indirectly
control such company and (b) [that] such persons or entities will
continue to control such company thereafter. Such company and such
corporation or corporations shall submit in duplicate to the superinten-
dent a written plan of acquisition of such stock. Such plan shall be in
form satisfactory to the superintendent, shall specify each corporation
the stock of which is to be acquired by the company and shall prescribe
the terms and conditions of the acquisition and the mode of carrying it
into effect, including the manner of exchanging the shares of each of
the corporations for shares or other securities of the company. Any such
plan may provide for the payment of cash in lieu of the issuance of
fractional shares of the company.
At the time of submission to the superintendent of the written plan of
acquisition of stock, an investigation fee as prescribed pursuant to
section eighteen-a of this chapter shall be paid to the superintendent[;
provided, however, that if the plan of acquisition has been submitted in
connection with an application submitted by the company pursuant to
section one hundred forty-two of this article, no investigation fee
shall be payable pursuant to this section].
3. If no action to be taken pursuant to the plan of acquisition
requires the prior approval of the banking board pursuant to section
[one hundred forty-two or] one hundred forty-three-b of this article,
the superintendent shall approve or disapprove of a proposed plan of
acquisition within one hundred twenty days after the submission of such
plan of acquisition [to him], and in determining whether or not to
approve any such plan the superintendent shall take into consideration
the declaration of policy contained in section ten of this chapter. If
any action to be taken pursuant to the plan of acquisition requires such
S. 7446 8
prior approval of the banking board, the superintendent shall submit
such plan of acquisition together with his OR HER recommendations in
regard thereto and all papers, correspondence and other information in
his OR HER possession and relating thereto, to the banking board for its
approval or disapproval as part of the application submitted to it
pursuant to [said] SUCH section [one hundred forty-two or] one hundred
forty-three-b. If the superintendent or the banking board, AS REQUIRED,
shall approve such plan of acquisition, the superintendent shall file
the plan, together with such certificates and the original of the
approval of the superintendent or a certified copy of the approving
resolution of the banking board, in the office of the superintendent.
Upon such filing in the office of the superintendent, the plan, and the
acquisitions provided for therein, shall become effective, unless a
later date is specified in the plan, in which event the plan and such
acquisitions shall become effective upon such later date.
4. Any stockholder of any such corporation, entitled to vote on such
plan of acquisition, who does not assent thereto shall, subject to and
by complying with section six thousand twenty-two of this chapter, have
the right to receive payment of the fair value of [his] SUCH STOCKHOLD-
ER'S shares and the other rights and benefits provided by such section.
S 6. Subdivisions 1 and 4 of section 143-b of the banking law, subdi-
vision 1 as amended by chapter 793 of the laws of 1980 and subdivision 4
as added by chapter 950 of the laws of 1969, are amended to read as
follows:
1. It shall be unlawful except with the prior approval of the banking
board by a three-fifths vote of all the members thereof for any company
to acquire control of any banking institution, directly or indirectly,
provided, however, that the provisions of this section shall not apply
to a [bank holding company, a] company which has submitted to the super-
intendent a plan of acquisition pursuant to section one hundred forty-
three-a [or stock described in subdivision two of section one hundred
forty-two] OF THIS ARTICLE FOR AN ACQUISITION NOT INVOLVING A CHANGE OF
CONTROL OF THE BANKING INSTITUTION. As used in this section, the term
"control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a bank-
ing institution, whether through the ownership of voting stock of such
banking institution, the ownership of voting stock of any company which
possesses such power or otherwise. Control shall be presumed to exist if
any company, directly or indirectly, owns, controls or holds with the
power to vote ten per centum or more of the voting stock of any banking
institution or of any company which owns, controls or holds with power
to vote ten per centum or more of the voting stock of such banking
institution, but no person shall be deemed to control a banking institu-
tion solely by reason of his OR HER being an officer or director of such
banking institution or company. The superintendent may in his OR HER
discretion, upon the application of a banking institution or any company
which, directly or indirectly, owns, controls or holds with power to
vote or seeks to own, control or hold with power to vote any voting
stock of such banking institution, determine whether or not the owner-
ship, control or holding of such voting stock would constitute control
of such banking institution for purposes of this section.
4. [This section shall not apply to the exercise of control in a
national banking association if the acquisition of such control or its
exercise is subject to approval or disapproval pursuant to federal law.]
A COMPANY DOES NOT CONTROL A BANKING INSTITUTION BY VIRTUE OF ITS OWNER-
SHIP OR CONTROL OF: (A) STOCK ACQUIRED BY A COMPANY IN GOOD FAITH IN A
S. 7446 9
FIDUCIARY CAPACITY, EXCEPT WHERE SUCH STOCK IS HELD FOR THE BENEFIT OF
STOCKHOLDERS OR MEMBERS OF SUCH COMPANY; (B) VOTING RIGHTS OF STOCK
ACQUIRED IN THE COURSE OF A PROXY SOLICITATION BY A COMPANY FORMED FOR
THE SOLE PURPOSE OF PARTICIPATING IN PROXY SOLICITATIONS BY VIRTUE OF
ITS CONTROL OF VOTING RIGHTS OF STOCK ACQUIRED IN THE COURSE OF SUCH
SOLICITATION; (C) STOCK ACQUIRED BY A COMPANY 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; (D) STOCK
ACQUIRED BY A COMPANY IN SETTLEMENT OR REDUCTION OF A LOAN, OR ADVANCE
OF CREDIT, OR IN EXCHANGE FOR AN INVESTMENT PREVIOUSLY MADE IN GOOD
FAITH AND IN THE ORDINARY COURSE OF BUSINESS, PROVIDED THAT ANY STOCK SO
ACQUIRED SHALL BE DISPOSED OF WITHIN A PERIOD OF TWO YEARS FROM THE DATE
UPON WHICH IT WAS ACQUIRED UNLESS THE SUPERINTENDENT SHALL, IN WRITING,
AUTHORIZE SUCH BANKING INSTITUTION TO HOLD SUCH STOCK FOR A LONGER PERI-
OD; OR (E) STOCK DIVIDENDS, STOCK SPLITS, OR ADDITIONAL STOCK ACQUIRED
BY A BANK HOLDING COMPANY, OR BY ANY SUBSIDIARY THEREOF, IN EXERCISE OF
ITS PREEMPTIVE RIGHT AS A STOCKHOLDER.
S 7. Section 144 of the banking law is REPEALED.
S 8. Subdivision 6 of section 39 of the banking law, as amended by
section 1 of part FF of chapter 59 of the laws of 2004, is amended to
read as follows:
6. As used in this section, "bank holding company" shall have the same
meaning as that term is defined in section one hundred forty-one of this
chapter[, except that such definition is modified by deleting the phrase
"each of two or more" and substituting the word "institution" for
"institutions"].
S 9. Paragraph (b) of subdivision 8 of section 100-c of the banking
law, as added by chapter 239 of the laws of 1986, is amended to read as
follows:
(b) For the purpose of this subdivision, (i) the term "bank holding
company" shall be given the same meaning as is contained in the defi-
nition of such term in section one hundred forty-one of this chapter,
[except that such definition is modified by substituting the words "a
banking institution" for the phrase "each of two or more banking insti-
tutions" wherever such phrase appears,] and (ii) the term "trust compa-
ny" shall be given the same meaning as is contained in the definition of
such term in subdivision seven of this section, except that such term
shall be deemed to include, in addition to the entities listed in such
subdivision, any banking, trust or financial company, corporation or
association, organized under the laws of the United States, whether or
not having its principal office outside this state, or of any state of
the United States, which is duly authorized to exercise fiduciary
powers.
S 10. Paragraph (a) of subdivision 1 of section 105 of the banking
law, as amended by chapter 380 of the laws of 1971 and as designated by
chapter 9 of the laws of 1996, is amended to read as follows:
(a) No bank or trust company or officer, director, agent or employee
thereof, shall transact any part of its usual business of banking at any
place other than its principal office, except that a bank or trust
company may open and occupy one or more branch offices at any location
in the state, provided: (i) that the requirements of section twenty-nine
of this chapter are met and (ii) that, except for the city or village in
which its principal office is located, in no event shall a branch be
opened and occupied pursuant to this subdivision in a city or village
with a population of fifty thousand or less in which is already located
the principal office of another bank, trust company or national banking
S. 7446 10
association, other than a bank holding company, if such bank holding
company is a banking institution, or a banking subsidiary of a bank
holding company (as such terms "bank holding company", "banking institu-
tion" and "banking subsidiary" are defined in [article three-A] SECTION
ONE HUNDRED FORTY-ONE of this chapter) EXCEPT THAT THE DEFINITION OF
"BANK HOLDING COMPANY" IS MODIFIED TO CHANGE THE PHRASE "A BANKING
INSTITUTION" WHEREVER IT APPEARS THEREIN TO "ONE OR MORE BANKING INSTI-
TUTIONS" AND THE DEFINITION OF "BANKING INSTITUTION" IS MODIFIED TO ADD
A NATIONAL BANKING ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH INSTITU-
TION IS LOCATED IN THIS STATE, except, in the case of a conversion
pursuant to the provisions of this article, branch offices occupied
immediately prior thereto or except for the purpose of acquiring by
merger, sale or otherwise the business and property of a bank, trust
company or national banking association, whether in liquidation or doing
business in the usual course.
S 11. Paragraph (c) of subdivision 2 of section 240 of the banking
law, as amended by chapter 380 of the laws of 1971 and as relettered by
chapter 9 of the laws of 1996, is amended to read as follows:
(c) Except for the city or village in which its principal office is
located, no branch office may be opened and occupied pursuant to para-
graph (a) of this subdivision in any city or village with a population
of fifty thousand or less and in which is ALREADY located the principal
office of a bank, trust company or national banking association, other
than a bank holding company, if such bank holding company is a banking
institution, or a banking subsidiary of a bank holding company, as such
terms "bank holding company", "banking institution" and "banking subsid-
iary" are defined in [article three-A] SECTION ONE HUNDRED FORTY-ONE of
this chapter EXCEPT THAT THE DEFINITION OF "BANK HOLDING COMPANY" IS
MODIFIED TO CHANGE THE PHRASE "A BANKING INSTITUTION" WHEREVER IT
APPEARS THEREIN TO "ONE OR MORE BANKING INSTITUTIONS" AND THE DEFINITION
OF "BANKING INSTITUTION" IS MODIFIED TO ADD A NATIONAL BANKING ASSOCI-
ATION, THE PRINCIPAL OFFICE OF WHICH INSTITUTION IS LOCATED IN THIS
STATE.
S 12. Paragraph (b) of subdivision 2 of section 396 of the banking
law, as amended by chapter 349 of the laws of 1986, is amended to read
as follows:
(b) Except for the city or village in which its principal office is
located, no branch office may hereafter be opened and occupied pursuant
to paragraph (a) of this subdivision in any city or village with a popu-
lation of less than thirty thousand and in which is ALREADY located the
principal office of a bank, trust company or national banking associ-
ation, other than a bank holding company, if such bank holding company
is a banking institution, or a banking subsidiary of a bank holding
company, as such terms "bank holding company", "banking institution" and
"banking subsidiary" are defined in [article three-A] SECTION ONE
HUNDRED FORTY-ONE of this chapter EXCEPT THAT THE DEFINITION OF "BANK
HOLDING COMPANY" IS MODIFIED TO CHANGE THE PHRASE "A BANKING INSTITU-
TION" WHEREVER IT APPEARS THEREIN TO "ONE OR MORE BANKING INSTITUTIONS"
AND THE DEFINITION OF "BANKING INSTITUTION" IS MODIFIED TO ADD A
NATIONAL BANKING ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH INSTITUTION
IS LOCATED IN THIS STATE.
S 13. Paragraphs (a), (b) and (c) of subdivision 3 of section 130 of
the banking law, as added by chapter 255 of the laws of 1973, are
amended to read as follows:
(a) No executive officer of a bank or trust company may be an execu-
tive officer, director or trustee of another bank or trust company,
S. 7446 11
savings bank, savings and loan association, national bank [in this
state, federal savings and loan association], FEDERAL SAVINGS BANK OR
FEDERAL SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH INSTITUTION
IS located in this state, bank holding company or foreign banking corpo-
ration maintaining a branch in this state, unless permission therefor
has been granted by the banking board pursuant to the provisions of
[subparagraph] PARAGRAPH (b) of this subdivision, except that [(1)] an
executive officer of a bank or trust company which is a subsidiary of a
bank holding company may be (i) an executive officer and (ii) a director
of the bank holding company and of one or more banking institutions
which are subsidiaries of such bank holding company[; and (2) an execu-
tive officer of a bank or trust company owned by savings banks pursuant
to subdivision eighteen of section two hundred thirty-five, or by
savings and loan associations or federal savings and loan associations
located in this state pursuant to section three hundred seventy-nine-a,
may be (i) an executive officer and (ii) a director or trustee of one of
the stockholders of such a bank or trust company of which he is an exec-
utive officer; provided, however, that except as stated in the foregoing
exceptions, an executive officer of a bank or trust company, who on the
effective date of this act is an executive officer, director or trustee
of another bank or trust company, savings bank, savings and loan associ-
ation, national bank located in this state, federal savings and loan
association located in this state, bank holding company or foreign bank-
ing corporation maintaining a branch in this state, may continue to hold
such other office, without permission from the banking board, until the
expiration of the term of such office or the close of business on the
last day of December, nineteen hundred seventy-four, whichever occurs
sooner].
(b) The banking board shall have the power to determine by regulation
who shall be considered, under the provisions of this subdivision, to be
an executive officer, and by a general or specific regulation, upon a
three-fifths vote of all its members, to grant permission to an execu-
tive officer of a bank or trust company to be an executive officer,
director or trustee or both an executive officer and director or a trus-
tee of another bank or trust company, savings bank, OR savings and loan
association, national bank, FEDERAL SAVINGS BANK OR FEDERAL SAVINGS
ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH IS located in this state,
[federal savings and loan association located in this state,] bank hold-
ing company, or foreign banking corporation maintaining a branch in this
state. Such permission may be granted only if in the judgment of the
banking board such service by the executive officer will be consistent
with the policy of the state of New York as declared in section ten of
this chapter. The banking board shall have the power to revoke such
permission by a like vote whenever it finds, after reasonable notice and
an opportunity to be heard, that the public interest requires such revo-
cation.
(c) For the purposes of this subdivision, the terms "subsidiary",
"banking institution" and "bank holding company" shall each be given the
same meaning as is contained in their respective definition in section
one hundred forty-one of this chapter, except that the definition of
["bank holding company" is modified by deleting the phrase "each of two
or more" and substituting the word "institution" for "institutions", and
the definition of] the term "banking institution" is modified to include
A NATIONAL BANK, FEDERAL SAVINGS BANK OR FEDERAL SAVINGS ASSOCIATION,
THE PRINCIPAL OFFICE OF WHICH INSTITUTION IS IN THIS STATE, AND a
foreign banking corporation maintaining a branch in this state.
S. 7446 12
S 14. Subdivision 5 of section 136 of the banking law, as amended by
section 16 of part O of chapter 59 of the laws of 2006, is amended to
read as follows:
5. With the written plan of conversion submitted under subdivision two
[hereof] OF THIS SECTION, there shall be paid to the superintendent an
investigation fee as prescribed pursuant to section eighteen-a of this
chapter[; provided, however, that no investigation fee shall be payable
under this subdivision with respect to a merger to which subdivision two
of section one hundred thirty-six-b of this article is applicable], and
with the written plan of merger submitted under subdivision three [here-
of] OF THIS SECTION there shall be paid to the superintendent an inves-
tigation fee as prescribed pursuant to section eighteen-a of this chap-
ter.
S 15. Subdivision 2 of section 136-a of the banking law, as amended
by chapter 509 of the laws of 1977 and the closing paragraph as amended
by section 17 of part O of chapter 59 of the laws of 2006, is amended to
read as follows:
2. In the case of each such acquisition, a written plan providing for
the acquisition by the bank or trust company of the assets of the
national banking association shall be submitted, in duplicate, by the
bank or trust company to the superintendent. Such plan shall be in form
satisfactory to the superintendent, shall specify the selling and the
acquiring corporation, and shall prescribe the terms and conditions of
the acquisition and the mode of carrying it into effect.
At the time of submission for action by the superintendent of the
written plan of acquisition of assets, an investigation fee as
prescribed pursuant to section eighteen-a of this chapter shall be paid
to the superintendent[; provided, however, that no investigation fee
shall be payable under this subdivision with respect to an acquisition
to which subdivision two of section one hundred thirty-six-b of this
article is applicable].
S 16. Section 136-b of the banking law, as amended by chapter 55 of
the laws of 1965, is amended to read as follows:
S 136-b. Approval of superintendent. [1.] The superintendent shall
approve or disapprove of a proposed merger as authorized by section one
hundred thirty-six of this [chapter] ARTICLE or a proposed acquisition
of all or a substantial part of the assets of a national banking associ-
ation as authorized by section one hundred thirty-six-a of this [chap-
ter] ARTICLE, as the case may be, within one hundred twenty days after
the submission of the proposed plan thereof to him OR HER. In determin-
ing whether to so approve, the superintendent shall take into consider-
ation (i) the declaration of policy contained in section ten of this
chapter, (ii) whether the effect of such merger or acquisition shall be
either to expand the size or extent of the resulting or acquiring insti-
tution beyond limits consistent with adequate and sound banking and the
preservation thereof or result in a concentration of assets beyond
limits consistent with effective competition, (iii) whether such merger
or acquisition may result in such a lessening of competition as to be
injurious to the interests of the public or tend toward monopoly and
(iv) primarily, the public interest and the needs and convenience there-
of. If the superintendent shall approve such proposed merger or acquisi-
tion, he OR SHE shall file the plan, together with such certificates and
the original of the approval of the superintendent, in the office of the
superintendent, and, in the case of merger, a duplicate of the plan,
together with a duplicate of each of such certificates and a duplicate
of the superintendent's approval, shall be filed in the office of the
S. 7446 13
clerk of the county in which the principal office of the receiving
corporation is located. Upon such filing in the office of the super-
intendent, the merger or acquisition shall become effective, unless a
later date is specified in the plan, in which event the merger or acqui-
sition shall become effective upon such later date.
[2. Notwithstanding the provisions of subdivision one of this section,
the approval of the superintendent shall not be required with respect to
such merger or acquisition, if any of the corporations which are to
merge, or if the selling or acquiring corporation, is a banking subsid-
iary of a bank holding company, and the banking board pursuant to
section one hundred forty-two of this chapter has granted its approval
for such bank holding company, or any trustee or trustees who hold
voting stock of such banking subsidiary for the benefit of the stock-
holders or members of such bank holding company, to vote the stock of
such banking subsidiary in favor of the proposed merger or acquisition.
The superintendent shall file the plan of merger or acquisition and the
certificate submitted to him pursuant to section one hundred thirty-six
or section one hundred thirty-six-a of this chapter, together with a
certified copy of the resolution of the banking board granting such
approval, in the office of the superintendent, and, in the case of a
merger, a duplicate of the plan and of each of such certificates,
together with a certified copy of such resolution, shall be filed in the
office of the clerk of the county in which the receiving corporation is
located. Upon such filing in the office of the superintendent, the merg-
er or acquisition shall become effective, unless a later date is speci-
fied in the plan, in which event the merger or acquisition shall become
effective upon such later date. For purposes of this subdivision, the
terms "bank holding company" and "banking subsidiary" shall have the
meanings stated in section one hundred forty-one of this chapter.]
S 17. Section 209 of the banking law, as added by chapter 255 of the
laws of 1973, is amended to read as follows:
S 209. Restrictions on executive officers of foreign banking corpo-
rations and national banks. 1. No executive officer of a foreign banking
corporation maintaining a branch in this state may be an executive offi-
cer, director or trustee of a bank or trust company, savings bank,
savings and loan association, national bank, FEDERAL SAVINGS BANK OR
FEDERAL SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH INSTITUTION
IS located in this state, [federal savings and loan association located
in this state,] bank holding company or another foreign banking corpo-
ration maintaining a branch in this state, unless permission therefor
has been granted by the banking board pursuant to the provisions of
subdivision three of this section, except that an executive officer of a
foreign banking corporation maintaining a branch in this state which is
a subsidiary of a bank holding company may be (i) an executive officer
and (ii) a director of the bank holding company of which such foreign
banking corporation is a subsidiary, and of one or more of the banking
institutions which are subsidiaries of such bank holding company[; and
provided, however, that, except as stated in the foregoing exceptions,
an executive officer of a foreign banking corporation maintaining a
branch in this state, who on the effective date of this act is an execu-
tive officer, director or trustee of a bank or trust company, savings
bank, savings and loan association, national bank located in this state,
federal savings and loan association located in this state, bank holding
company or another foreign banking corporation maintaining a branch in
this state, may continue to hold such other office, without permission
from the banking board, until the expiration of the term of such office
S. 7446 14
or the close of business on the last day of December, nineteen hundred
seventy-four, whichever occurs sooner].
2. No executive officer of a national bank, FEDERAL SAVINGS BANK OR
FEDERAL SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH INSTITUTION
IS located in this state, may be an executive officer, director or trus-
tee of a bank or trust company, savings bank, savings and loan associ-
ation, bank holding company or foreign banking corporation maintaining a
branch in this state, unless permission therefor has been granted by the
banking board pursuant to the provisions of subdivision three of this
section, except that (1) an executive officer of a national bank located
in this state, which is a subsidiary of a bank holding company may be
(i) an executive officer and (ii) a director of the bank holding company
and of one or more banking institutions which are subsidiaries of such
bank holding company[; provided, however, that, except as stated in the
foregoing exceptions, an executive officer of a national bank located in
this state, who on the effective date of this act is an executive offi-
cer, director or trustee of a bank or trust company, savings bank,
savings and loan association, bank holding company or foreign banking
corporation maintaining a branch in this state, may continue to hold
such other office, without permission from the banking board, until the
expiration of the term of such office or the close of business on the
last day of December, nineteen hundred seventy-four, whichever occurs
sooner].
3. The banking board shall have the power to determine by regulation
who shall be considered, under the provisions of this subdivision, to be
an executive officer, and by a general or specific regulation, upon a
three-fifths vote of all its members, to grant permission to an execu-
tive officer of a foreign banking corporation maintaining a branch in
this state and to an executive officer of a national bank located in
this state, to be at the same time an executive officer, trustee or
director or both an executive officer and a trustee or director of a
bank or trust company, savings bank, savings and loan association,
national bank, FEDERAL SAVINGS BANK OR FEDERAL SAVINGS ASSOCIATION, THE
PRINCIPAL OFFICE OF WHICH IS located in this state, [federal savings and
loan association located in this state,] bank holding company, and
foreign banking corporation maintaining a branch in this state. Such
permission may be granted only if in the judgment of the banking board
such service by the executive officer will be consistent with the policy
of the state of New York as declared in section ten of this chapter. The
banking board shall have the power to revoke such permission by a like
vote whenever it finds, after reasonable notice and an opportunity to be
heard, that the public interest requires such revocation.
4. For the purposes of this subdivision, the terms "subsidiary",
"banking institution" and "bank holding company" shall each be given the
same meaning as is contained in their respective definition in section
one hundred forty-one of this chapter, except that the definition of
["bank holding company" is modified by deleting the phrase "each of two
or more" and substituting the word "institution" for "institutions", and
the definition of] the term "banking institution" is modified to include
A NATIONAL BANK, FEDERAL SAVINGS BANK OR FEDERAL SAVINGS ASSOCIATION,
THE PRINCIPAL OFFICE OF WHICH INSTITUTION IS LOCATED IN THIS STATE, AND
a foreign banking corporation maintaining a branch in this state.
5. All other restrictions and limitations imposed by this chapter on
executive officers and directors of foreign banking corporations main-
taining a branch in this state and on national banks, FEDERAL SAVINGS
S. 7446 15
BANKS AND FEDERAL SAVINGS ASSOCIATIONS, THE PRINCIPAL OFFICE OF WHICH
INSTITUTION IS located in this state, shall continue in effect.
S 18. Section 225-b of the banking law, as amended by chapter 9 of
the laws of 1996, is amended to read as follows:
S 225-b. Applicability of certain sections to out-of-state banks.
Except as otherwise provided in this section, nothing in article five or
article five-B of this chapter shall apply to an out-of-state bank
authorized to open, occupy and maintain a branch pursuant to the
provisions of this article. Any reference in this chapter (other than in
article five or article five-B) to a foreign bank, foreign corporation
or foreign banking corporation shall be deemed to be a reference to an
out-of-state bank authorized to open, occupy and maintain a branch
pursuant to the provisions of this article. Notwithstanding the forego-
ing, (a) the provisions of sections two hundred two-h (Repayment of
deposits standing in the names of minors, trustees, joint depositors or
custodians; interpleader in certain actions), two hundred three (Change
of location, name or business) and two hundred four (Reports of foreign
banking corporations; penalties) of this chapter shall apply with equal
force and effect to out-of-state banks authorized to open, occupy or
maintain branches pursuant to the provisions of this article; and (b)
the provisions of section three hundred ninety-nine-a, subdivision three
of section one hundred thirty, subdivision [three] TWO of section one
hundred forty-three, subdivision five of section two hundred forty-seven
and subdivision five of section three hundred ninety-nine of this chap-
ter with respect to restrictions on executive officers or directors of
foreign banking corporations and the provisions of sections twenty,
twenty-six, thirty, thirty-one and six hundred thirty-four, subdivision
two of section thirteen, subdivisions eleven and twelve of section six
hundred five, subdivision four of section six hundred six and paragraph
(a) of subdivision one of section fourteen of this chapter, shall not
apply to out-of-state banks authorized to open, occupy or maintain
branches pursuant to the provisions of this article.
S 19. Paragraphs (a), (b) and (c) of subdivision 5 of section 247 of
the banking law, as added by chapter 255 of the laws of 1973, are
amended to read as follows:
(a) No executive officer of a savings bank may be an executive offi-
cer, director or trustee of another savings bank, or of a bank or trust
company, savings and loan association, national bank, FEDERAL SAVINGS
BANK OR FEDERAL SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH
INSTITUTION IS located in this state, [federal savings and loan associ-
ation located in this state,] bank holding company or foreign banking
corporation maintaining a branch in this state, unless permission there-
for has been granted by the banking board pursuant to the provisions of
[subparagraph] PARAGRAPH (b) of this subdivision[, except that an execu-
tive officer of a savings bank may be (1) an executive officer and (2) a
director of a trust company owned by savings banks, pursuant to subdivi-
sion eighteen of section two hundred thirty-five of this chapter, if one
of the stockholders of such trust company is the savings bank of which
he is an executive officer; provided, however, that, except as stated in
the foregoing exceptions, an executive officer of a savings bank who on
the effective date of this act is an executive officer, director or
trustee of another savings bank, bank or trust company, savings and loan
association, national bank located in this state, federal savings and
loan association located in this state, bank holding company or foreign
banking corporation maintaining a branch in this state, may continue to
hold such other office without permission from the banking board, until
S. 7446 16
the expiration of the term of such office or the close of business on
the last day of December, nineteen hundred seventy-four, whichever
occurs sooner].
(b) The banking board shall have the power to determine by regulation
who shall be considered, under the provisions of this subdivision, to be
an executive officer, and by a general or specific regulation, upon a
three-fifths vote of all its members, to grant permission to an execu-
tive officer of a savings bank to be an executive officer, director or
trustee or both an executive officer and director or trustee of another
savings bank or a bank or trust company, savings and loan association,
national bank, FEDERAL SAVINGS BANK OR FEDERAL SAVINGS ASSOCIATION, THE
PRINCIPAL OFFICE OF WHICH INSTITUTION IS located in this state, [federal
savings and loan association located in this state,] bank holding compa-
ny or foreign banking corporation maintaining a branch in this state.
Such permission may be granted only if in the judgment of the banking
board such service by the executive officer will be consistent with the
policy of the state of New York as declared in section ten of this chap-
ter. The banking board shall have the power to revoke such permission by
a like vote whenever it finds, after reasonable notice and an opportu-
nity to be heard, that the public interest requires such revocation.
(c) For the purposes of this subdivision, the term "bank holding
company" shall be given the same meaning as is contained in section one
hundred forty-one of this chapter, [except that the definition is modi-
fied by deleting the phrase "each of two or more" and substituting the
word "institution" for "institutions",] and the definition of the term,
"banking institution" is modified to include a NATIONAL BANK, FEDERAL
SAVINGS BANK OR FEDERAL SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF
WHICH INSTITUTION IS LOCATED IN THIS STATE, AND A foreign banking corpo-
ration maintaining a branch in this state.
S 20. Paragraphs (a), (b) and (c) of subdivision 5 of section 399 of
the banking law, as added by chapter 255 of the laws of 1973, are
amended to read as follows:
(a) No executive officer of a savings and loan association may be an
executive officer, director or trustee of another savings and loan asso-
ciation, bank or trust company, savings bank, national bank, FEDERAL
SAVINGS BANK OR FEDERAL SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF
WHICH INSTITUTION IS located in this state, [federal savings and loan
association located in this state,] bank holding company or foreign
banking corporation maintaining a branch in this state unless permission
therefor has been granted by the banking board pursuant to paragraph (b)
of this subdivision[, except that an executive officer of a savings and
loan association may be (1) an executive officer and (2) a director of a
trust company owned by savings and loan association or federal savings
and loan associations located in this state, pursuant to section three
hundred seventy-nine-a of this chapter, if one of the stockholders of
such trust company is a savings and loan association of which he is an
executive officer; provided, however, that, except as stated in the
foregoing exceptions, an executive officer of a savings and loan associ-
ation, who on the effective date of this act is an executive officer,
director or trustee of another savings and loan association, bank or
trust company, savings bank, national bank located in this state, feder-
al savings and loan association located in this state, bank holding
company or foreign banking corporation maintaining a branch in this
state, may continue to hold such other office, without permission from
the banking board, until the expiration of the term of such office or
S. 7446 17
the close of business on the last day of December, nineteen hundred
seventy-four, whichever occurs sooner].
(b) The banking board shall have the power to determine by regulation
who shall be considered, under the provisions of this subdivision, to be
an executive officer, and by a general or specific regulation, upon a
three-fifths vote of all its members, to grant permission to an execu-
tive officer of a savings and loan association to be an executive offi-
cer, director or trustee or both an executive officer and a director or
a trustee of another savings and loan association, bank or trust compa-
ny, savings bank, national bank, FEDERAL SAVINGS BANK OR FEDERAL SAVINGS
ASSOCIATION, THE PRINCIPAL OFFICE OF WHICH IS located in this state,
[federal savings and loan association located in this state,] bank hold-
ing company or foreign banking corporation maintaining a branch in this
state. Such permission may be granted only if in the judgment of the
banking board such service by the executive officer will be consistent
with the policy of the state of New York as declared in section ten of
this chapter. The banking board shall have the power to revoke such
permission by a like vote whenever it finds, after reasonable notice and
an opportunity to be heard, that the public interest requires such revo-
cation.
(c) For the purposes of this subdivision, the term "bank holding
company" shall be given the same meaning as is contained in section one
hundred forty-one of this chapter, [except that the definition is modi-
fied by deleting the phrase "each of two or more" and substituting the
word "institution" for "institutions",] and the definition of the term
"banking institution" is modified to include a NATIONAL BANK, FEDERAL
SAVINGS BANK OR FEDERAL SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF
WHICH INSTITUTION IS LOCATED IN THIS STATE, AND A foreign banking corpo-
ration maintaining a branch in this state.
S 21. The section heading and subdivisions 1, 2 and 3 of section 399-a
of the banking law, as added by chapter 255 of the laws of 1973, are
amended to read as follows:
Restrictions on holding of certain offices by executive officers of
federal savings [and loan] BANKS AND FEDERAL SAVINGS associations. 1. No
executive officer of a federal savings [and loan] BANK OR FEDERAL
SAVINGS association THE PRINCIPAL OFFICE OF WHICH INSTITUTION IS located
in this state may be an executive officer, director or trustee of a
savings and loan association, bank or trust company, savings bank, bank
holding company or foreign banking corporation maintaining a branch in
this state, unless permission therefor has been granted by the banking
board pursuant to subdivision two of this section, [except that an exec-
utive officer of a federal savings and loan association located in this
state may be (1) an executive officer and (2) a director of a trust
company owned by savings and loan associations or federal savings and
loan associations located in this state, pursuant to section three
hundred seventy-nine-a of this chapter, if one of the stockholders of
such trust company is the federal savings and loan association of which
he is an executive officer;] provided, however, that[, except as stated
in the foregoing exceptions,] an executive officer of a federal savings
and loan association located in this state, who on the effective date of
this [act] SECTION is an executive officer, director or trustee of a
savings and loan association, bank or trust company, savings bank, bank
holding company or foreign banking corporation maintaining a branch in
this state, may continue to hold such other office without permission
from the banking board, until the expiration of the term of such office
S. 7446 18
or the close of business on the last day of December, nineteen hundred
seventy-four, whichever occurs sooner.
2. The banking board shall have the power to determine by regulation
who shall be considered, under the provisions of this subdivision, to be
an executive officer, and by a general or specific regulation, upon a
three-fifths vote of all its members, to grant permission to an execu-
tive officer of a federal savings [and loan] BANK OR FEDERAL SAVINGS
association located in this state, to be at the same time an executive
officer, director or trustee, or both an executive officer and a direc-
tor or trustee of a savings and loan association, bank or trust company,
savings bank, bank holding company, and foreign banking corporation
maintaining a branch in this state. Such permission may be granted only
if in the judgment of the banking board such service by the executive
officer will be consistent with the policy of the state of New York as
declared in section ten of this chapter. The banking board shall have
the power to revoke such permission by a like vote whenever it finds,
after reasonable notice and an opportunity to be heard, that the public
interest requires such revocation.
3. For the purposes of this subdivision, the term "bank holding compa-
ny" shall be given the same meaning as is contained in section one
hundred forty-one of this chapter, [except that the definition is modi-
fied by deleting the phrase "each of two or more" and substituting the
word "institution" for "institutions",] and the definition of the term
"banking institution" is modified to include a NATIONAL BANK, FEDERAL
SAVINGS BANK OR FEDERAL SAVINGS ASSOCIATION, THE PRINCIPAL OFFICE OF
WHICH INSTITUTION IS LOCATED IN THIS STATE, AND A foreign banking corpo-
ration maintaining a branch in this state.
S 22. The closing paragraph of subdivision 1 of section 601 of the
banking law, as amended by section 58 of part O of chapter 59 of the
laws of 2006, is amended to read as follows:
At the time of submission for action by the superintendent of the
written plan of merger, an investigation fee as prescribed pursuant to
section eighteen-a of this chapter shall be paid to the superintendent[;
provided, however, that no investigation fee shall be payable under this
subdivision with respect to a merger to which subdivision two of section
six hundred one-b of this article is applicable].
S 23. Subdivision 2 of section 601-b of the banking law is REPEALED.
S 24. Section 222 of the banking law is amended by adding a new subdi-
vision 10 to read as follows:
10. THE TERM "BANKING INSTITUTION" MEANS ANY BANK, TRUST COMPANY,
SAVINGS BANK, SAVINGS AND LOAN ASSOCIATION, OR BRANCH OF A FOREIGN BANK-
ING CORPORATION THE DEPOSITS OF WHICH ARE INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, WHICH IS INCORPORATED, CHARTERED, ORGANIZED OR
LICENSED UNDER THE LAWS OF THIS STATE OR ANY OTHER STATE OF THE UNITED
STATES.
S 25. Section 223-a of the banking law, as added by chapter 9 of the
laws of 1996, is amended to read as follows:
S 223-a. Limitations on acquisition of a newly chartered New York
bank. An acquisition transaction in which the resulting or consolidated
corporation is an out-of-state bank is hereby prohibited if the effect
thereof is to terminate the separate existence of a [New York bank]
BANKING INSTITUTION that has been chartered less than five years, unless
the superintendent finds that the [New York bank] BANKING INSTITUTION to
be acquired was not chartered directly or indirectly by the out-of-state
bank, its officers, directors or principal stockholders, or any other
person in a position to exercise control over such out-of-state bank;
S. 7446 19
provided, however, that the prohibitions contained in this section shall
not apply if the superintendent finds that the [New York bank] BANKING
INSTITUTION does not have the capacity to continue to conduct its busi-
ness independently in a manner consistent with the public interest and
the interests of depositors, creditors, and stockholders; and provided
further that the prohibitions contained in this section shall not apply
to an out-of-state bank which, prior to the acquisition transaction
otherwise prohibited by this section, lawfully maintained one or more
branches in this state.
S 26. Subdivision (a) of section 4002 of the banking law, as amended
by chapter 302 of the laws of 2003, is amended to read as follows:
(a) Notwithstanding any other provisions of law, every incorporator of
a corporation shall, in addition to any other requirements which may be
imposed by the superintendent, submit simultaneously with an applica-
tion, his or her fingerprints in such form and in such manner as speci-
fied by the division of criminal justice services, but in any event, no
less than two digit imprints. Every applicant filing an application to
acquire control [of any bank holding company under section one hundred
forty-two of this chapter or] of any banking institution under sections
one hundred forty-three-a and one hundred forty-three-b of this chapter
shall, in addition to any other requirements which may be imposed by the
superintendent, submit simultaneously with an application, his or her
fingerprints in such form and in such manner as specified by the divi-
sion of criminal justice services, but in any event, no less than two
digit imprints. The superintendent shall submit the fingerprints to the
division of criminal justice services for the purpose of conducting a
criminal history search and returning a report thereon in accordance
with the procedures and requirements established by the division pursu-
ant to the provisions of article thirty-five of the executive law, which
shall include the payment of the prescribed processing fees. The super-
intendent shall request that the division submit such fingerprints to
the federal bureau of investigation, together with the processing fees
prescribed by such bureau, for the purpose of conducting a criminal
history search and returning a report thereon.
S 27. Any registration of a bank holding company pursuant to section
144 of the banking law as in effect as of the date prior to the effec-
tive date of this act shall expire on the effective date of this act.
S 28. This act shall take effect immediately.