§ 141. Definitions. 1. "Banking institution," when used in this
article, means a bank, a trust company, a stock-form savings bank or a
stock-form savings and loan association.

2. "Company," when used in this article, means any corporation,
partnership, trust, unincorporated association, joint stock association
or similar organization organized under the laws of the state of New
York, or if not so organized, doing business in the state of New York,
or any individual residing or doing business in the state of New York,
or any combination of individuals which combination is residing or is
doing business in the state of New York, any combination of the
foregoing which combination is residing or is doing business in the
state of New York, or any such individual and any of the foregoing
acting in concert, but shall not include (a) any corporation the
majority of the stock of which is owned by the United States or by any
state unless the superintendent 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 legislation 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 partnership owning or controlling stock acquired in
connection with an underwriting 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
company which (a) directly or indirectly, or through a subsidiary or
subsidiaries, owns, controls, or holds with power to vote (i) 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 a banking institution, or (b) controls in
any manner the election of a majority of the directors of (i) a banking
institution, or (ii) a company which is or becomes a bank holding
company by virtue of this article, or (c) is a company, for the benefit
of whose stockholders or members ten per centum or more of the voting
stock of a banking 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) through a combination of
(i) ownership, control or holding, directly or indirectly, of voting
stock and (ii) voting stock 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 company 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; 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
proxy solicitations by virtue of its control of voting rights of stock
in any banking institution or bank holding company acquired in the
course of such solicitations.

4. "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
indirectly, 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,
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 shall be
deemed to be a subsidiary of such bank holding company.

5. "Doing business," when used in this article, shall include the
maintenance by a foreign company of a place of business 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.

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.