§ 292. Formation of a mutual holding company. 1. The plan of
reorganization may authorize the formation of a mutual holding company
by:

(a) (i) the organization by the mutual holding company of a stock
savings bank subsidiary and the transferal to such stock savings bank of
the substantial part of its assets and liabilities, including all of its
deposit liabilities, in accordance with general regulations promulgated
by the superintendent of financial services;

(ii) the organization by the mutual savings bank of a mutual holding
company and the organization by such mutual holding company of a stock
savings bank subsidiary which merges with the mutual savings bank; or

(iii) the reorganization of the mutual savings bank under any other
method approved pursuant to general or specific regulations promulgated
by the superintendent of financial services.

(b) For the purposes of paragraph (a) of this subdivision, such
regulations shall permit the stock savings bank to issue to persons
other than the mutual holding company of which it is a subsidiary an
amount of common stock and securities convertible into common stock
which in the aggregate does not exceed forty-nine per centum of the
issued and outstanding common stock of such stock savings bank, provided
that if a mutual holding company which owns all of the common stock and
securities convertible into common stock of its savings bank subsidiary
subsequently determines to make such an issuance it shall pay a fee as
prescribed pursuant to section eighteen-a of this chapter. Issued and
outstanding securities that are convertible into common stock shall be
considered issued and outstanding common stock for the purposes of
computing the forty-nine per centum limitation. This paragraph shall not
limit the authority of such stock savings bank to issue equity or debt
securities other than common stock and securities convertible into
common stock.

2. In connection with the reorganization of a mutual savings bank as
provided in section two hundred ninety of this article, the mutual
holding company may retain or acquire assets of the mutual savings bank
to the extent that such assets are not then required to be transferred
to or retained by the stock savings bank in order to satisfy capital or
reserve requirements of any applicable state or federal law or
regulation.

3. A stock savings bank at least fifty-one per centum but less than
one hundred per centum of the outstanding common stock of which is owned
by a mutual holding company shall have at least one director, but no
more than two-fifths of its directors, who are "unaffiliated directors"
who shall represent the interests of the minority shareholders. An
"unaffiliated director" is a director who is not (a) an officer or
employee of the stock savings bank (or any affiliate thereof) or (b) an
officer, trustee or employee of the mutual holding company. If the
organization certificate or bylaws of the stock savings bank provide
that the board of directors shall be divided into two or more classes,
then to the extent possible, each class shall contain the same number of
unaffiliated directors as each other class.