I 

111TH CONGRESS 

1ST SESSION H. R. 3291 

To protect the rights of public shareholders of mutual holding companies 

by promoting fair corporate governance procedures when considering 

management or employee stock benefit plans, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

JULY 22, 2009 

Mrs. MALONEY introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To protect the rights of public shareholders of mutual holding companies by promoting fair corporate governance 

procedures when considering management or employee 

stock benefit plans, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Mutual Holding Com5 pany Beneficial Owners’ Protection Act of 2009’’. 


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1 SEC. 2. APPROVAL OF STOCK BENEFIT PLANS BY SHARE2 HOLDERS OF SAVINGS ASSOCIATIONS. 

3 Section 10(o) of the Home Owners’ Loan Act (U.S.C. 

4 1467a(o)) is amended— 

5 (1) by redesignating paragraph (10) as para6 graph (11); and 

7 (2) by inserting after paragraph (9) the fol8 lowing new paragraph: 

9 ‘‘(10) APPROVAL BY PUBLIC SHAREHOLDERS.— 

10 ‘‘(A) IN GENERAL.—No savings association 

11 or savings and loan holding company that is a 

12 subsidiary, directly or indirectly, of a mutual 

13 holding company may— 

14 ‘‘(i) establish or implement any plan 

15 to award stock options or to provide stock 

16 or any interest therein as compensation or 

17 benefits to— 

18 ‘‘(I) the management or employ19 ees of such association or savings and 

20 loan holding company; or 

21 ‘‘(II) to the management or em22 ployees of any affiliate of such asso23 ciation or company; or 

24 ‘‘(ii) amend any plan of such savings 

25 association or savings and loan holding 


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1 company for any purpose described in 

2 clause (i), 

3 without the approval of such plan or amend4 ment by a majority of the total votes eligible to 

5 be cast for such plan or amendment, other than 

6 the votes eligible to be cast by such mutual 

7 holding company or any subsidiary of the com8 pany. 

9 ‘‘(B) COMPLIANCE.—Any provision of the 

10 charter or bylaws of a savings association, sav11 ings and loan holding company, or mutual hold12 ing company which has the effect of excluding 

13 or preventing votes required under subpara14 graph (A) with respect to the approval of a plan 

15 or amendment shall be void and unenforce16 able.’’. 

17 SEC. 3. APPROVAL OF STOCK BENEFIT PLANS BY SHARE18 HOLDERS OF INSURED DEPOSITORY INSTITU19 TIONS. 

20 Section 18 of the Federal Deposit Insurance Act (12 

21 U.S.C. 1828) is amended by adding at the end the fol22 lowing new subsection: 

23 ‘‘(y) METHOD OF APPROVAL OF STOCK BENEFIT

24 PLANS BY SUBSIDIARIES OF MUTUAL HOLDING COMPA25 NIES.— 


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1 ‘‘(1) IN GENERAL.—No insured depository in2 stitution that is a subsidiary, directly or indirectly, 

3 of a mutual holding company may— 

4 ‘‘(A) establish or implement any plan to 

5 award stock options or to provide stock or any 

6 interest therein as compensation or benefits 

7 to— 

8 ‘‘(i) the management or employees of 

9 such depository institution or company; or 

10 ‘‘(ii) to the management or employees 

11 of any affiliate of such depository institu12 tion or company; or 

13 ‘‘(B) amend any plan of such insured de14 pository institution for any purpose described in 

15 subparagraph (A), 

16 without the approval of such plan or amendment by 

17 a majority of the total votes eligible to be cast for 

18 such plan or amendment, other than the votes eligi19 ble to be cast by such mutual holding company or 

20 any subsidiary of the company. 

21 ‘‘(2) COMPLIANCE.—Any provision of the char22 ter or bylaws of a insured depository institution or 

23 mutual holding company which has the effect of ex24 cluding or preventing votes required under paraVerDate Nov 24 2008 04:49 Jul 23, 2009 Jkt 079200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H3291.IH H3291

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1 graph (1) with respect the approval of a plan or 

2 amendment shall be void and unenforceable. 

3 ‘‘(3) MUTUAL HOLDING COMPANY DEFINED.— 

4 For the purposes of this subsection, the term ‘mu5 tual holding company’ means a corporation orga6 nized as a mutual holding company and operating in 

7 mutual form.’’. 

8 SEC. 4. APPROVAL OF STOCK BENEFIT PLANS BY SHARE9 HOLDERS OF MUTUAL BANK HOLDING COM10 PANY SUBSIDIARIES. 

11 Section 3(g) of the Bank Holding Company Act (12 

12 U.S.C. 1842(g)) is amended by adding at the end the fol13 lowing new paragraph: 

14 ‘‘(3) APPROVAL BY PUBLIC SHAREHOLDERS.— 

15 ‘‘(A) IN GENERAL.—Notwithstanding para16 graph (2), no bank holding company that is a 

17 subsidiary, directly or indirectly, of a mutual 

18 holding company may— 

19 ‘‘(i) establish or implement any plan 

20 to award stock options or to provide stock 

21 or any interest therein as compensation or 

22 benefits to— 

23 ‘‘(I) the management or employ24 ees of such bank holding company 

25 subsidiary; or 


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1 ‘‘(II) to the management or em2 ployees of any affiliate of such bank 

3 holding company subsidiary; or 

4 ‘‘(ii) amend any plan of such bank 

5 holding company subsidiary for any pur6 pose described in subparagraph (A), 

7 without the approval of such plan or amend8 ment by a majority of the total votes eligible to 

9 be cast for such plan or amendment, other than 

10 the votes eligible to be cast by such mutual 

11 holding company or any subsidiary of the com12 pany. 

13 ‘‘(B) COMPLIANCE.—Any provision of the 

14 charter or bylaws of a bank holding company or 

15 mutual holding company which has the effect of 

16 excluding or preventing votes required under 

17 subparagraph (A) with respect to the approval 

18 of a plan or amendment shall be void and unen19 forceable.’’. 

Æ 


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