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fewer than one savings association that it 
controlled on May 4, 1999, or that it ac-
quired pursuant to an application pending 
before the Office of Thrift Supervision on 
or before that date, and that became a 
bank for purposes of the Bank Holding 
Company Act as a result of the enactment 
of section 1301(a)(3) of the Financial Sta-
bility Improvement Act of 2009; or 
‘‘(ii) on November 23, 2009— 
‘‘(I) controlled an institution 
which became a bank as a result of 
the 
enactment 
of 
section 
1301(a)(4)(B) of the Financial Sta-
bility Improvement Act of 2009; 
‘‘(II) had an application pending, 
or approved but not executed, before 
the Federal Deposit Insurance Cor-
poration, that, if approved, would per-
mit the applicant to control an indus-
trial loan company, industrial bank, or 
other similar institution— 
‘‘(aa) that is a federally in-
sured, State-chartered depository 
institution; 
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‘‘(bb) 
that 
is 
organized 
under the laws of a State that on 
March 5, 1987, had in effect, or 
had under consideration in the 
legislature of such State, a stat-
ute that required such institution 
to obtain insurance under the 
Federal Deposit Insurance Act; 
and 
‘‘(cc) that— 
‘‘(AA) does not accept 
demand deposits that the 
depositor may withdraw by 
check or similar means for 
payment to third parties; or 
‘‘(BB) maintains total 
assets 
of 
less 
than 
$100,000,000; or 
‘‘(III) controlled an institution it 
has 
continuously 
controlled 
since 
March 5, 1987, which became a bank 
as a result of the enactment of the 
Competitive Equality Banking Act of 
1987, pursuant to subsection (f); 
‘‘(B) was not on June 30, 2009— 
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‘‘(i) a bank holding company; or 
‘‘(ii) subject to the Bank Holding 
Company Act of 1956 by reason of section 
8(a) of the International Banking Act of 
1978 (12 U.S.C. 3106(a)); and 
‘‘(C) on June 30, 2009, directly or indi-
rectly controlled shares or engaged in activities 
that did not, on the day before the date of en-
actment of the Financial Stability Act of 2009, 
comply with the activity or investment restric-
tions on financial holding companies in section 
4 in accordance with regulations prescribed by 
the Board, 
shall not be treated as a bank holding company for 
purposes of this Act solely by virtue of such com-
pany’s control of such institution and control of a 
section 6 holding company established pursuant to 
section 6. 
‘‘(2) LOSS
OF
EXEMPTION.—A company de-
scribed in paragraph (1) shall no longer qualify for 
the exemption provided under that paragraph if— 
‘‘(A) such company fails to— 
‘‘(i) establish and register a section 6 
holding company pursuant to section 6 of 
this Act within 180 days after adoption of 
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rules required by this section, unless the 
Board grants an extension of such period 
for compliance which shall not exceed 180 
additional days; and 
‘‘(ii) maintain a section 6 holding 
company in compliance with all the re-
quirements for a section 6 holding com-
pany under section 6 of this Act. 
‘‘(B) such company directly or indirectly 
(including through the section 6 holding com-
pany it must form pursuant to this subsection 
and section 6 of this Act) acquires control of an 
additional bank or insured depository institu-
tion after June 30, 2009, provided that such 
company 
directly 
or 
indirectly 
(including 
through the section 6 holding company) may 
acquire— 
‘‘(i) shares held as a bona fide fidu-
ciary (whether with or without the sole dis-
cretion to vote such shares); 
‘‘(ii) shares held by any person as a 
bona fide fiduciary solely for the benefit of 
employees of either the company described 
in paragraph (1) or any subsidiary of that 
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company and the beneficiaries of those em-
ployees; 
‘‘(iii) shares held temporarily pursu-
ant to an underwriting commitment in the 
normal course of an underwriting business; 
‘‘(iv) shares held in an account solely 
for trading purposes; 
‘‘(v) shares over which no control is 
held other than control of voting rights ac-
quired in the normal course of a proxy so-
licitation; 
‘‘(vi) loans or other accounts receiv-
able acquired from an insured depository 
institution in the normal course of busi-
ness; 
‘‘(vii) shares or assets acquired in se-
curing or collecting a debt previously con-
tracted in good faith, during the 2-year pe-
riod beginning on the date of such acquisi-
tion or for such additional time (not ex-
ceeding 3 years) as the Board may permit 
if the Board determines that such an ex-
tension will not be detrimental to the pub-
lic interest; 
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‘‘(viii) shares or assets acquired di-
rectly or indirectly by a depository institu-
tion controlled by such company in a 
transaction involving an insured depository 
institution for which the Federal Deposit 
Insurance Corporation has been appointed 
as receiver or which has been found to be 
in danger of default (as defined in section 
3 of the Federal Deposit Insurance Act) by 
the appropriate Federal or State authority; 
‘‘(ix) shares or assets of another in-
dustrial loan company meeting the require-
ments of this Act if such company continu-
ously controlled an industrial loan com-
pany since the date of enactment of the Fi-
nancial Stability Improvement Act of 
2009; and 
‘‘(x) shares or assets of a savings as-
sociation acquired directly or indirectly by 
the savings association controlled by such 
company if such company continuously 
controlled a savings association since the 
date of enactment of the Financial Sta-
bility Improvement Act of 2009; 
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