SEC. 102. VOTING IN SHAREHOLDER ELECTIONS. 
Section 5144 of the Revised Statutes of the United 
States (12 U.S.C. 61) is amended—
(1) by striking ‘‘or to cumulate’’ and inserting 
‘‘or, if so provided by the articles of association of 
the national bank, to cumulate’’; 
(2) by striking the comma after ‘‘his shares 
shall equal’’; and 
(3) by adding at the end the following new sen-
tence: ‘‘The Comptroller of the Currency may pre-
scribe such regulations to carry out the purposes of 
this section as the Comptroller determines to be ap-
propriate.’’. 
SEC. 103. SIMPLIFYING DIVIDEND CALCULATIONS FOR NA-
TIONAL BANKS. 
(a) IN GENERAL.—Section 5199 of the Revised Stat-
utes of the United States (12 U.S.C. 60) is amended to 
read as follows: 
‘‘SEC. 5199. NATIONAL BANK DIVIDENDS. 
‘‘(a) IN GENERAL.—Subject to subsection (b), the di-
rectors of any national bank may declare a dividend of 
so much of the undivided profits of the bank as the direc-
tors judge to be expedient. 
‘‘(b) APPROVAL REQUIRED UNDER CERTAIN CIR-
CUMSTANCES.—A national bank may not declare and pay 
dividends in any year in excess of an amount equal to the
sum of the total of the net income of the bank for that 
year and the retained net income of the bank in the pre-
ceding two years, minus any transfers required by the 
Comptroller of the Currency (including any transfers re-
quired to be made to a fund for the retirement of any 
preferred stock), unless the Comptroller of the Currency 
approves the declaration and payment of dividends in ex-
cess of such amount.’’. 
(b) CLERICAL AMENDMENT.—The table of sections 
for chapter three of title LXII of the Revised Statutes of 
the United States is amended by striking the item relating 
to section 5199 and inserting the following new item:
‘‘5199.National bank dividends.’’.
SEC. 104. REPEAL OF OBSOLETE LIMITATION ON REMOVAL 
AUTHORITY OF THE COMPTROLLER OF THE 
CURRENCY. 
Section 8(e)(4) of the Federal Deposit Insurance Act 
(12 U.S.C. 1818(e)(4)) is amended by striking the 5th 
sentence. 
SEC. 105. REPEAL OF INTRASTATE BRANCH CAPITAL RE-
QUIREMENTS. 
Section 5155(c) of the Revised Statutes of the United 
States (12 U.S.C. 36(c)) is amended—
(1) in the 2nd sentence, by striking ‘‘, without 
regard to the capital requirements of this section,’’; 
and
(2) by striking the last sentence. 
SEC. 106. CLARIFICATION OF WAIVER OF PUBLICATION RE-
QUIREMENTS FOR BANK MERGER NOTICES. 
The last sentence of sections 2(a) and 3(a)(2) of the 
National Bank Consolidation and Merger Act (12 U.S.C. 
215(a) and 215a(a)(2), respectively) are each amended by 
striking ‘‘Publication of notice may be waived, in cases 
where the Comptroller determines that an emergency ex-
ists justifying such waiver, by unanimous action of the 
shareholders of the association or State bank’’ and insert-
ing ‘‘Publication of notice may be waived if the Comp-
troller determines that an emergency exists justifying such 
waiver or if the shareholders of the association or State 
bank agree by unanimous action to waive the publication 
requirement for their respective institutions’’. 
SEC. 107. EQUAL TREATMENT FOR FEDERAL AGENCIES OF 
FOREIGN BANKS. 
The 1st sentence of section 4(d) of the International 
Banking Act of 1978 (12 U.S.C. 3102(d)) is amended by 
inserting ‘‘from citizens or residents of the United States’’ 
after ‘‘deposits’’. 
SEC. 108. MAINTENANCE OF A FEDERAL BRANCH AND A 
FEDERAL AGENCY IN THE SAME STATE. 
Section 4(e) of the International Banking Act of 
1978 (12 U.S.C. 3102(e)) is amended by inserting ‘‘if the
maintenance of both an agency and a branch in the State 
is prohibited under the law of such State’’ before the pe-
riod at the end. 
SEC. 109. BUSINESS ORGANIZATION FLEXIBILITY FOR NA-
TIONAL BANKS. 
(a) IN GENERAL.—Chapter one of title LXII of the 
Revised Statutes of the United States (12 U.S.C. 21 et 
seq.) is amended by inserting after section 5136B the fol-
lowing new section: 
‘‘SEC. 5136C. ALTERNATIVE BUSINESS ORGANIZATION. 
‘‘(a) IN GENERAL.—The Comptroller of the Currency 
may prescribe regulations—
‘‘(1) to permit a national bank to be organized 
other than as a body corporate; and 
‘‘(2) to provide requirements for the organiza-
tional characteristics of a national bank organized 
and operating other than as a body corporate, con-
sistent with the safety and soundness of the national 
bank. 
‘‘(b) EQUAL TREATMENT.—Except as provided in 
regulations prescribed under subsection (a), a national 
bank that is operating other than as a body corporate shall 
have the same rights and privileges and shall be subject 
to the same duties, restrictions, penalties, liabilities, condi-
tions, and limitations as a national bank that is organized 
as a body corporate.’’. 
(b) TECHNICAL AND CONFORMING AMENDMENT.—
Section 5136 of the Revised Statutes of the United States 
(12 U.S.C. 24) is amended, in the matter preceding the 
paragraph designated as the ‘‘First’’, by inserting ‘‘or 
other form of business organization provided under regula-
tions prescribed by the Comptroller of the Currency under 
section 5136C’’ after ‘‘a body corporate’’. 
(c) CLERICAL AMENDMENT.—The table of sections 
for chapter one of title LXII of the Revised Statutes of 
the United States (12 U.S.C. 21 et seq.) is amended by 
inserting after the item relating to section 5136B the fol-
lowing new item:
‘‘5136C. Alternative business organization.’’.
SEC. 110. CLARIFICATION OF THE MAIN PLACE OF BUSI-
NESS OF A NATIONAL BANK. 
Title LXII of the Revised Statutes of the United 
States is amended—
(1) in the paragraph designated the ‘‘Second’’ 
of section 5134 (12 U.S.C. 22), by striking ‘‘The 
place where its operations of discount and deposit 
are to be carried on’’ and inserting ‘‘The place 
where the main office of the national bank is, or is 
to be, located’’; and
(2) in section 5190 (12 U.S.C. 81), by striking 
‘‘the place specified in its organization certificate’’ 
and inserting ‘‘the main office of the national bank’’. 
SEC. 111. CAPITAL EQUIVALENCY DEPOSITS FOR FEDERAL 
BRANCHES 
AND 
AGENCIES 
OF 
FOREIGN 
BANKS. 
Section 4(g) of the International Banking Act of 
1978 (12 U.S.C. 3102(g)) is amended to read as follows: 
‘‘(g) CAPITAL EQUIVALENCY DEPOSIT.—
‘‘(1) IN
GENERAL.—Upon the opening of a 
Federal branch or agency of a foreign bank in any 
State and thereafter, the foreign bank, in addition to 
any deposit requirements imposed under section 6, 
shall keep on deposit, in accordance with such regu-
lations as the Comptroller of the Currency may pre-
scribe in accordance with paragraph (2), dollar de-
posits, investment securities, or other assets in such 
amounts as the Comptroller of the Currency deter-
mines to be necessary for the protection of deposi-
tors and other investors and to be consistent with 
the principles of safety and soundness. 
‘‘(2) LIMITATION.—Notwithstanding paragraph 
(1), regulations prescribed under such paragraph 
shall not permit a foreign bank to keep assets on de-
posit in an amount that is less than the amount re-
quired for a State licensed branch or agency of a 
foreign bank under the laws and regulations of the 
State in which the Federal agency or branch is lo-
cated.’’. 
TITLE II—SAVINGS ASSOCIATION 
PROVISIONS 
SEC. 201. PARITY FOR SAVINGS ASSOCIATIONS UNDER THE 
SECURITIES EXCHANGE ACT OF 1934 AND 
THE INVESTMENT ADVISERS ACT OF 1940. 
(a) SECURITIES EXCHANGE ACT OF 1934.—
(1) DEFINITION OF BANK.—Section 3(a)(6) of 
the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(6)) is amended—
(A) in subparagraph (A), by inserting ‘‘or 
a Federal savings association, as defined in sec-
tion 2(5) of the Home Owners’ Loan Act’’ after 
‘‘a banking institution organized under the laws 
of the United States’’; and 
(B) in subparagraph (C)—
(i) by inserting ‘‘or savings associa-
tion as defined in section 2(4) of the Home 
Owners’ Loan Act,’’ after ‘‘banking insti-
tution,’’; and
(ii) by inserting ‘‘or savings associa-
tions’’ after ‘‘having supervision over 
banks’’. 
(2) INCLUDE OTS UNDER THE DEFINITION OF 
APPROPRIATE REGULATORY AGENCY FOR CERTAIN 
PURPOSES.—Section 3(a)(34) of such Act (15 
U.S.C. 78c(a)(34)) is amended—
(A) in subparagraph (A)—
(i) in clause (ii), by striking ‘‘(i) or 
(iii)’’ and inserting ‘‘(i), (iii), or (iv)’’; 
(ii) by striking ‘‘and’’ at the end of 
clause (iii); 
(iii) by redesignating clause (iv) as 
clause (v); and 
(iv) by inserting the following new 
clause after clause (iii): 
‘‘(iv) the Director of the Office of 
Thrift Supervision, in the case of a savings 
association (as defined in section 3(b) of 
the Federal Deposit Insurance Act (12 
U.S.C. 1813(b))) the deposits of which are 
insured by the Federal Deposit Insurance 
Corporation, a subsidiary or a department 
or division of any such savings association,
or a savings and loan holding company; 
and’’; 
(B) in subparagraph (B)—
(i) in clause (ii), by striking ‘‘(i) or 
(iii)’’ and inserting ‘‘(i), (iii), or (iv)’’; 
(ii) by striking ‘‘and’’ at the end of 
clause (iii); 
(iii) by redesignating clause (iv) as 
clause (v); and 
(iv) by inserting the following new 
clause after clause (iii): 
‘‘(iv) the Director of the Office of 
Thrift Supervision, in the case of a savings 
association (as defined in section 3(b) of 
the Federal Deposit Insurance Act (12 
U.S.C. 1813(b))) the deposits of which are 
insured by the Federal Deposit Insurance 
Corporation, or a subsidiary of any such 
savings association, or a savings and loan 
holding company; and’’; 
(C) in subparagraph (C)—
(i) in clause (ii), by striking ‘‘(i) or 
(iii)’’ and inserting ‘‘(i), (iii), or (iv)’’; 
(ii) by striking ‘‘and’’ at the end of 
clause (iii);
(iii) by redesignating clause (iv) as 
clause (v); and 
(iv) by inserting the following new 
clause after clause (iii): 
‘‘(iv) the Director of the Office of 
Thrift Supervision, in the case of a savings 
association (as defined in section 3(b) of 
the Federal Deposit Insurance Act (12 
U.S.C. 1813(b))) the deposits of which are 
insured by the Federal Deposit Insurance 
Corporation, a savings and loan holding 
company, or a subsidiary of a savings and 
loan holding company when the appro-
priate regulatory agency for such clearing 
agency is not the Commission; and’’; 
(D) in subparagraph (D)—
(i) by striking ‘‘and’’ at the end of 
clause (ii); 
(ii) by redesignating clause (iii) as 
clause (iv); and 
(iii) by inserting the following new 
clause after clause (ii): 
‘‘(iii) the Director of the Office of 
Thrift Supervision, in the case of a savings 
association (as defined in section 3(b) of
the Federal Deposit Insurance Act (12 
U.S.C. 1813(b))) the deposits of which are 
insured by the Federal Deposit Insurance 
Corporation; and’’; 
(E) in subparagraph (F)—
(i) by redesignating clauses (ii), (iii), 
and (iv) as clauses (iii), (iv), and (v), re-
spectively; and 
(ii) by inserting the following new 
clause after clause (i): 
‘‘(ii) the Director of the Office of 
Thrift Supervision, in the case of a savings 
association (as defined in section 3(b) of 
the Federal Deposit Insurance Act (12 
U.S.C. 1813(b))) the deposits of which are 
insured by the Federal Deposit Insurance 
Corporation; and’’; 
(F) by moving subparagraph (H) and in-
serting such subparagraph after subparagraph 
(G); and 
(G) by adding at the end the following new 
sentence: ‘‘As used in this paragraph, the term 
‘savings and loan holding company’ has the 
meaning given it in section 10(a) of the Home 
Owners’ Loan Act (12 U.S.C. 1467a(a)).’’.