SEC. 2. TREATMENT OF MUTUAL CAPITAL CERTIFICATES. 
(a) IN GENERAL.—Section 38 of the Federal Deposit 
Insurance Act (12 U.S.C. 1831o) is amended— 
(1) in subsection (b)(2)— 
(A) by redesignating subparagraphs (F) 
through (I) as subparagraphs (H) through (K), 
respectively; and 
(B) by inserting after subparagraph (E) 
the following new subparagraphs: 
‘‘(F) MUTUAL
CAPITAL
CERTIFICATE.— 
The term ‘mutual capital certificate’ means a 
financial instrument issued by a mutual deposi-
tory pursuant to subsection (c)(1)(C) that— 
‘‘(i) is subordinate to all claims 
against such mutual depository; 
‘‘(ii) is unsecured by the assets of 
such mutual depository; 
‘‘(iii) does not permit preemptive 
rights; 
‘‘(iv) does not provide voting or mem-
ber rights to the holder unless the board of 
directors of such mutual depository pro-
poses to change the specific terms of any 
class of such certificates in a manner ad-
verse to the interests of the holder; 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00002
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
‘‘(v) is not eligible for use as collateral 
for any loan made by such mutual deposi-
tory; 
‘‘(vi) if declared by the board of direc-
tors of such mutual depository, entitles the 
holder to a payment of fixed, variable, or 
participating dividends; and 
‘‘(vii) is not redeemable until the date 
that is 5 years after the date of issuance, 
except in the case of merger, conversion, or 
consolidation of such mutual depository, or 
reorganization of such mutual depository 
into a mutual holding company or a Fed-
eral mutual bank holding company (as 
such term is defined in section 5133A(a) 
of the Revised Statutes of the United 
States). 
‘‘(G) MUTUAL
DEPOSITORY.—The term 
‘mutual depository’ means an insured deposi-
tory institution operating in a non-stock form, 
including a Federal non-stock depository and 
any form of non-stock depository provided for 
under State law, the deposits of which are in-
sured by an instrumentality of the Federal Gov-
ernment.’’; and 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
(2) in subsection (c)(1)— 
(A) in subparagraph (A), by inserting 
‘‘and subparagraph (C)’’ after ‘‘subparagraph 
(B)(ii)’’; and 
(B) by inserting after subparagraph (B) 
the following new subparagraph: 
‘‘(C) MUTUAL CAPITAL CERTIFICATES.—A 
mutual depository is authorized to issue mutual 
capital certificates that shall qualify as common 
equity Tier 1 capital (as such term is defined 
by the appropriate Federal banking agency) for 
purposes of any capital requirements mandated 
by any Federal law or regulation.’’. 
(b) REGULATIONS.—Not later than 180 days after 
the date of enactment of this section, the appropriate Fed-
eral banking agencies shall jointly issue regulations to im-
plement this section. 
SEC. 3. CHARTERING MUTUAL NATIONAL BANKS AND ES-
TABLISHING FEDERAL MUTUAL BANK HOLD-
ING COMPANIES. 
(a) IN GENERAL.—Chapter 1 of title LXII of the Re-
vised Statutes of the United States (12 U.S.C. 21 et seq.) 
is amended by inserting after section 5133 the following 
new sections: 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
‘‘SEC. 5133A. MUTUAL NATIONAL BANKS. 
‘‘(a) DEFINITIONS.—In this section and in section 
5133B the following definitions shall apply: 
‘‘(1) APPROPRIATE FEDERAL BANKING AGEN-
CY.—The term ‘appropriate Federal banking agency’ 
has the meaning given such term in section 3 of the 
Federal Deposit Insurance Act (12 U.S.C. 1813). 
‘‘(2) DEPOSITORY INSTITUTION SUBSIDIARY.— 
The term ‘depository institution subsidiary’ means 
an insured depository institution that is a subsidiary 
(as such term is defined in section 3 of the Federal 
Deposit Insurance Act (12 U.S.C. 1813)) of a Fed-
eral mutual bank holding company. 
‘‘(3) INSURED DEPOSITORY INSTITUTION.—The 
term ‘insured depository institution’ has the mean-
ing given such term in section 3 of the Federal De-
posit Insurance Act (12 U.S.C. 1813). 
‘‘(4) FEDERAL MUTUAL BANK HOLDING COM-
PANY.—The term ‘Federal mutual bank holding 
company’ means a bank holding company operating 
in mutual form organized under section 5133B that 
owns, directly or indirectly, a majority of the shares 
of voting stock of each depository institution sub-
sidiary. 
‘‘(5) MODIFICATION
OF
A
FEDERAL
MUTUAL 
BANK HOLDING COMPANY.—The term ‘modification 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
of a Federal mutual bank holding company’ 
means— 
‘‘(A) the sale of shares of common or pre-
ferred stock in a depository institution sub-
sidiary to any party other than the parent Fed-
eral mutual bank holding company of such de-
pository institution subsidiary or a wholly 
owned subsidiary of that parent; 
‘‘(B) the voluntary grant of a lien on 
shares of common or preferred stock in a de-
pository institution subsidiary; or 
‘‘(C) any action that affects the corporate 
structure of the Federal mutual bank holding 
company and materially impacts the rights of 
its members. 
‘‘(6) MUTUAL
CAPITAL
CERTIFICATE.—The 
term ‘mutual capital certificate’ has the meaning 
given such term in section 38(b)(2) of the Federal 
Deposit Insurance Act (12 U.S.C. 1831o(b)(2)). 
‘‘(7) MUTUAL DEPOSITORY.—The term ‘mutual 
depository’ means an insured depository institution 
operating in a non-stock form, including a Federal 
non-stock depository and any form of non-stock de-
pository provided for under State law, the deposits 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00006
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
of which are insured by an instrumentality of the 
Federal Government. 
‘‘(8) MUTUAL
NATIONAL
BANK.—The term 
‘mutual national bank’ means a mutual depository 
chartered by the Comptroller of the Currency under 
this section. 
‘‘(9) MUTUALITY.—The term ‘mutuality’ means 
the quality of being an insured depository institution 
organized under a Federal or State law providing for 
the organization of non-stock depository institutions, 
or a holding company organized under a Federal or 
State law providing for the organization of non-stock 
entities that control one or more depository institu-
tions. 
‘‘(10) NATIONAL
BANK.—The term ‘national 
bank’ means a banking association organized pursu-
ant to section 5133. 
‘‘(11) MUTUAL
MEMBER.—The term ‘mutual 
member’ means each tax liable depositor in a mutual 
depository’s savings, demand, or other authorized 
depository accounts who is not a prior charter mem-
ber. 
‘‘(12) PRIOR
CHARTER
MEMBER.—The term 
‘prior charter member’ means each tax liable deposi-
tor in a mutual national bank that maintains under 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00007
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
its prior mutual depository charter pursuant to sub-
section (d)(1)(B). 
‘‘(13) STATE
BANK.—The term ‘State bank’ 
has the meaning given such term in section 3 of the 
Federal Deposit Insurance Act (12 U.S.C. 1813). 
‘‘(14) TAX LIABLE DEPOSITOR.—The term ‘tax 
liable depositor’ means the single person responsible 
for paying any Federal taxes due on any interest 
paid on any deposits held within any savings, de-
mand, or other authorized depository account. 
‘‘(b) CHARTERING MUTUAL NATIONAL BANKS.— 
Notwithstanding the provision designated the ‘Third’ of 
section 5134, in order to establish mutual institutions op-
erating in non-stock form for the deposit of funds, the ex-
tension of credit, and provision of other services, the 
Comptroller of the Currency may charter mutual national 
banks either de novo or through a conversion of any in-
sured depository institution or any insured credit union 
(as such term is defined in section 101 of the Federal 
Credit Union Act (12 U.S.C. 1752)), subject to regula-
tions prescribed by the Comptroller of the Currency in ac-
cordance with this section. The powers conferred by this 
section are intended to provide for the creation and main-
tenance of mutual national banks as bodies corporate ex-
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00008
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
isting in perpetuity for the benefit of their depositors and 
the communities in which they operate. 
‘‘(c) REGULATIONS.— 
‘‘(1) REGULATIONS OF THE COMPTROLLER.— 
The Comptroller of the Currency is authorized to 
prescribe appropriate regulations for the organiza-
tion, incorporation, examination, operation, and reg-
ulation of mutual national banks. 
‘‘(2) APPLICABILITY
OF
CAPITAL
STOCK
RE-
QUIREMENTS.—The Comptroller of the Currency 
shall prescribe regulations applicable to mutual na-
tional banks regarding the requirements of this title 
with respect to capital stock and the limitations im-
posed on national banks under this title based on 
capital stock. 
‘‘(d) CONVERSIONS.— 
‘‘(1) CONVERSION OF A MUTUAL DEPOSITORY 
TO A MUTUAL NATIONAL BANK.—Subject to such 
regulations as the Comptroller of the Currency may 
prescribe, a mutual depository that elects to convert 
to a mutual national bank shall submit to the Comp-
troller of the Currency a notice of its election to con-
vert on a specified date that is on or after the date 
that is 30 days after the date on which the notice 
is filed. 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00009
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
‘‘(A) CHARTER.—The mutual depository 
shall be converted to a mutual national bank 
and the Comptroller of the Currency shall issue 
a charter described in subsection (b) on the 
specified date described in paragraph (1). 
‘‘(B) OPTION TO MAINTAIN MUTUAL DE-
POSITORY CHARTER.—After converting and re-
ceiving a charter under subparagraph (A), such 
mutual national bank may continue to exercise 
the governance, investments, and authorities 
permitted under its prior mutual depository 
charter. 
‘‘(2) CONVERSION
OF
A
MUTUAL
NATIONAL 
BANK
TO
A
STOCK
NATIONAL
BANK.—Subject to 
such regulations as the Comptroller of the Currency 
may prescribe for the protection of the rights of mu-
tual members and for any other purpose the Comp-
troller of the Currency may consider appropriate, 
any mutual national bank may reorganize as a na-
tional bank operating in stock form. 
‘‘(3) CONVERSION
OF
A
MUTUAL
NATIONAL 
BANK
TO
A
STATE
BANK.—Any mutual national 
bank may convert to a State bank in accordance 
with regulations prescribed by the Comptroller of the 
Currency and applicable State law. 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00010
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
‘‘(e) TERMINATING MUTUALITY.—A mutual national 
bank shall terminate mutuality by— 
‘‘(1) liquidating; or 
‘‘(2) converting to a national bank operating in 
stock form under subsection (d)(2) or to a State 
bank under subsection (d)(3). 
‘‘(f) STATUS AND RIGHTS OF MEMBERS.— 
‘‘(1) IN
GENERAL.—The status of a mutual 
member or prior charter member is primarily as a 
depositor and secondarily as a holder of a contingent 
right to participate in the equity of such mutual na-
tional bank upon a liquidation or conversion pursu-
ant to subsection (e). 
‘‘(2) MEMBER RIGHTS.— 
‘‘(A) PRIOR CHARTER MEMBER RIGHTS.— 
The status and rights of a prior charter mem-
bers shall be governed by the law of the prior 
mutual depository charter. 
‘‘(B) MUTUAL
MEMBER
RIGHTS.—Each 
mutual member of a mutual national bank that 
receives a charter pursuant to subsection (b) 
shall have the following rights: 
‘‘(i) The right to vote for delegates to 
the board of directors of such mutual na-
tional bank. 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00011
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
‘‘(ii) The right to attend any meeting 
of mutual members called by the board of 
directors of such mutual national bank. 
‘‘(iii) Any other rights agreed upon by 
contract between the mutual member and 
the mutual national bank. 
‘‘(3) CERTAIN VOTING RIGHTS.—On questions 
requiring action by its mutual members, the mutual 
national bank shall provide in its charter that each 
such mutual member shall have either— 
‘‘(A) one vote per mutual member; or 
‘‘(B) one vote for each $100, or fraction 
thereof, of the withdrawal value of the mutual 
member’s account, but not more than 1,000 
votes per mutual member. 
‘‘(4) CONTINUITY OF RIGHTS.—If a mutual na-
tional bank converts to a Federal mutual bank hold-
ing company pursuant to section 5133B, a mutual 
member or prior charter member of such mutual na-
tional bank shall have the same rights with respect 
to that Federal mutual bank holding company as 
such member had with respect to the mutual na-
tional bank immediately prior to such conversion. 
‘‘(5) CONVERSION RIGHTS.—If the board of di-
rectors of a mutual national bank, in its sole discre-
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00012
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
tion, determines that a conversion described in para-
graph (2) or (3) of subsection (d) is in the best in-
terests of the community in which such bank oper-
ates, and the mutual members or prior charter mem-
bers of such bank approve the conversion through a 
special proxy, then on a record date set by the board 
of directors such members shall have the first right 
to subscribe for and purchase stock in the converted 
bank. 
‘‘(6) LIQUIDATION RIGHTS.—If a mutual na-
tional bank is liquidated by operation of law, or if 
the board of directors of a mutual national bank, in 
its sole discretion, determines a liquidation of such 
bank is in the best interests of the community in 
which such bank operates and the mutual members 
or prior charter members of such bank approve the 
liquidation, then on the date of liquidation, members 
of the liquidated mutual national bank shall have the 
right to have credited to their accounts, on a pro 
rata basis, any residual assets that remain after the 
liquidation of such bank. 
‘‘(g) PROXIES.— 
‘‘(1) IN GENERAL.—A mutual member may give 
a perpetual proxy to a committee of the board of di-
rectors of the mutual depository in writing or elec-
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00013
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
tronically. Such proxy may be used to vote on any 
issue requiring approval of the mutual members. 
‘‘(2) USE OF PROXIES.—A proxy given under 
paragraph (1) may vote on the conversion of a mu-
tual depository to a mutual national bank and any 
concurrent or subsequent reorganization to a Fed-
eral mutual bank holding company, except that ab-
sent a finding by the appropriate Federal banking 
agency of the mutual depository that action is need-
ed to avoid loss to the Deposit Insurance Fund of 
the Federal Deposit Insurance Corporation or to 
protect the stability of the United States financial 
system, such proxy may not be used to vote in favor 
of— 
‘‘(A) terminating mutuality for a mutual 
national bank or a Federal mutual bank holding 
company; or 
‘‘(B) permitting the modification of a Fed-
eral mutual bank holding company. 
‘‘(3) EFFECT OF CONVERSION OR REORGANIZA-
TION.—A proxy given under paragraph (1) shall 
continue to be valid after the conversion of a mutual 
depository to a mutual national bank pursuant to 
subsection (d)(1)(A) and any concurrent or subse-
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00014
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
prescribed by the charter or bylaws of such 
bank. 
‘‘(3) CONVERSION
TO
A
FEDERAL
MUTUAL 
BANK HOLDING COMPANY.—Upon the approval of 
the reorganization plan submitted under paragraph 
(1) and the issuance of the appropriate charters— 
‘‘(A) the substantial part of the assets and 
liabilities of the mutual national bank, including 
all of the insured liabilities, shall be transferred 
to a national bank, a majority of the shares of 
voting stock of which is owned, directly or indi-
rectly, by the mutual national bank that is to 
become a Federal mutual bank holding com-
pany; and 
‘‘(B) the mutual national bank shall be-
come a Federal mutual bank holding company. 
‘‘(b) OWNERSHIP OF DEPOSITORY INSTITUTION SUB-
SIDIARIES.—To avoid terminating mutuality, a Federal 
mutual bank holding company must own, directly or indi-
rectly, at least a majority of the shares of voting stock 
of each of its depository institution subsidiaries. 
‘‘(c) TERMINATING MUTUALITY.— 
‘‘(1) LIQUIDATING
OR
CONVERTING.—A Fed-
eral mutual bank holding company shall terminate 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00017
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
mutuality by liquidating or converting to a bank 
holding company operating in stock form. 
‘‘(2) 
NO
TERMINATION.—Notwithstanding 
paragraph (1), a reorganization of a mutual deposi-
tory or a modification of a Federal mutual bank 
holding company may not terminate mutuality. 
‘‘(d) RETENTION OF CAPITAL.—In connection with 
a reorganization described in subsection (a), a mutual na-
tional bank may retain capital at the holding company 
level in order to comply with the capital requirements of 
the Board of Governors for holding companies. 
‘‘(e) OTHER CONVERSIONS.— 
‘‘(1) CONVERSION OF A STATE MUTUAL BANK 
HOLDING COMPANY TO A FEDERAL MUTUAL BANK 
HOLDING COMPANY.—Subject to such regulations as 
the Board of Governors may prescribe, a mutual 
bank holding company organized under State law 
that elects to convert to a Federal mutual bank 
holding company— 
‘‘(A) shall submit to the Board of Gov-
ernors a notice of its election to convert on a 
specified date that is on or after the date that 
is 30 days after the date on which the notice 
is filed; and 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00018
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
‘‘(B) shall be converted to a Federal mu-
tual bank holding company on such specified 
date. 
‘‘(2) MAINTENANCE
OF
ORIGINAL
POWERS, 
GOVERNANCE, AND AUTHORITIES.—Upon conversion 
to a Federal mutual bank holding company, the enti-
ty may continue to exercise the powers, governance, 
and authorities permitted to it as a mutual bank 
holding company organized under State law. 
‘‘(3) CONVERSION OF FEDERAL MUTUAL BANK 
HOLDING COMPANY TO BANK HOLDING COMPANY.— 
Subject to such regulations as the Board of Gov-
ernors may prescribe, any Federal mutual bank 
holding company that is organized under subsection 
(a) may reorganize as a bank holding company oper-
ating in stock form. 
‘‘(f) RIGHTS OF MUTUAL HOLDING COMPANY MEM-
BERS.—Each tax liable depositor in a savings, demand, 
or other authorized depository account in depository insti-
tution subsidiary shall have the same rights with respect 
to the Federal mutual bank holding company as such de-
positor would have had if the depository institution sub-
sidiary had been a mutual national bank. 
‘‘(g) REGULATION.—A Federal mutual bank holding 
company shall be— 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00019
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
‘‘(1) chartered by the Board of Governors and 
subject to its regulation and supervision; and 
‘‘(2) regulated under the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1841 et seq.) on terms, 
and subject to limitations, comparable to those ap-
plicable to any other bank holding company. 
‘‘(h) CAPITAL IMPROVEMENT.— 
‘‘(1) PLEDGE OF STOCK OF NATIONAL BANK 
SUBSIDIARY.—This section shall not prohibit a Fed-
eral mutual bank holding company from pledging all 
or a portion of the stock of the national bank char-
tered as part of a transaction described in sub-
section (a) to raise capital for such national bank. 
‘‘(2) ISSUANCE OF NONVOTING SHARES.—This 
section shall not prohibit a national bank chartered 
as part of a transaction described in subsection (a) 
from issuing any nonvoting shares or less than 50 
percent of the voting shares of such national bank 
to any person other than the Federal mutual bank 
holding company. 
‘‘(i) INSOLVENCY AND LIQUIDATION.— 
‘‘(1) IN GENERAL.—Notwithstanding any other 
provision of law, the Board of Governors may file a 
petition under chapter 7 of title 11, United States 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00020
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
Code, with respect to a Federal mutual bank holding 
company upon— 
‘‘(A) the default of any depository institu-
tion subsidiary, the stock of which is owned by 
the Federal mutual bank holding company; or 
‘‘(B) a foreclosure on a pledge by the Fed-
eral mutual bank holding company described in 
subsection (h)(1). 
‘‘(2) DISTRIBUTION OF NET PROCEEDS.—Ex-
cept as provided in paragraph (3), the net proceeds 
of any liquidation of any Federal mutual bank hold-
ing company under paragraph (1) shall be trans-
ferred to persons who hold an interest in such Fed-
eral mutual bank holding company. 
‘‘(3) RECOVERY BY FDIC.—If the Federal De-
posit Insurance Corporation incurs a loss as a result 
of the default of any depository institution sub-
sidiary that is liquidated under paragraph (1), the 
Federal Deposit Insurance Corporation shall succeed 
to the interests of the depositors of the depository 
institution subsidiary as members of the Federal 
mutual bank holding company to the extent of the 
Federal Deposit Insurance Corporation’s loss. 
‘‘(j) CONFORMING REFERENCES.—Unless otherwise 
provided by the Board of Governors— 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00021
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
‘‘(1) any reference in any Federal law to a bank 
holding company operating in stock form shall be 
deemed to refer also to a Federal mutual bank hold-
ing company; 
‘‘(2) any reference in any Federal law to the 
term ‘board of directors’, ‘director’, or ‘directors’ of 
a national bank operating in stock form shall be 
deemed to refer also to the board of a Federal mu-
tual bank holding company; and 
‘‘(3) any terms in Federal law that may apply 
only to a national bank operating in stock form, in-
cluding the terms ‘stock’, ‘shares’, ‘shares of stock’, 
‘capital stock’, ‘common stock’, ‘stock certificate’, 
‘stock certificates’, ‘certificates representing shares 
of stock’, ‘stock dividend’, ‘transferable stock’, ‘each 
class of stock’, ‘cumulate such shares’, ‘par value’, 
or ‘preferred stock’ shall not apply to a Federal mu-
tual bank holding company unless the Board of Gov-
ernors of the Federal Reserve System determines 
that context requires otherwise. 
‘‘(k) LIMITATION ON FEDERAL REGULATION OF MU-
TUAL DEPOSITORIES.—Except as otherwise provided in 
Federal law, the Comptroller of the Currency, the Board 
of Governors of the Federal Reserve System, and the Fed-
eral Deposit Insurance Corporation may not adopt or en-
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00022
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
force any regulation that contravenes the corporate mu-
tual governance rules prescribed by State law or regulation 
for mutual depositories unless the Comptroller, Board of 
Governors, or Corporation finds that the Federal regula-
tion is necessary to assure the safety and soundness of 
the mutual depository.’’. 
(b) TABLE OF CONTENTS AMENDMENT.—The table 
of sections for chapter 1 of title LXII of the Revised Stat-
utes of the United States (12 U.S.C. 21 et seq.) is amend-
ed by inserting after the item relating to section 5133 the 
following new items: 
‘‘Sec. 5133A. Mutual national banks. 
‘‘Sec. 5133B. Federal mutual bank holding companies.’’. 
(c) APPROPRIATE FEDERAL BANKING AGENCY FOR 
FEDERAL MUTUAL BANK HOLDING COMPANIES.—Sec-
tion 3(q)(3) of the Federal Deposit Insurance Act (12 
U.S.C. 1813(q)(3)) is amended— 
(1) in subparagraph (F), by striking ‘‘; and’’ 
and inserting a semicolon at the end; 
(2) in subparagraph (G), by striking the period 
at the end and inserting ‘‘; and’’; and 
(3) by inserting after subparagraph (G) the fol-
lowing new subparagraph: 
‘‘(H) supervisory or regulatory proceedings 
arising from the authority given to the Board 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00023
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
of Governors under section 5133B of the Re-
vised Statutes of the United States.’’. 
SEC. 4. CONVERSION OF A MUTUAL HOLDING COMPANY TO 
A FEDERAL MUTUAL BANK HOLDING COM-
PANY. 
(a) IN GENERAL.—A mutual holding company, in-
cluding any form of mutual depository holding company 
provided for under State law, may convert to a Federal 
mutual bank holding company by filing with the Board 
of Governors of the Federal Reserve System a notice of 
its election to convert on a specified date that is on or 
after the date that is 30 days after the date on which the 
notice is filed, and such mutual holding company shall be 
converted to a Federal mutual bank holding company on 
such specified date. 
(b) DEFINITIONS.—In this section the following defi-
nitions apply: 
(1) FEDERAL
MUTUAL
BANK
HOLDING
COM-
PANY.—The term ‘‘Federal mutual bank holding 
company’’ has the meaning given such term in sec-
tion 5133A(a) of the Revised Statutes of the United 
States. 
(2) MUTUAL
HOLDING
COMPANY.—The term 
‘‘mutual holding company’’ has the meaning given 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00024
Fmt 6652
Sfmt 6201
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS
such term in section 10(o)(10) of the Home Owners’ 
Loan Act (12 U.S.C. 1467a(o)(10)). 
Æ 
VerDate Mar 15 2010 
01:57 Mar 21, 2014
Jkt 039200
PO 00000
Frm 00025
Fmt 6652
Sfmt 6301
E:\BILLS\H4252.IH
H4252
tjames on DSK6SPTVN1PROD with BILLS