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surance premiums have not satisfied the
uniformity or reciprocity requirements of
subsections (a) and (b) of section 321; and
(2) the NAIC has not approved the As-
sociation’s bylaws as required by section
328, the NAIC is unable to operate or su-
pervise the Association, or the Associa-
tion is not conducting its activities as re-
quired under this Act.
(b) BOARD APPOINTMENTS.—If the repeals
required by subsection (a) are implemented—
(1) GENERAL
APPOINTMENT
POWER.—
The President, with the advice and con-
sent of the United States Senate, shall ap-
point the members of the Association’s
Board established under section 326 from
lists of candidates recommended to the
President by the National Association of
Insurance Commissioners.
(2) PROCEDURES
FOR
OBTAINING
NA-
TIONAL ASSOCIATION OF INSURANCE COMMIS-
SIONERS
APPOINTMENT
RECOMMENDA-
TIONS.—
(A) INITIAL
DETERMINATION
AND
RECOMMENDATIONS.—After the date on
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which the provisions of part a of this
section take effect, then the National
Association of Insurance Commis-
sioners shall have 60 days to provide
a list of recommended candidates to
the President. If the National Associa-
tion of Insurance Commissioners fails
to provide a list by that date, or if
any list that is provided does not in-
clude at least 14 recommended can-
didates or comply with the require-
ments of section 326(c), the President
shall, with the advice and consent of
the United States Senate, make the
requisite appointments without con-
sidering the views of the NAIC.
(B) SUBSEQUENT
APPOINTMENTS.—
After the initial appointments, the
National Association of Insurance
Commissioners shall provide a list of
at least 6 recommended candidates
for the Board to the President by
January 15 of each subsequent year.
If the National Association of Insur-
ance Commissioners fails to provide a
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list by that date, or if any list that is
provided does not include at least 6
recommended candidates or comply
with the requirements of section
326(c), the President, with the advice
and consent of the Senate, shall make
the requisite appointments without
considering the views of the NAIC.
(C) PRESIDENTIAL OVERSIGHT.—
(i) REMOVAL.—If the President
determines that the Association is
not acting in the interests of the
public, the President may remove
the entire existing Board for the
remainder of the term to which
the members of the Board were
appointed and appoint, with the
advice and consent of the Senate,
new members to fill the vacancies
on the Board for the remainder of
such terms.
(ii) SUSPENSION
OF
RULES
OR
ACTIONS.—The President, or a per-
son designated by the President
for such purpose, may suspend
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the effectiveness of any rule, or
prohibit any action, of the Asso-
ciation which the President or
the designee determines is con-
trary to the public interest.
(d) ANNUAL REPORT.—As soon as prac-
ticable after the close of each fiscal year, the
Association shall submit to the President and
to Congress a written report relative to the
conduct of its business, and the exercise of
the other rights and powers granted by this
subtitle, during such fiscal year. Such report
shall include financial statements setting
forth the financial position of the Association
at the end of such fiscal year and the results
of its operations (including the source and ap-
plication of its funds) for such fiscal year.
SEC. 333. RELATIONSHIP TO STATE LAW.
(a) PREEMPTION
OF
STATE
LAWS.—State
laws, regulations, provisions, or actions pur-
porting to regulate insurance producers shall
be preempted in the following instances:
(1) No State shall impede the activi-
ties of, take any action against, or apply
any provision of law or regulation to, any
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insurance producer because that insur-
ance producer or any affiliate plans to
become, has applied to become, or is a
member of the Association.
(2) No State shall impose any require-
ment upon a member of the Association
that it pay different fees to be licensed or
otherwise qualified to do business in that
State, including bonding requirements,
based on its residency.
(3) No State shall impose any licens-
ing, appointment, integrity, personal or
corporate qualifications, education, train-
ing, experience, residency, or continuing
education requirement upon a member of
the Association that is different than the
criteria for membership in the Associa-
tion or renewal of such membership, ex-
cept that counter-signature requirements
imposed on nonresident producers shall
not be deemed to have the effect of limit-
ing or conditioning a producer’s activi-
ties because of its residence or place of
operations under this section.
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(4) No State shall implement the pro-
cedures of such State’s system of licens-
ing or renewing the licenses of insurance
producers in a manner different from the
authority of the Association under sec-
tion 325.
(b) SAVINGS PROVISION.—Except as pro-
vided in subsection (a), no provision of this
section shall be construed as altering or af-
fecting the continuing effectiveness of any
law, regulation, provision, or action of any
State which purports to regulate insurance
producers, including any such law, regula-
tion, provision, or action which purports to
regulate unfair trade practices or establish
consumer protections, including, but not lim-
ited to, countersignature laws.
SEC. 334. COORDINATION WITH OTHER REGULATORS.
(a) COORDINATION WITH STATE INSURANCE
REGULATORS.—The Association shall have the
authority to—
(1) issue uniform insurance producer
applications and renewal applications
that may be used to apply for the issu-
ance or removal of State licenses, while
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preserving the ability of each State to im-
pose such conditions on the issuance or
renewal of a license as are consistent
with section 333;
(2) establish a central clearinghouse
through which members of the Associa-
tion may apply for the issuance or re-
newal of licenses in multiple States; and
(3) establish or utilize a national
database for the collection of regulatory
information concerning the activities of
insurance producers.
(b) COORDINATION WITH THE NATIONAL AS-
SOCIATION OF SECURITIES DEALERS.—The Asso-
ciation shall coordinate with the National As-
sociation of Securities Dealers in order to
ease any administrative burdens that fall on
persons that are members of both associa-
tions, consistent with the purposes of this
subtitle and the Federal securities laws.
SEC. 335. JUDICIAL REVIEW.
(a) JURISDICTION.—The appropriate Unit-
ed States district court shall have exclusive
jurisdiction over litigation involving the Asso-
ciation, including disputes between the Asso-
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ciation and its members that arise under this
subtitle. Suits brought in State court involv-
ing the Association shall be deemed to have
arisen under Federal law and therefore be
subject to jurisdiction in the appropriate
United States district court.
(b) EXHAUSTION
OF
REMEDIES.—An ag-
grieved person must exhaust all available ad-
ministrative remedies before the Association
and the NAIC before it may seek judicial re-
view of an Association decision.
(c) STANDARDS OF REVIEW.—The standards
set forth in section 553 of title 5, United States
Code, shall be applied whenever a rule or
bylaw of the Association is under judicial re-
view, and the standards set forth in section
554 of title 5, United States Code, shall be ap-
plied whenever a disciplinary action of the
Association is judicially reviewed.
SEC. 336. DEFINITIONS.
For purposes of this subtitle, the follow-
ing definitions shall apply:
(1) INSURANCE.—The term ‘‘insurance’’
means any product defined or regulated
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as insurance by the appropriate State in-
surance regulatory authority.
(2) INSURANCE
PRODUCER.—The term
‘‘insurance producer’’ means any insur-
ance agent or broker, surplus lines
broker, insurance consultant, limited in-
surance representative, and any other
person that solicits, negotiates, effects,
procures, delivers, renews, continues or
binds policies of insurance or offers ad-
vice, counsel, opinions or services related
to insurance.
(3) STATE LAW.—The term ‘‘State law’’
includes all laws, decisions, rules, regula-
tions, or other State action having the ef-
fect of law, of any State. A law of the
United States applicable only to the Dis-
trict of Columbia shall be treated as a
State law rather than a law of the United
States.
(4) STATE.—The term ‘‘State’’ includes
any State, the District of Columbia, Amer-
ican Samoa, Guam, Puerto Rico, and the
United States Virgin Islands.
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(5) HOME
STATE.—The term ‘‘home
State’’ means the State in which the in-
surance producer maintains its principal
place of residence and is licensed to act
as an insurance producer.
TITLE 
IV—MERGER 
OF 
BANK
AND THRIFT CHARTERS, REG-
ULATORS, 
AND 
INSURANCE
FUNDS
SEC. 401. SHORT TITLE; DEFINITIONS.
(a) SHORT TITLE.—This title may be cited
as the ‘‘Thrift Charter Transition Act of 1997’’.
(b) DEFINITIONS.—Unless otherwise de-
fined in this title, the terms ‘‘bank holding
company’’, ‘‘depository institution’’, ‘‘Federal
savings association’’, ‘‘insured depository in-
stitution’’, ‘‘savings association’’, ‘‘State bank’’,
and ‘‘State savings association’’ have the same
meanings as in section 3 of the Federal De-
posit Insurance Act, as in effect on the day be-
fore the date of enactment of this Act.
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Subtitle A—Facilitating Conversion
of Savings Associations to Banks
SEC. 411. CONVERSION TO STATE OR NATIONAL BANKS.
(a) AUTOMATIC CONVERSION
OF FEDERAL
SAVINGS ASSOCIATIONS TO NATIONAL BANKS.—
(1) IN
GENERAL.—Effective 2 years
after the date of enactment of this Act,
each Federal savings association then in
existence shall be converted to a national
bank by operation of law.
(2) PRESERVATION OF RIGHTS, POWERS,
AND
PRIVILEGES.—Unless otherwise pro-
vided in this Act, a Federal savings asso-
ciation that is converted to a State bank
or a national bank under this section
shall continue to have all of the rights,
powers, privileges, and immunities that
such bank had as a Federal savings asso-
ciation on the day before the date of the
conversion to a bank.
(3) RETENTION OF ‘‘FEDERAL’’ IN NAME
OF
CONVERTED
FEDERAL
SAVINGS
ASSOCIA-
TION.—Section 2 of the Act entitled ‘‘An
Act to enable national banking associa-
tions to increase their capital stock and
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to change their names or locations.’’ and
approved May 1, 1886 (12 U.S.C. 30) is
amended by adding at the end the follow-
ing new subsection:
‘‘(d) RETENTION OF ‘FEDERAL’ IN NAME OF
CONVERTED FEDERAL SAVINGS ASSOCIATION.—
‘‘(1) 
IN
GENERAL.—Notwithstanding
subsection (a) or any other provision of
law, any depository institution the char-
ter of which is converted from that of a
Federal savings association to a national
bank or a State bank after the date of the
enactment of the Financial Services Act
of 1997 may retain the term ‘Federal’ in
the name of such institution so long as
such depository institution remains an
insured depository institution.
‘‘(2) DEFINITIONS.—For purposes of
this subsection, the terms ‘depository in-
stitution’, ‘insured depository institution’,
‘national bank’, and ‘State bank’ have the
same meanings given to such terms in
section 3 of the Federal Deposit Insur-
ance Act.’’.
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(b) EARLIER
CONVERSIONS
TO
NATIONAL
BANK.—The following paragraphs shall apply
during the 22-month period beginning 60 days
after the date of enactment of this Act:
(1) ACCELERATED CONVERSION OF FED-
ERAL SAVINGS ASSOCIATIONS.—Any Federal
savings association may file with the
Comptroller of the Currency a notice of
its election to accelerate its conversion to
a national bank to a specified date that is
not earlier than 30 days after the date on
which the notice is filed, and the associa-
tion shall be converted to a national bank
on the date specified in the notice.
(2) STREAMLINED CONVERSION OF STATE
SAVINGS ASSOCIATIONS.—Any State savings
association may (to the extent consistent
with State law) convert to a national
bank by filing with the Comptroller of
the Currency a notice of its election to
convert on a specified date that is not
earlier than 30 days after the date on
which the notice is filed, and the associa-
tion shall be converted to a national bank
on the date specified in the notice.
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(c) CONVERSION
TO
MUTUAL
NATIONAL
BANK.—A savings association that is operating
in mutual form on the date it is converted to
a national bank under this section shall be
converted to a mutual national bank as de-
fined in section 5133A of the Revised Statutes
of the United States.
(d) OTHER AUTHORITY NOT AFFECTED.—The
authority to convert to a national bank under
this section shall be in addition to any other
authority of a savings association to convert
to a national bank, State bank, or State sav-
ings association.
(e) EFFECTIVE DATE.—This section shall
take effect 60 days after the date of enactment
of this Act.
SEC. 412. MUTUAL NATIONAL BANKS AND FEDERAL MU-
TUAL BANK HOLDING COMPANIES AUTHOR-
IZED.
(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 5133 the following new sections:
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‘‘SEC. 5133A. MUTUAL NATIONAL BANKS.
‘‘(a) IN GENERAL.—The Comptroller of the
Currency may charter national banking asso-
ciations as mutual national banks, either de
novo or through the conversion of an insured
depository institution, in accordance with
this section and such regulations as the
Comptroller may prescribe.
‘‘(b) APPLICABLE LAW.—Unless otherwise
provided by this section or by the Comptrol-
ler of the Currency because of the mutual
form of the institution, a mutual national
bank—
‘‘(1) shall be subject to the same laws,
requirements, 
duties, 
and 
obligations
that apply to a national banking associa-
tion operating in stock form;
‘‘(2) shall have the same powers and
privileges as, and may engage in the
same activities subject to the same re-
strictions and limitations that apply to, a
national banking association operating in
stock form; and
‘‘(3) shall be supervised and examined
by the Comptroller in the same manner
and to the same extent as a national
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banking association operating in stock
form.
‘‘(c) CONVERSIONS.—Subject to any require-
ments imposed by the Comptroller—
‘‘(1) a mutual national bank may con-
vert to, or acquire and retain all or sub-
stantially all of the assets and liabilities
of, a national banking association operat-
ing in stock form; and
‘‘(2) a national banking association
operating in stock form may convert to a
mutual national bank.
‘‘(d) DEFINITIONS.—For purposes of this
section, the following definitions shall apply:
‘‘(1) 
INSURED
DEPOSITORY
INSTITU-
TION.—The term ‘insured depository insti-
tution’ has the same meaning as in sec-
tion 3 of the Federal Deposit Insurance
Act.
‘‘(2) 
MUTUAL
NATIONAL
BANK.—The
term ‘mutual national bank’ means a na-
tional banking association that operates
in mutual form and is chartered by the
Comptroller under this section.
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‘‘(e) 
CONFORMING
REFERENCES.—Unless
otherwise provided by the Comptroller—
‘‘(1) any reference in any Federal law
to a national bank, including a reference
to the term ‘national banking associa-
tion’, ‘member bank’, ‘national bank’, ‘na-
tional association’, ‘bank’, ‘insured bank’,
‘insured depository institution’, or ‘depos-
itory institution’, shall be deemed to refer
also to a ‘mutual national bank’;
‘‘(2) any reference in any Federal law
to the term ‘shareholder’, ‘shareholders’,
‘stockholder’, or ‘stockholders’ of a na-
tional bank shall be deemed to refer also
to any member or members of a mutual
national bank;
‘‘(3) any reference in any Federal law
to the term ‘board of directors’, ‘director’,
or ‘directors’ of a national bank shall be
deemed to refer also to the board of
trustees, trustee, or trustees, respec-
tively, of a mutual national bank; and
‘‘(4) any terms in Federal law that
may apply only to a national bank oper-
ating in stock form, including the terms
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‘stock’, ‘shares’, ‘shares of stock’, ‘capital
stock’, ‘common stock’, ‘stock certificate’,
‘stock certificates’, ‘certificate represent-
ing shares of stock’, ‘stock dividend’,
‘transferable stock’, ‘each class of stock’,
‘cumulate such shares’, ‘par value’, ‘pre-
ferred stock’, ‘body corporate’, ‘corpora-
tion’, ‘corporate powers’, ‘incorporated’,
‘articles of association’, and ‘corporate ex-
istence’, shall not apply to a mutual na-
tional bank, unless the Comptroller de-
termines that the context requires other-
wise.
‘‘SEC. 5133B. FEDERAL MUTUAL BANK HOLDING COMPA-
NIES.
‘‘(a) REORGANIZATION OF MUTUAL NATIONAL
BANK AS A HOLDING COMPANY.—
‘‘(1) IN GENERAL.—Subject to approval
under the Bank Holding Company Act of
1956, a mutual national bank may reorga-
nize so as to become a Federal mutual
bank holding company by submitting a
reorganization plan to the Comptroller of
the Currency for the Comptroller’s ap-
proval.
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‘‘(2) PLAN
APPROVAL.—Upon the ap-
proval of the reorganization plan by the
Comptroller of the Currency and the issu-
ance of the appropriate charters—
‘‘(A) the substantial part of the
mutual national bank’s assets and li-
abilities, including all of the bank’s
insured liabilities, shall be trans-
ferred to a national banking associa-
tion, the stock of which is owned (ex-
cept as otherwise provided by this
section) by the mutual national bank;
and
‘‘(B) the mutual national bank
shall become a Federal mutual bank
holding company.
‘‘(b) DIRECTORS
AND
CERTAIN
ACCOUNT
HOLDERS’ APPROVAL OF PLAN REQUIRED.—This
subsection does not authorize a reorganiza-
tion unless—
‘‘(1) a majority of the mutual national
bank’s board of directors has approved
the plan providing for such reorganiza-
tion; and
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‘‘(2) in the case of a mutual national
bank in which holders of accounts and
obligors exercise voting rights, a majority
of such individuals has approved the
plan at a meeting held at the call of the
directors 
under 
the 
procedures 
pre-
scribed by the bank’s charter and bylaws.
‘‘(c) RETENTION OF CAPITAL.—In connection
with a transaction described in subsection (a),
a mutual national bank may, subject to the
Comptroller’s approval, retain capital at the
holding company level to the extent that the
capital retained at the holding company level
exceeds the amount of capital required for the
national banking association chartered as a
part of a transaction described in subsection
(a) to meet all relevant capital standards es-
tablished by the Comptroller for national
banking associations.
‘‘(d) OWNERSHIP.—
‘‘(1) 
IN
GENERAL.—Persons 
having
ownership rights in the mutual national
bank under Federal or State law shall
have the same ownership rights with re-
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spect to the Federal mutual bank holding
company.
‘‘(2) HOLDERS OF CERTAIN ACCOUNTS.—
Holders of savings, demand, or other ac-
counts in the following institutions shall
have the same ownership rights with re-
spect to the Federal mutual bank holding
company as persons described in para-
graph (1):
‘‘(A) A national bank chartered as
part of a transaction described in
subsection (a).
‘‘(B) A mutual bank acquired
through the merger of the mutual
bank into a national bank subsidiary
of the holding company or an interim
national bank subsidiary of the hold-
ing company.
‘‘(e) REGULATION.—A Federal mutual bank
holding company shall be—
‘‘(1) chartered by the Comptroller of
the Currency and shall be subject to such
regulations as the Comptroller shall pre-
scribe; and
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‘‘(2) regulated under the Bank Hold-
ing Company Act of 1956 on the same
terms and subject to the same limitations
as any other company that controls a
bank.
‘‘(f) CAPITAL IMPROVEMENT.—
‘‘(1) PLEDGE
OF
STOCK
OF
NATIONAL
BANK SUBSIDIARY.—This section shall not
prohibit a Federal mutual bank holding
company from pledging all or a portion of
the stock of a national banking associa-
tion chartered as part of a transaction
described in subsection (a) to raise cap-
ital for such bank.
‘‘(2) ISSUANCE OF NONVOTING SHARES.—
This section shall not prohibit a national
banking association 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 bank, to any person other than
the Federal mutual bank holding com-
pany.
‘‘(g) INSOLVENCY AND LIQUIDATION.—
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‘‘(1) 
IN
GENERAL.—Notwithstanding
any other provision of law, the Comptrol-
ler of the Currency may file a petition
under chapter 7 of title 11, United States
Code, with respect to a Federal mutual
bank holding company upon—
‘‘(A) the default of any national
bank—
‘‘(i) the stock of which is
owned by the Federal mutual
bank holding company; and
‘‘(ii) that was chartered in a
transaction 
described 
in 
sub-
section (a); or
‘‘(B) a foreclosure on a pledge by
the Federal mutual bank holding
company 
described 
in 
subsection
(f)(1).
‘‘(2) DISTRIBUTION OF NET PROCEEDS.—
Except as provided in paragraph (3), the
net proceeds of any liquidation of any
Federal mutual bank holding company
under paragraph (1) shall be transferred
to persons who hold ownership interests
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in such Federal mutual bank holding
company.
‘‘(3) RECOVERY BY FDIC.—If the Federal
Deposit Insurance Corporation incurs a
loss as a result of the default of any in-
sured bank subsidiary of a Federal mu-
tual bank holding company that is liq-
uidated under paragraph (1), the Federal
Deposit Insurance Corporation shall suc-
ceed to the ownership interests of the de-
positors of the bank in the Federal mu-
tual bank holding company, to the extent
of the Federal Deposit Insurance Cor-
poration’s loss.
‘‘(h) DEFINITIONS.—
‘‘(1) FEDERAL
MUTUAL
BANK
HOLDING
COMPANY.—The 
term 
‘Federal 
mutual
bank holding company’ means a corpora-
tion chartered under this section.
‘‘(2) DEFAULT.—With respect to a na-
tional bank, the term ‘default’ means an
adjudication or other official determina-
tion by any court of competent jurisdic-
tion, the Comptroller, or other public au-
thority pursuant to which a conservator,
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receiver, or other legal custodian is ap-
pointed for the national bank.’’.
(b) TECHNICAL AMENDMENT.—The table of
sections for chapter one of title LXII of the Re-
vised Statutes of the United States (12 U.S.C.
21 et seq) is amended by inserting after the
item relating to section 5133 the following
new items:
‘‘5133A. Mutual national banks.
‘‘5133B. Federal mutual bank holding companies.’’.
(c) APPROPRIATE FEDERAL BANKING AGENCY
FOR FEDERAL MUTUAL BANK HOLDING COMPA-
NIES.—Section 3(q)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1813(q)(1)) is amend-
ed to read as follows:
‘‘(1) The Comptroller of the Currency
in the case of—
‘‘(A) any national banking associa-
tion, any District bank, or any Fed-
eral branch or agency of a foreign
bank; and
‘‘(B) supervisory or regulatory
proceedings arising from the author-
ity given to the Comptroller under
section 5133B of the Revised Statutes
of the United States.’’.
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(d) MUTUAL HOLDING COMPANY CONVER-
SION.—
(1) IN GENERAL.—Any mutual holding
company may convert to a Federal mu-
tual bank holding company by filing with
the Comptroller of the Currency a notice
of its election to convert on a specified
date that is not earlier than 30 days after
the date on which the notice is filed, and
the mutual holding company shall be con-
verted to a Federal mutual holding com-
pany charter on the date specified in the
notice.
(2) AUTOMATIC
CONVERSION.—On the
date 2 years after the date of enactment
of this Act, each mutual holding company
shall become a Federal mutual bank
holding company by operation of law.
(3) DEFINITIONS.—For purposes of this
subsection, the following definitions shall
apply:
(A) FEDERAL
MUTUAL
BANK
HOLD-
ING COMPANY.—The term ‘‘Federal mu-
tual bank holding company’’ has the
same meaning as in section 5133B of
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the Revised Statutes of the United
States (as added by this section).
(B) MUTUAL
HOLDING
COMPANY.—
The term ‘‘mutual holding company’’
has the same meaning as in section
10(o)(10)(A) of the Home Owners’
Loan Act as in effect on the day be-
fore the date of enactment of this Act.
(e) LIMITATION ON FEDERAL REGULATION OF
MUTUAL STATE BANKS.—Except as otherwise
provided in Federal law, the Comptroller of
the Currency, Board of Governors of the Fed-
eral Reserve System, and Federal Deposit In-
surance Corporation may not adopt or en-
force any regulation which contravenes the
corporation governance rules prescribed by
State law or regulation for mutual State
banks unless the Comptroller, Board, or Cor-
poration finds that such Federal regulation is
necessary to assure the safety and soundness
of such State banks.
(f) EFFECTIVE DATE.—This section shall
take effect 60 days after the date of enactment
of this Act.
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SEC. 413. GRANDFATHERED ACTIVITIES OF SAVINGS ASSO-
CIATIONS.
(a) SAVINGS ASSOCIATIONS THAT CONVERT
TO NATIONAL BANKS.—
(1) POWERS OF CONVERTED SAVINGS AS-
SOCIATIONS.—A national bank that re-
sulted from the conversion of a savings
association under section 411 may not en-
gage in any activity, including the hold-
ing of any asset, except as provided in
this section, or as otherwise permitted
for a national bank that does not result
from the conversion of a savings associa-
tion.
(2) GRANDFATHERED
ACTIVITIES.—Ex-
cept as provided in subsection (b), any
Federal savings association that con-
verted to a national bank under section
411 may continue to engage in any activ-
ity, including the holding of any asset, in
which it was lawfully engaged prior to
conversion pursuant to section 411.
(b) INVESTMENTS NOT AUTHORIZED FOR NA-
TIONAL BANKS TO HOLD DIRECTLY.—
(1) IN GENERAL.—Notwithstanding sec-
tion 5136 of the Revised Statutes of the
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United States or any other provision of
law, a national bank resulting from the
conversion of a savings association to a
national bank under section 411 may re-
tain an equity investment that is not per-
missible for a national bank to hold di-
rectly only if the bank complies with sec-
tion 5(t)(5) of the Home Owners’ Loan Act
(as in effect on the day before the date of
the enactment of the Thrift Charter Tran-
sition Act of 1997) to the same extent as
if the institution were a savings associa-
tion subject to the Home Owners’ Loan
Act.
(2) REGULATIONS
OF
EXISTING
ACTIVI-
TIES.—Investments held by a national
bank resulting from the conversion of a
savings association referred to in para-
graph (1) held on the date of the enact-
ment of the Thrift Charter Transition Act
of 1997 shall be subject to the same regu-
lations and supervision as if the institu-
tion were a savings association subject to
the Home Owners’ Loan Act as in effect
on the day before the date of the enact-
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ment of the Thrift Charter Transition Act
of 1997.
(3) INVESTMENTS
ACQUIRED
AFTER
EN-
ACTMENT.—For 
investments 
acquired
after the date of enactment of the Thrift
Charter Transition Act of 1997 but before
the conversion of a savings association to
a national bank under section 411, such
national bank—
(A) may, if a subsidiary of the
bank is engaged in an activity that is
not permissible for a national bank to
engage in directly, retain an equity
investment in the subsidiary only if
the bank and the subsidiary comply
with section 5136A of the Revised
Statutes of the United States; and
(B) shall, in determining compli-
ance with applicable capital stand-
ards, deduct from the bank’s assets
and 
tangible 
equity 
capital 
the
amount of any equity investment
(other than investment subject to
subparagraph (A)) that is not a per-
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missible investment for a national
bank to hold directly.
(c) PERMISSIBLE ACTIVITIES OF STATE SAV-
INGS ASSOCIATIONS THAT CONVERT
TO STATE
BANKS.—For purposes of section 24 of the Fed-
eral Deposit Insurance Act, a State savings as-
sociation that converts to a State bank may,
to the extent permitted by applicable State
law, continue to engage (in the same manner)
in any activity, including the holding of any
asset, permitted under section 28 of the Fed-
eral Deposit Insurance Act (as in effect on the
day before the date of enactment of this Act)
in which the savings association was lawfully
engaged on the day before the date of enact-
ment of this Act.
(d) TRANSITION PROVISION.—Notwithstand-
ing any other provision of this Act, in the case
of any insured savings association described
in this section securities offerings and other
financing transactions completed by such an
institution on or before the date of its conver-
sion pursuant to section 411 shall continue to
be governed by the capital and accounting
rules of the Office of Thrift Supervision as in
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effect on the date that such institution con-
verts to a bank or becomes treated as a State
bank.
SEC. 414. BRANCHES OF FORMER SAVINGS ASSOCIATIONS.
(a) BRANCHES.—
(1) EXISTING
BRANCHES
RETAINED.—
Notwithstanding any other provision of
law, any depository institution that quali-
fies under paragraph (2), and any succes-
sor to such an institution, may continue,
after the depository institution becomes a
bank, to operate any branch or agency
that the institution operated as a branch
or agency, or was in the process of estab-
lishing as a branch or agency, respec-
tively, as of the date of enactment of the
Thrift Charter Transition Act of 1997.
(2) DEPOSITORY INSTITUTION DEFINED.—
A depository institution qualifies under
this paragraph for purposes of paragraph
(1) if it—
(A)(i) is a savings association on
the date of enactment of the Thrift
Charter Transition Act of 1997; or
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(ii) has filed an application to be-
come a savings association by the
date of enactment of the Thrift Char-
ter Transition Act of 1997; and
(B) on or before the date 2 years
after the date of enactment of this
Act, becomes a State or national
bank.
(b) BRANCHING RIGHTS OBTAINED
IN AS-
SISTED
ACQUISITIONS.—Notwithstanding any
other provision of law, if a depository institu-
tion has branching rights under a contract
entered into with the Federal Home Loan
Bank Board or the Federal Savings and Loan
Insurance Corporation or pursuant to a reso-
lution of the Federal Home Loan Bank Board
or action of the Office of Thrift Supervision
or Resolution Trust Corporation as part of a
transaction in which the depository institu-
tion acquired or merged with a failed or fail-
ing savings association (prior to 1992), the de-
pository institution may continue to branch
in a manner consistent with that contract,
resolution, or action.
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(c) BRANCHING RIGHTS
OF STATE CHAR-
TERED INSTITUTIONS NOT AFFECTED.—Except as
provided in subsection (b), applicable State
law and Federal law shall govern the author-
ity of a savings association that converts to a
State savings association charter or a State
bank charter to continue to operate any
branch or agency that the institution oper-
ated prior to conversion and the future
branching rights of the converted institution.
(d) INTRASTATE
BRANCHES.—Any branch
operated under subsection (a)(1) in a State
other than the depository institution’s home
State may acquire, establish or operate addi-
tional branches in the host State to the same
extent as permitted for a national bank with
its main office located in the host State.
SEC. 415. PROGRAMS FOR PROMOTING HOUSING FINANCE.
Section 22 of the Federal Deposit Insur-
ance Act (12 U.S.C. 1830) is amended by—
(1) striking ‘‘It is not’’ and inserting
‘‘(a) IN GENERAL.—It is not’’; and
(2) adding at the end the following
new subsection:
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‘‘(b) PROGRAMS
FOR PROMOTING HOUSING
FINANCE.—
‘‘(1) FINDINGS.—The Congress finds
that it is in the national interest to pro-
tect and promote housing finance in the
process of converting savings associa-
tions to banks and eliminating the sepa-
rate Federal regulation of savings asso-
ciations.
‘‘(2) PROGRAMS REQUIRED.—In further-
ance of paragraph (1), each appropriate
Federal banking agency shall—
‘‘(A) develop and implement a pro-
gram designed to—
‘‘(i) facilitate the conversion
of savings associations to banks
and the treatment of State sav-
ings associations as State banks;
and
‘‘(ii) promote housing finance
by assuring that insured deposi-
tory institutions may, at their
own election, specialize in acqui-
sition, development, residential
mortgage finance, and residential
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mortgage and housing production
lending; and
‘‘(B) develop guidelines and pro-
cedures for assuring that insured de-
pository institutions are not subject
to supervisory criticism or sanction
for prudently concentrating in acqui-
sition, development, residential mort-
gage finance, and residential mort-
gage and housing production lend-
ing.’’.
SEC. 416. SAVINGS AND LOAN HOLDING COMPANIES.
Section 3 of the Bank Holding Company
Act of 1956 (12 U.S.C. 1842) is amended by in-
serting after subsection (g) the following new
subsection:
‘‘(h) SAVINGS AND LOAN HOLDING COMPANY
POWERS GRANDFATHERED.—
‘‘(1) IN
GENERAL.—A company that
qualifies under paragraph (2) may—
‘‘(A) maintain or enter into any
nonbank affiliation that the company
was permitted pursuant to section 10
of the Home Owners’ Loan Act to
maintain or enter into prior to be-
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coming a bank holding company pur-
suant to paragraph (2)(C); and
‘‘(B) engage in any activity, in-
cluding holding any asset, in which
the company or any affiliate de-
scribed in subparagraph (A) was per-
mitted pursuant to section 10 of the
Home Owners’ Loan Act to engage be-
fore becoming a bank holding com-
pany in a manner described in para-
graph (2)(C).
‘‘(2) QUALIFIED GRANDFATHERED COMPA-
NIES.—
‘‘(A) GRANDFATHERED
COMPANIES
DEFINED.—A company qualifies under
this paragraph for purposes of para-
graph (1) if—
‘‘(i) as of September 16, 1997,
the company (or any affiliated
company)—
‘‘(I) was a savings and
loan holding company (as de-
fined in section 10 of the
Home Owners’ Loan Act, as in
effect on that date); or
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•HR 10 RH2
‘‘(II) had filed an applica-
tion to become a savings and
loan holding company; and
‘‘(ii) the company—
‘‘(I) becomes a bank hold-
ing company by operation of
law; or
‘‘(II) was exempt from sec-
tion 4 (as in effect on the date
of enactment of the Thrift
Charter 
Transition 
Act 
of
1997) under an order issued
by the Board under section
4(d) (as in effect on the date
of enactment of the Thrift
Charter 
Transition 
Act 
of
1997).
‘‘(B) 
HOLDING
COMPANIES
WITH
IDENTICAL SHAREHOLDERS.—A company
also qualifies under this paragraph
for purposes of paragraph (1) if the
company—
‘‘(i) is formed by a company
qualified under subparagraph (A);
and
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‘‘(ii) the shareholders of such
company are identical to the
shareholders of the company re-
ferred to in (i).
‘‘(C) OPERATION OF LAW DEFINED.—
For purposes of this subsection, a
savings and loan holding company be-
comes a bank holding company by op-
eration of law if a savings association
controlled by the company is con-
verted to a bank or is treated as a
bank under an amendment made by
the Thrift Charter Transition Act of
1997.
‘‘(3) REQUIREMENTS TO RETAIN GRAND-
FATHERED POWERS.—
‘‘(A) IN
GENERAL.—Paragraph (1)
shall cease to apply to a company if
the company does not comply with
this paragraph.
‘‘(B) ACQUISITION OF BANKS.—
‘‘(i) IN
GENERAL.—The com-
pany may not acquire (by any
form of business combination)
control of a bank after the date of
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enactment of the Thrift Charter
Transition Act of 1997.
‘‘(ii) EXCEPTIONS
TO
PROHIBI-
TION.—Clause (i) shall not apply
to the acquisition of—
‘‘(I) a bank, during the pe-
riod ending on the date 2
years after the date of enact-
ment of the Thrift Charter
Transition Act of 1997, if the
acquisition results from the
conversion of a savings asso-
ciation or the treatment of a
savings association as a bank
under amendments made by
the Thrift Charter Transition
Act of 1997;
‘‘(II) shares held as a bona
fide fiduciary (whether with
or without the sole discretion
to vote such shares);
‘‘(III) shares held by any
person as a bona fide fidu-
ciary solely for the benefit of
employees of either the com-
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pany or any subsidiary of the
company 
and 
the 
bene-
ficiaries of those employees;
‘‘(IV) an entity described
in section 2(c)(2);
‘‘(V) shares held tempo-
rarily pursuant to an under-
writing commitment in the
normal course of an under-
writing business;
‘‘(VI) shares held in an ac-
count solely for trading pur-
poses;
‘‘(VII) shares over which
no control is held other than
control of voting rights ac-
quired in the normal course
of a proxy solicitation;
‘‘(VIII) shares or assets ac-
quired in securing or collect-
ing a debt previously con-
tracted in good faith, during
the 2-year period beginning
on the date of such acquisi-
tion or for such additional
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time (not exceeding 3 years)
as the Board may permit if
the Board determines that
such an extension will not be
detrimental to the public in-
terest;
‘‘(X) a bank from the Fed-
eral Deposit Insurance Cor-
poration, in any capacity; and
‘‘(XI) a bank in an acquisi-
tion in which the bank has
been found to be in danger of
default by the appropriate
Federal or State authority.
‘‘(C) The company may not con-
trol a savings association or a na-
tional bank resulting from the con-
version of a savings association to a
national bank pursuant to section 411
if such savings association or na-
tional bank fails to comply with the
requirements of section 5(c)(2) and
section 10(m) of the Home Owners’
Loan Act as in effect on the day be-
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fore the date of the enactment of the
Thrift Charter Transition Act of 1997.
‘‘(4) 
GRANDFATHERED
POWERS
NON-
TRANSFERABLE.—
‘‘(A) IN
GENERAL.—Paragraph (1)
shall not apply with respect to any
company if after the date of the en-
actment of the Thrift Charter Transi-
tion Act of 1997—
‘‘(i) any company (other than
a company qualified under para-
graph (2)) not under common con-
trol with such company as of that
date acquires, directly, or indi-
rectly, control of the company; or
‘‘(ii) the company is the sub-
ject of any merger, consolidation,
or other type of business com-
bination as a result of which a
company (other than a company
qualified under paragraph (2))
not under common control with
such company acquires, directly
or indirectly, control of such com-
pany.
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‘‘(B) 
ANTI-EVASION.—The 
appro-
priate Federal banking agency may
issue interpretations, regulations, or
orders that it deems necessary to ad-
minister and carry out the purpose,
and prevent evasions, of this para-
graph, including determining that
(notwithstanding the form of a trans-
action) the transaction would in sub-
stance effect a change in control.
‘‘(5) TRANSACTIONS WITH NONFINANCIAL
AFFILIATES.—An insured depository insti-
tution controlled by a company that
qualifies under paragraph (2) may not en-
gage in a covered transaction (as defined
by section 23A(b)(7) of the Federal Re-
serve Act) with—
‘‘(A) any affiliate unless the affili-
ate is engaged only in activities au-
thorized for a financial holding com-
pany pursuant to section 6 (other
than subsection (f) or (g) of such sec-
tion); or
‘‘(B) any company controlled by
an affiliate pursuant to subpara-
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•HR 10 RH2
graphs (H) or (I) of subsection (c)(3)
of such section.
‘‘(6) SAVINGS AND LOAN HOLDING COMPA-
NIES THAT BECOME BANK HOLDING COMPA-
NIES.—
‘‘(A) EXCLUSION FROM APPLICATION
REQUIREMENT.—A company that quali-
fies under subparagraph (B) shall not
be required to obtain the approval of
the Board under subsection (a) to be-
come a bank holding company if such
company becomes a bank holding
company after the date of enactment
of the Thrift Charter Transition Act
of 1997 as a result of the conversion
of a savings association subsidiary to
a bank or by virtue of the treatment
of a savings association subsidiary as
a bank under an amendment made by
this Act.
‘‘(B) COMPANIES
EXCLUDED
FROM
APPLICATION
REQUIREMENT.—A 
com-
pany qualifies for purposes of sub-
paragraph (A) if the company, as of
the date of the enactment of the
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Thrift Charter Transition Act of 1997,
was a savings and loan holding com-
pany (as defined in section 10(a) of
the Home Owners’ Loan Act as in ef-
fect on that date) or has filed an ap-
plication to become a savings and
loan holding company.
‘‘(C) SUPERVISION AND REGULATION
OF COMPANIES THAT WERE PREVIOUSLY
SAVINGS
AND
LOAN
HOLDING
COMPA-
NIES.—
‘‘(i) IN
GENERAL.—Any com-
pany that qualifies under para-
graph (2) and complies with para-
graph (3) and was registered and
regulated under section 10 of the
Home Owners’ Loan Act on the
day before becoming a bank hold-
ing company described in para-
graphs (2) and (3) shall continue
to be regulated, for a period of 3
years after becoming such hold-
ing company, under the terms of
section 10 of the Home Owners’
Loan Act in the same manner and
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•HR 10 RH2
to the same extent and subject to
the same requirements as by the
Office of Thrift Supervision be-
fore the date of the enactment of
the Thrift Charter Transition Act
of 1997.
‘‘(ii) HOLDING COMPANY CAPITAL
EXCEPTION.—With regard to hold-
ing company capital, any com-
pany that qualifies under para-
graph (2) and complies with para-
graph (3) and was registered and
regulated under section 10 of the
Home Owners’ Loan Act before
June 19, 1997, or had an applica-
tion pending to do so on such
date, shall continue to be regu-
lated under the terms of section
10 of the Home Owners’ Loan Act
in the same manner and to the
same extent and subject to the
same requirements as by the Of-
fice of Thrift Supervision before
the date of the enactment of the
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Thrift Charter Transition Act of
1997.
‘‘(iii) SUBMISSIONS
TO
REGU-
LATORS.—A company shall provide
for a period of 3 years after be-
coming a bank holding company
described in paragraphs (2) and
(3) the appropriate Federal bank-
ing agency with—
‘‘(I) notice of acquisition
of 
any 
company 
not 
con-
trolled or affiliated on the
date 
of 
enactment 
of 
the
Thrift Charter Transition Act
of 1997 that is engaged in non-
banking activities within 15
days after completion of any
such transaction; and
‘‘(II) copies of such quar-
terly and annual reports as it
is otherwise required to file
with any other governmental
agency.
‘‘(iv) 
REPORTING
REQUIRE-
MENTS.—The appropriate Federal
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banking agency may adopt, for a
period of 3 years after a company
becomes a bank holding company
described in paragraphs (2) and
(3), reporting requirements sub-
stantially similar to and no more
burdensome than required by the
Office of Thrift Supervision as of
January 1, 1997.
‘‘(v) REGULATORY AUTHORITY.—
The appropriate Federal banking
agency shall, for a period of 3
years after a company becomes a
bank holding company described
in paragraphs (2) and (3)—
‘‘(I) have the same author-
ity to examine a company or
any 
subsidiary 
or 
affiliate
thereof only to the same ex-
tent as the Office of Thrift Su-
pervision had as of January 1,
1997; and
‘‘(II) 
conduct 
only 
the
same type of examination and
with the same frequency as
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•HR 10 RH2
the Office of Thrift Super-
vision prior to January 1,
1997, unless required to pre-
vent an unsafe or unsound ac-
tivity or course of conduct of
the savings institution con-
verted to a bank pursuant to
the Thrift Charter Transition
Act of 1997.
‘‘(7) OVERDRAFTS
PROHIBITED.—A de-
pository institution controlled by a com-
pany described in paragraph (2) may not
permit 
any 
overdraft 
(including 
any
intraday overdraft) on behalf of any affil-
iate (as defined in section 2 of the Bank
Holding Company Act of 1956), or incur
any such overdraft in such institution’s
account at a Federal reserve bank or
Federal home loan bank on behalf of any
affiliate.’’.
SEC. 417. TREATMENT OF REFERENCES IN ADJUSTABLE
RATE MORTGAGES.
(a) TREATMENT OF REFERENCES IN ADJUST-
ABLE
RATE
MORTGAGES
ISSUED
BEFORE
FIRREA.—For purposes of section 402(e) of
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Financial Institutions Reform, Recovery, and
Enactment Act of 1989 (12 U.S.C. 1437 note),
any reference in such section to—
(1) the Director of the Office of Thrift
Supervision shall be deemed to be a ref-
erence to the Secretary of the Treasury;
and
(2) a Savings Association Insurance
Fund member shall be deemed to be a
reference to an insured depository insti-
tution (as defined in section 3 of the Fed-
eral Deposit Insurance Act).
(b) TREATMENT OF REFERENCES IN ADJUST-
ABLE RATE MORTGAGES INSTRUMENTS ISSUED
AFTER FIRREA.—
(1) IN GENERAL.—For purposes of ad-
justable rate mortgage instruments that
are in effect as of the date of enactment
of this Act, any reference in the instru-
ment to the Director of the Office of
Thrift Supervision or Savings Association
Insurance Fund members shall be treated
as a reference to the Secretary of the
Treasury or insured depository institu-
tions (as defined in section 3 of the Fed-
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•HR 10 RH2
eral Deposit Insurance Act), as appro-
priate.
(2) SUBSTITUTION FOR INDEXES.—If any
index used to calculate the applicable in-
terest rate on any adjustable rate mort-
gage instrument is no longer calculated
and made available as a direct or indirect
result of the enactment of this title, any
index—
(A) made available by the Sec-
retary of the Treasury; or
(B) determined by the Secretary
of the Treasury, pursuant to para-
graph (4), to be substantially similar
to the index which is no longer cal-
culated or made available,
may be substituted by the holder of any
such adjustable rate mortgage instru-
ment upon notice to the borrower.
(3) AGENCY ACTION REQUIRED TO PRO-
VIDE
CONTINUED
AVAILABILITY
OF
IN-
DEXES.—Promptly after the enactment of
this subsection, the Secretary of the
Treasury, the Chairperson of the Federal
Deposit Insurance Corporation, and the
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•HR 10 RH2
Comptroller of the Currency shall take
such action as may be necessary to as-
sure that the indexes prepared by the Di-
rector of the Office of Thrift Supervision
immediately before the enactment of this
subsection and used to calculate the in-
terest rate on adjustable rate mortgage
instruments continue to be available.
(4) REQUIREMENTS
RELATING
TO
SUB-
STITUTE
INDEXES.—If any agency can no
longer make available an index pursuant
to paragraph (3), an index that is sub-
stantially similar to such index may be
substituted for such index for purposes of
paragraph (2) if the Secretary of the
Treasury determines, after notice and op-
portunity for comment, that—
(A) the new index is based upon
data substantially similar to that of
the original index; and
(B) the substitution of the new
index will result in an interest rate
substantially similar to the rate in ef-
fect at the time the original index be-
came unavailable.
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SEC. 418. COST OF FUNDS INDEXES.
(a) COST OF FUNDS INDEX DEFINED.—The
term ‘‘cost of funds indexed’’ means any index
that is published by a Federal home loan bank
and is based, in whole or in part, upon the
cost of funds of such bank’s members.
(b) CALCULATIONS BASED ON TYPE OF CHAR-
TER AND INSURANCE FUND MEMBERSHIP OF MEM-
BERS.—If any cost of funds index includes data
based on charter type, insurance fund mem-
bership, or other similar characteristics of
members of a Federal home loan ban, such
index shall be calculated after the date of the
enactment of this Act using data only from in-
sured depository institutions which were
bank members and whose data was included
in such index on or before such date of enact-
ment.
(c) ACQUISITION OF DATA.—
(1) IN GENERAL.—Each insured deposi-
tory institution the data from which is re-
quired to compile a cost of funds index in
accordance with subsection (b) shall pro-
vide to the Federal home loan bank
which maintains the index such informa-
tion as may be necessary, and in such
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form as may be appropriate, for the bank
to calculate and publish the index.
(2) ENFORCEMENT
BY
BANKING
AGEN-
CIES.—Each appropriate Federal banking
agency shall take such action as may be
necessary to ensure that insured deposi-
tory institutions which are required to
provide information to any Federal home
loan bank under paragraph (1) furnish
such information on a timely basis and in
the form required by the bank.
(3) TREATMENT OF INSTITUTIONS.—Not-
withstanding any other provision of law,
an insured depository institution which
furnishes information to a Federal home
loan bank pursuant to this section for use
in compiling a cost of funds index shall
not be deemed to control, directly, or in-
directly, such index.
(d) CERTAIN
DATA
EXCLUDED.—Notwith-
standing subsections (b) and (c), no cost of
funds index shall include any data from any
insured depository institution which results
from the merger, consolidation, or other com-
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•HR 10 RH2
bination of a member of a Federal home loan
bank with a nonmember of any such bank if—
(1) the total assets of the nonmember
exceed the total assets of the bank mem-
ber at the time of such merger, consolida-
tion, or other combination; or
(2) in the case of a merger, consolida-
tion, or other merger in which a member
of a Federal home loan bank is the result-
ing insured depository institution, com-
bined ration of the average amount of
single-family loan balances to average
total assets of all insured depository in-
stitutions involved in such merger, con-
solidation, or other combination for the
12-months period ending on the date of
such transaction is less than 70 percent.
(e) OTHER DEFINITIONS.—For purposes of
this section, the terms ‘‘appropriate Federal
banking agency’’ and ‘‘insured depository in-
stitution’’ shall have the same meanings as in
section 3 of the Federal Deposit Insurance
Act.
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Subtitle B—Ending Separate Fed-
eral Regulation of Savings Asso-
ciations and Savings and Loan
Holding Companies
SEC. 421. STATE SAVINGS ASSOCIATIONS TREATED AS
STATE BANKS UNDER FEDERAL BANKING
LAW.
(a) AMENDMENTS TO THE FEDERAL DEPOSIT
INSURANCE ACT.—Section 3 of the Federal De-
posit Insurance Act (12 U.S.C. 1813) is amend-
ed—
(1) by striking paragraph (2) of sub-
section (a) and inserting the following
new paragraph:
‘‘(2) STATE BANK.—
‘‘(A) IN GENERAL.—The term ‘State
bank’ means any bank, banking asso-
ciation, trust company, savings bank,
industrial bank (or similar depository
institution which the Board of Direc-
tors finds to be operating in substan-
tially the same manner as an indus-
trial bank), building and loan associa-
tion, savings and loan association,
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•HR 10 RH2
homestead association, cooperative
bank, or other banking institution—
‘‘(i) which is engaged in the
business of receiving deposits,
other than trust funds (as defined
in this section); and
‘‘(ii) which—
‘‘(I) is incorporated under
the laws of any State;
‘‘(II) is organized and op-
erating according to the laws
of the State in which such in-
stitution is chartered or orga-
nized; or
‘‘(III) is operating under
the Code of Law for the Dis-
trict of Columbia (except a na-
tional bank).
‘‘(B) CERTAIN
INSURED
BANKS
IN-
CLUDED.—The term ‘State bank’ in-
cludes any cooperative bank or other
unincorporated bank the deposits of
which were insured by the Corpora-
tion on the day before the date of en-
actment of the Financial Institutions
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Reform, Recovery, and Enforcement
Act of 1989.
‘‘(C) CERTAIN UNINSURED BANKS EX-
CLUDED.—The term ‘State bank’ shall
not include any cooperative bank or
other unincorporated bank the depos-
its of which were not insured by the
Corporation on the day before the
date of enactment of the Financial In-
stitutions Reform, Recovery, and En-
forcement Act of 1989.’’; and
(2) in subsection (q), by—
(A) inserting ‘‘and’’ after the semi-
colon at the end of paragraph (2);
(B) striking ‘‘; and’’ at the end of
paragraph (3) and inserting a period;
and
(C) striking paragraph (4).
(b) AMENDMENT
TO
THE
BANK
HOLDING
COMPANY ACT OF 1956.—Section 2(a)(5) of the
Bank Holding Company Act of 1956 (12 U.S.C.
1841(a)(5)) is amended by striking subpara-
graph (E).
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(c) EFFECTIVE DATE.—This section shall
take effect 2 years after the date of the enact-
ment of this Act.
SEC. 422. HOME OWNERS’ LOAN ACT REPEALED.
Effective 2 years after the date of enact-
ment of this Act, the Home Owners’ Loan Act
(12 U.S.C. 1461 et seq.) is repealed.
SEC. 423. CONFORMING AMENDMENT REFLECTING ELIMI-
NATION OF THE FEDERAL THRIFT CHARTER
AND THE SEPARATE SYSTEM OF THRIFT REG-
ULATION.
Section 2704(c) of the Economic Growth
and Regulatory Paperwork Reduction Act of
1996 is amended to read as follows:
‘‘(c) EFFECTIVE DATE.—This section and
the amendments made by this section shall
take effect on the earlier of—
‘‘(1) January 1, 2000; or
‘‘(2) the end of the 2-year period be-
ginning on the date of the enactment of
the Thrift Charter Transition Act of
1997.’’.
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SEC. 424. CONFORMING AMENDMENTS TO THE FEDERAL
HOME LOAN BANK ACT.
(a) AMENDMENT TO SECTION 2.—Section 2 of
the Federal Home Loan Bank Act (12 U.S.C.
1422) is amended by striking paragraph (9)
and redesignating paragraphs (10), (11), and
(12) as paragraphs (9), (10), and (11), respec-
tively.
(b) AMENDMENTS
TO
SECTION
10.—Sub-
section (h) of section 10 of the Federal Home
Loan Bank Act (12 U.S.C. 1430) is amended to
read as follows:
‘‘(h) [Repealed]’’.
(c) AMENDMENTS TO SECTION 11.—Section
11(e)(2)(C) of the Federal Home Loan Bank
Act (12 U.S.C. 1431(e)(2)(C)) is amended by—
(1) striking ‘‘, and with respect to the
collection and settlement (including pay-
ment by the payor institution) of items
payable by Federal savings and loan asso-
ciations and Federal mutual savings
banks,’’; and
(2) striking ‘‘, associations, or banks’’.
(d) AMENDMENT
TO SECTION 18.—Section
18(c) of the Federal Home Loan Bank Act (12
U.S.C. 1438(c)) is repealed.
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(e) AMENDMENT
TO SECTION 22.—Section
22(a) of the Federal Home Loan Bank Act (12
U.S.C. 1442(a)) is amended by striking ‘‘, and
the Director of the Office of Thrift Super-
vision’’ each place such appears and inserting
‘‘and’’ before ‘‘the Chairperson of the National
Credit Union Administration’’.
(f) AMENDMENT TO SECTION 24.—Section 24
of the Federal Home Loan Bank Act (12 U.S.C.
1444) is repealed.
(g) EFFECTIVE DATE.—This section shall
become effective 2 years after the date of en-
actment of this Act.
SEC. 425. AMENDMENTS TO TITLE 11, UNITED STATES
CODE.
(a) DEFINITION OF FEDERAL MUTUAL BANK
HOLDING COMPANY.—Section 101 of title 11,
United States Code, is amended by inserting
after paragraph (21B) the following new para-
graph:
‘‘(21C) ‘Federal mutual bank holding
company’ has the same meaning as in
section 5133B(h)(1) of the Revised Stat-
utes of the United States.’’.
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(b) CONSERVATOR OR RECEIVER MAY PETI-
TION.—Section 303(b) of title 11, United States
Code, is amended—
(1) in paragraph (3)(B) by striking
‘‘or’’ at the end;
(2) in paragraph (4) by striking the
period at the end and inserting ‘‘; or’’;
and
(3) by adding at the end the follow-
ing:
‘‘(5) in a proceeding concerning a
Federal mutual bank holding company,
the Comptroller of the Currency.’’
(c) EFFECT
OF INVOLUNTARY PETITION
BY
COMPTROLLER.—
(1) 
EXEMPTION
FROM
INDEMNIFICA-
TION.—Section 303(e) of title 11, United
States Code, is amended by inserting ‘‘,
other than a petitioner specified in sub-
section (b)(5),’’ after ‘‘petitioners under
this section’’.
(2) RESTRICTION
ON
OPERATION
PEND-
ING
COURT
ORDER
OF
RELIEF.—Section
303(f) of title 11, United States Code, is
amended by inserting ‘‘or a petition was
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filed by a petitioner specified in sub-
section (b)(5)’’ after ‘‘otherwise’’.
(3) 
INTERIM
TRUSTEE
TO
BE
AP-
POINTED.—Section 303(g) of title 11, Unit-
ed States Code, is amended by inserting
after the 1st sentence the following new
sentence: ‘‘Upon the filing of a petition by
a petitioner specified in subsection (b)(5),
and without requiring notice or hearing,
the United States Trustee shall appoint
an interim trustee from a list submitted
by the Comptroller of the Currency of 5
disinterested persons that are qualified
and willing to serve.’’
Subtitle C—Combining OTS and
OCC
SEC. 431. PROHIBITION OF MERGER OR CONSOLIDATION
REPEALED.
Section 321 of title 31, United States Code,
is amended by striking subsection (e).
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SEC. 432. SECRETARY OF THE TREASURY REQUIRED TO
FORMULATE PLANS FOR COMBINING OFFICE
OF THRIFT SUPERVISION WITH OFFICE OF
THE COMPTROLLER OF THE CURRENCY.
Not later than 9 months after the date of
the enactment of this Act, the Secretary of the
Treasury, in consultation with the Director of
the Office of Thrift Supervision and the
Comptroller of the Currency, shall formulate
a plan for consolidating the Office of Thrift
Supervision with the Office of the Comptrol-
ler of the Currency by the end of the 2-year
period beginning on the date of enactment of
this Act. The Director of the Office of Thrift
Supervision and the Comptroller of the Cur-
rency shall implement that plan, notwith-
standing any other provision of Federal bank-
ing laws.
SEC. 433. OFFICE OF THRIFT SUPERVISION AND POSITION
OF DIRECTOR OF THE OFFICE OF THRIFT SU-
PERVISION ABOLISHED.
Effective 2 years after the date of enact-
ment of this Act, the Office of Thrift Super-
vision and the position of Director of the Of-
fice of Thrift Supervision are abolished.
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SEC. 434. RECONFIGURATION OF BOARD OF DIRECTORS OF
FDIC AS A RESULT OF REMOVAL OF DIREC-
TOR OF THE OFFICE OF THRIFT SUPER-
VISION.
(a) IN GENERAL.—Section 2(a)(1) of the
Federal Deposit Insurance Act (12 U.S.C.
1812(a)(1)) is amended to read as follows:
‘‘(1) IN GENERAL.—The management of
the Corporation shall be vested in a
Board of Directors consisting of 5 mem-
bers—
‘‘(A) 1 of whom shall be the Comp-
troller of the Currency; and
‘‘(B) 4 of whom shall be appointed
by the President, and with the advice
and consent of the Senate, from
among individuals who are citizens of
the United States, 1 of whom shall
have State bank supervisory experi-
ence.’’.
(b) TECHNICAL
AND CONFORMING AMEND-
MENTS.—
(1) Section 2(d)(2) of the Federal De-
posit Insurance Act (12 U.S.C. 1812(d)(2))
is amended—
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(A) by striking ‘‘or the office of Di-
rector of the Office of Thrift Super-
vision’’;
(B) by striking ‘‘or such Director’’;
(C) by striking ‘‘or the acting Di-
rector of the Office of Thrift Super-
vision, as the case may be’’; and
(D) by striking ‘‘or Director’’.
(2) Section 2(f)(2) of the Federal De-
posit Insurance Act (12 U.S.C. 1812(f)(2))
is amended by striking ‘‘or of the Office
of Thrift Supervision’’.
(c) EFFECTIVE
DATE.—The amendments
made by subsections (a) and (b) shall take ef-
fect at the end of the 2-year period beginning
on the date of the enactment of this Act.
SEC. 435. CONTINUATION PROVISIONS.
(a) CONTINUATION
OF
ORDERS, RESOLU-
TIONS, DETERMINATIONS AND REGULATIONS.—All
orders, resolutions, determinations and regu-
lations of the Office of Thrift Supervision that
have been issued, made, prescribed or al-
lowed to become effective by the Office of
Thrift Supervision (including orders, resolu-
tions, determinations and regulations that re-
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•HR 10 RH2
late to the conduct of conservatorship and re-
ceiverships), or by a court of competent juris-
diction, and are in effect on the day before the
date of enactment, shall continue in effect ac-
cording to the terms of such orders, resolu-
tions, determinations, and regulations and
shall be enforceable by or against the appro-
priate successor agency until modified, termi-
nated, set aside or superseded in accordance
with applicable law by the appropriate suc-
cessor agency or by a court of competent ju-
risdiction or by operation of law.
(b) CONTINUATION OF SUITS.—No action or
other proceeding commenced by or against
the Office of Thrift Supervision shall abate
because of the enactment of this Act, except
that the appropriate successor agency to the
Office of Thrift Supervision shall be sub-
stituted for the Office of Thrift Supervision as
a party to any such action or proceeding.
(c) CONTINUATION OF AGENCY SERVICES.—
Any agency, department, or other instrumen-
tality of the United States, and any successor
to such agency, department, or instrumental-
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ity, that was providing supporting services to
the Office of Thrift Supervision shall—
(1) continue to provide such services,
on a reimbursable basis or as otherwise
agreed before the date of enactment, to
the Office of Thrift Supervision; and
(2) consult with the Office of Thrift
Supervision to coordinate and facilitate a
prompt and reasonable completion or ter-
mination of such services.
(d) TRANSFER
OF
PROPERTY.—Not later
than two years of the date of enactment, all
property of the Office of Thrift Supervision
shall be transferred to the Office of the Comp-
troller of the Currency, or another appro-
priate successor agency, in accordance with
the division of responsibilities and activities
effected by this Act. For purposes of this sub-
section, the term ‘‘property’’ includes, but is
not limited to, all interests in real property
and all personal property, including financial
assets, computer hardware and software, fur-
niture, fixtures, books, accounts, records, re-
ports of examination, work papers and cor-
respondence related to such reports of exam-
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ination, and any information, materials, prop-
erty, and assets not specifically listed. The
Secretary of the Treasury shall resolve any
disagreement between successor agencies.
Subtitle D—Technical and Con-
forming Amendments to the De-
pository Institution Statutes
SEC. 441. AMENDMENTS TO THE FEDERAL DEPOSIT INSUR-
ANCE ACT.
(a) AMENDMENT TO SECTION 1.—Section 1(a)
of the Federal Deposit Insurance Act (12
U.S.C. 1811(a)) is amended by striking ‘‘and
savings associations’’.
(b) AMENDMENTS TO SECTION 3.—Section 3
of the Federal Deposit Insurance Act (12
U.S.C. 1813) is amended—
(1) in subsection (b)—
(A) by striking subparagraph (A)
of paragraph (1);
(B) by striking ‘‘and the Director
of the Office of Thrift Supervision
jointly 
determine’’ 
in 
paragraph
(1)(C) and inserting ‘‘determines’’;
(C) 
by 
redesignating 
subpara-
graphs (B) and (C) of paragraph (1)
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•HR 10 RH2
(as amended by subparagraph (B) of
this paragraph) as subparagraphs (A)
and (B), respectively;
(D) by striking paragraph (2); and
(E) by redesignating paragraph
(3) as paragraph (2);
(2) in subsection (l)(5)—
(A) by striking ‘‘or savings asso-
ciation’’ each place such term ap-
pears; and
(B) by striking ‘‘Director of the
Office of Thrift Supervision’’; and
(3) in subsection (z), by striking ‘‘the
Director of the Office of Thrift Super-
vision,’’.
(c) AMENDMENT TO SECTION 4.—Section 4(a)
of the Federal Deposit Insurance Act (12
U.S.C. 1814(a)) is amended—
(1) by striking ‘‘(1) BANKS.—’’; and
(2) by striking paragraph (2).
(d) AMENDMENTS TO SECTION 7.—Section 7
of the Federal Deposit Insurance Act (12
U.S.C. 1817) is amended—
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(1) in subsection (a)(2)(A), by striking
‘‘the Director of the Office of Thrift Su-
pervision,’’;
(2) in subsection (a)(2)(B)—
(A) 
by 
inserting 
‘‘and’’ 
after
‘‘Comptroller of the Currency,’’; and
(B) by striking ‘‘and the Director
of the Office of Thrift Supervision,’’;
(3) in subsection (a)(3)—
(A) 
by 
inserting 
‘‘and’’ 
after
‘‘Comptroller of the Currency,’’; and
(B) by striking ‘‘, and the Director
of the Office of Thrift Supervision’’;
(4) in subsection (a)(7), by striking
‘‘the Director of the Office of Thrift Su-
pervision,’’ ; and
(5) by striking subsection (n).
(e) AMENDMENTS TO SECTION 8.—Section 8
of the Federal Deposit Insurance Act (12
U.S.C. 1818) is amended—
(1) in paragraph (7) (as so redesig-
nated by section 136(c)(1)(B) of this Act)
of subsection (a)—
(A) by striking subparagraph (B);
and
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•HR 10 RH2
(B) 
by 
redesignating 
subpara-
graphs (C) through (H) as subpara-
graphs (B) through (G), respectively;
(2) in subsection (b)—
(A) by striking paragraph (9); and
(B) by redesignating paragraph
(10) as paragraph (9);
(3) in subsection (o), by striking the
last sentence; and
(4) in subsection (w)(3)(A), by striking
‘‘and the Office of Thrift Supervision,
where appropriate’’.
(f) AMENDMENT
TO SECTION 10.—Section
10(c) of the Federal Deposit Insurance Act (12
U.S.C. 1820(c)) is amended by striking ‘‘sav-
ings association,’’.
(g) AMENDMENTS TO SECTION 11.—Section
11 of the Federal Deposit Insurance Act (12
U.S.C. 1821) is amended—
(1) in subsection (c)—
(A) by striking paragraph (6); and
(B) by redesignating paragraphs
(7) through (13) as paragraphs (6)
through (12), respectively;
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(2) in subsection (d)(2)(F), by striking
‘‘receiver—’’ and all that follows through
‘‘(ii) with’’ and inserting ‘‘receiver with’’;
(3) in subsection (d)(17)(A), by strik-
ing ‘‘or the Director of the Office of Thrift
Supervision’’; and
(4) in subsection (d)(18)(B), by strik-
ing ‘‘or the Director of the Office of Thrift
Supervision’’.
(h) AMENDMENT TO SECTION 13.—Section 13
of the Federal Deposit Insurance Act (12
U.S.C. 1823) is amended by striking sub-
section (k).
(i) AMENDMENTS TO SECTION 18.—Section
18 of the Federal Deposit Insurance Act (12
U.S.C. 1828) is amended—
(1) in subsection (c)(2)—
(A) by inserting ‘‘and’’ after the
semicolon at the end of subparagraph
(B);
(B) in subparagraph (C), by strik-
ing ‘‘(except a District bank or a sav-
ings bank supervised by the Director
of the Office of Thrift Supervision);
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•HR 10 RH2
and’’ and inserting ‘‘(except a District
bank).’’; and
(C) by striking subparagraph (D);
(2) in subsection (g)(1), by striking
‘‘and the Director of the Office of Thrift
Supervision’’;
(3) in subsection (i)(2)—
(A) by inserting ‘‘and’’ after the
semicolon at the end of subparagraph
(B);
(B) by striking ‘‘; and’’ in subpara-
graph (C) and inserting a period; and
(C) by striking subparagraph (D);
and
(4) by striking subsection (m).
(j) AMENDMENTS TO SECTION 22.—Section
22 of the Federal Deposit Insurance Act (12
U.S.C. 1830) is amended—
(1) by striking ‘‘or State savings asso-
ciations and in favor of national or mem-
ber banks or Federal savings associa-
tions, respectively’’ and inserting ‘‘and in
favor of national or member banks’’; and
(2) by striking ‘‘and savings associa-
tions’’.
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(k) AMENDMENT TO SECTION 28.—Section 28
of the Federal Deposit Insurance Act (12
U.S.C. 1831e) is repealed.
(l) AMENDMENT
TO SECTION 33.—Section
33(e) of the Federal Deposit Insurance Act (12
U.S.C. 1831j(e)) is amended by striking ‘‘, and
the Director of the Office of Thrift Super-
vision’’ and inserting ‘‘and’’ before ‘‘the Comp-
troller of the Currency’’.
(m) AMENDMENT TO SECTION 38.—Section
38(o) of the Federal Deposit Insurance Act (12
U.S.C. 1831o(o)) is repealed.
SEC. 442. AMENDMENT TO THE BANK HOLDING COMPANY
ACT OF 1956.
Section 2 of the Bank Holding Company
Act of 1956 (12 U.S.C. 1841) is amended by
striking subsections (i) and (j) and inserting
the following new subsections:
‘‘(i) [Repealed]
‘‘(j) [Repealed]’’.
SEC. 443. AMENDMENTS TO THE FEDERAL RESERVE ACT.
(a) AMENDMENTS TO SECTION 11.—Section
11(a)(2)(B) of the Federal Reserve Act (12
U.S.C. 248(a)(2)(B)) is amended—
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•HR 10 RH2
(1) 
by 
inserting 
‘‘and’’ 
after 
the
comma at the end of clause (ii);
(2) by striking clause (iii); and
(3) by redesignating clause (iv) as
clause (iii).
(b) AMENDMENTS TO SECTION 19.—Section
19(b) of the Federal Reserve Act (12 U.S.C.
461(b)) is amended—
(1) in paragraph (1)(A)—
(A) by inserting ‘‘and’’ after the
semicolon at the end of clause (v);
(B) by striking clause (vi); and
(C) by redesignating clause (vii)
as clause (vi); and
(2) by striking ‘‘the Director of the Of-
fice of Thrift Supervision,’’ each place it
appears.
SEC. 444. AMENDMENTS TO ALTERNATIVE MORTGAGE
TRANSACTION PARITY ACT OF 1982.
Section 804(a) of the Alternative Mortgage
Transaction Parity Act of 1982 (12 U.S.C. 3803)
is amended—
(1) in paragraph (1)—
(A) by inserting ‘‘(as such term is
defined in section 3 of the Federal
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Deposit Insurance Act) and all other
housing creditors’’ after ‘‘with respect
to banks’’; and
(B) by inserting ‘‘and’’ after the
semicolon at the end of the para-
graph;
(2) by deleting ‘‘; and’’ at the end of
paragraph (2) and inserting a period; and
(3) by striking paragraph (3).
SEC. 445. AMENDMENTS TO THE BANK PROTECTION ACT
OF 1968.
Section 2 of the Bank Protection Act of
1968 (12 U.S.C. 1881) is amended—
(1) by striking the comma at the end
of paragraph (2) and inserting ‘‘; and’’;
(2) by striking ‘‘, and’’ at the end of
paragraph (3) and inserting a period; and
(3) by striking paragraph (4).
SEC. 446. AMENDMENTS TO THE COMMUNITY REINVEST-
MENT ACT OF 1977.
Section 803 of the Community Reinvest-
ment Act of 1977 (12 U.S.C. 2902) is amended—
(1) in paragraph (1)—
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(A) by inserting ‘‘and’’ after the
semicolon at the end of subparagraph
(B); and
(B) by striking ‘‘and’’ after the
semicolon at the end of subparagraph
(C);
(2) by striking the first paragraph (2);
and
(3) in paragraph (3)(A), by striking
‘‘or Federal savings and loan association’’.
SEC. 447. AMENDMENTS TO THE DEPOSITORY INSTITU-
TIONS DEREGULATION AND MONETARY CON-
TROL ACT OF 1980.
Section 208(a) of the Depository Institu-
tions Deregulation and Monetary Control Act
of 1980 (12 U.S.C. 3507(a)) is amended—
(1) by striking ‘‘; and’’ at the end of
paragraph (1)(C) and inserting a period;
and
(2) by striking paragraph (2).
SEC. 448. AMENDMENTS TO THE DEPOSITORY INSTITUTION
MANAGEMENT INTERLOCKS ACT.
(a) AMENDMENT TO SECTION 202.—Section
202(2) of the Depository Institution Manage-
ment Interlocks Act (12 U.S.C. 3201(2)) is
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•HR 10 RH2
amended by inserting ‘‘or’’ before ‘‘a company
which would be’’ and striking ‘‘, or a savings
and loan holding company’’ and all that fol-
lows through ‘‘Housing Act’’.
(b) AMENDMENT TO SECTION 205.—Section
205 of the Depository Institution Management
Interlocks Act (12 U.S.C. 3204) is amended—
(1) in the portion of paragraph (8)(A)
which precedes clause (i), by striking ‘‘di-
versified savings’’ and all that follows
through ‘‘with respect to’’ and inserting
‘‘company which is, or has filed an appli-
cation to become, a depository institution
holding company and which satisfies the
consolidated net worth and consolidated
net earnings requirements for a diversi-
fied savings and loan holding company
(as set forth in section 10(1)(F) of the
Home Owners’ Loan Act, as such section
is in effect and interpreted on such date,
which shall be applicable for purposes of
this paragraph without regard to the fact
that a depository institution subsidiary of
such holding company has ceased to be a
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savings association after January 1, 1997)
with respect to’’; and
(2) by striking paragraph (9).
(c) AMENDMENTS TO SECTION 207.—Section
207 of the Depository Institution Management
Interlocks Act (12 U.S.C. 3206) is amended—
(1) by striking paragraph (4); and
(2) by redesignating paragraphs (5)
and (6) as paragraphs (4) and (5), respec-
tively.
(d) AMENDMENT TO SECTION 209.—Section
209 of the Depository Institution Management
Interlocks Act (12 U.S.C. 3207) is amended—
(1) 
by 
inserting 
‘‘and’’ 
after 
the
comma at the end of paragraph (3);
(2) by striking paragraph (4); and
(3) by redesignating paragraph (5) as
paragraph (4).
SEC. 449. AMENDMENT TO THE ECONOMIC GROWTH AND
REGULATORY PAPERWORK REDUCTION ACT
OF 1996.
Section 2227 of the Economic Growth and
Regulatory Paperwork Reduction Act of 1996
(Public Law 104–208) is amended by striking
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‘‘the Director of the Office of Thrift Super-
vision,’’.
SEC. 450. AMENDMENT TO THE EMERGENCY HOME FI-
NANCE ACT OF 1970.
Section 305(b) of the Emergency Home Fi-
nance Act of 1970 (12 U.S.C. 1454(b)) is amend-
ed by striking ‘‘any Federal savings and loan
association,’’.
SEC. 451. AMENDMENTS TO THE EXPEDITED FUNDS AVAIL-
ABILITY ACT.
Section 610(a) of the Expedited Funds
Availability Act (12 U.S.C. 4009(a)) is amend-
ed—
(1) by inserting ‘‘and’’ after the semi-
colon at the end of paragraph (1)(C);
(2) by striking paragraph (2); and
(3) by redesignating paragraph (3) as
paragraph (2).
SEC. 452. AMENDMENTS TO THE FEDERAL CREDIT UNION
ACT.
(a) AMENDMENT TO SECTION 107.—Section
107(7)(D) of the Federal Credit Union Act (12
U.S.C. 1757(7)(D)) is amended by striking ‘‘the
Federal Savings and Loan Insurance Corpora-
tion or’’.