I 
111TH CONGRESS 
1ST SESSION H. R. 3291 
To protect the rights of public shareholders of mutual holding companies 
by promoting fair corporate governance procedures when considering 
management or employee stock benefit plans, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 22, 2009 
Mrs. MALONEY introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To protect the rights of public shareholders of mutual hold-
ing companies by promoting fair corporate governance 
procedures when considering management or employee 
stock benefit plans, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Mutual Holding Com-
pany Beneficial Owners’ Protection Act of 2009’’. 
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SEC. 2. APPROVAL OF STOCK BENEFIT PLANS BY SHARE-
HOLDERS OF SAVINGS ASSOCIATIONS. 
Section 10(o) of the Home Owners’ Loan Act (U.S.C. 
1467a(o)) is amended— 
(1) by redesignating paragraph (10) as para-
graph (11); and 
(2) by inserting after paragraph (9) the fol-
lowing new paragraph: 
‘‘(10) APPROVAL BY PUBLIC SHAREHOLDERS.— 
‘‘(A) IN GENERAL.—No savings association 
or savings and loan holding company that is a 
subsidiary, directly or indirectly, of a mutual 
holding company may— 
‘‘(i) establish or implement any plan 
to award stock options or to provide stock 
or any interest therein as compensation or 
benefits to— 
‘‘(I) the management or employ-
ees of such association or savings and 
loan holding company; or 
‘‘(II) to the management or em-
ployees of any affiliate of such asso-
ciation or company; or 
‘‘(ii) amend any plan of such savings 
association or savings and loan holding 
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company for any purpose described in 
clause (i), 
without the approval of such plan or amend-
ment by a majority of the total votes eligible to 
be cast for such plan or amendment, other than 
the votes eligible to be cast by such mutual 
holding company or any subsidiary of the com-
pany. 
‘‘(B) COMPLIANCE.—Any provision of the 
charter or bylaws of a savings association, sav-
ings and loan holding company, or mutual hold-
ing company which has the effect of excluding 
or preventing votes required under subpara-
graph (A) with respect to the approval of a plan 
or amendment shall be void and unenforce-
able.’’. 
SEC. 3. APPROVAL OF STOCK BENEFIT PLANS BY SHARE-
HOLDERS OF INSURED DEPOSITORY INSTITU-
TIONS. 
Section 18 of the Federal Deposit Insurance Act (12 
U.S.C. 1828) is amended by adding at the end the fol-
lowing new subsection: 
‘‘(y) METHOD OF APPROVAL OF STOCK BENEFIT 
PLANS BY SUBSIDIARIES OF MUTUAL HOLDING COMPA-
NIES.— 
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‘‘(1) IN GENERAL.—No insured depository in-
stitution that is a subsidiary, directly or indirectly, 
of a mutual holding company may— 
‘‘(A) establish or implement any plan to 
award stock options or to provide stock or any 
interest therein as compensation or benefits 
to— 
‘‘(i) the management or employees of 
such depository institution or company; or 
‘‘(ii) to the management or employees 
of any affiliate of such depository institu-
tion or company; or 
‘‘(B) amend any plan of such insured de-
pository institution for any purpose described in 
subparagraph (A), 
without the approval of such plan or amendment by 
a majority of the total votes eligible to be cast for 
such plan or amendment, other than the votes eligi-
ble to be cast by such mutual holding company or 
any subsidiary of the company. 
‘‘(2) COMPLIANCE.—Any provision of the char-
ter or bylaws of a insured depository institution or 
mutual holding company which has the effect of ex-
cluding or preventing votes required under para-
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graph (1) with respect the approval of a plan or 
amendment shall be void and unenforceable. 
‘‘(3) MUTUAL HOLDING COMPANY DEFINED.— 
For the purposes of this subsection, the term ‘mu-
tual holding company’ means a corporation orga-
nized as a mutual holding company and operating in 
mutual form.’’. 
SEC. 4. APPROVAL OF STOCK BENEFIT PLANS BY SHARE-
HOLDERS OF MUTUAL BANK HOLDING COM-
PANY SUBSIDIARIES. 
Section 3(g) of the Bank Holding Company Act (12 
U.S.C. 1842(g)) is amended by adding at the end the fol-
lowing new paragraph: 
‘‘(3) APPROVAL BY PUBLIC SHAREHOLDERS.— 
‘‘(A) IN GENERAL.—Notwithstanding para-
graph (2), no bank holding company that is a 
subsidiary, directly or indirectly, of a mutual 
holding company may— 
‘‘(i) establish or implement any plan 
to award stock options or to provide stock 
or any interest therein as compensation or 
benefits to— 
‘‘(I) the management or employ-
ees of such bank holding company 
subsidiary; or 
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‘‘(II) to the management or em-
ployees of any affiliate of such bank 
holding company subsidiary; or 
‘‘(ii) amend any plan of such bank 
holding company subsidiary for any pur-
pose described in subparagraph (A), 
without the approval of such plan or amend-
ment by a majority of the total votes eligible to 
be cast for such plan or amendment, other than 
the votes eligible to be cast by such mutual 
holding company or any subsidiary of the com-
pany. 
‘‘(B) COMPLIANCE.—Any provision of the 
charter or bylaws of a bank holding company or 
mutual holding company which has the effect of 
excluding or preventing votes required under 
subparagraph (A) with respect to the approval 
of a plan or amendment shall be void and unen-
forceable.’’. 
Æ 
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