CHAPTER 33

FORMERLY

SENATE BILL NO. 115

AS AMENDED BY SENATE AMENDMENT NO. I

AN ACT TO AMEND CHAPTER 8, TITLE 5, DELAWARE CODE TO PROVIDE FOR THE ACQUISITION OF EXISTING DELAWARE SAVINGS BANKS BY OUT—OF—STATE SAVINGS INSTITUTIONS, SAVINGS AND LOAN HOLDING COMPANIES, AND BANK HOLDING COMPANIES.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (three—fifths of all members elected to each House thereof concurring therein):

Section 1. This Act may be referred to as "The Savings Bank Acquisition Act."

Section 2. Amend Chapter 8, Title 5, Delaware Code, by amending the title of said

chapter to read, "Chapter 8. Acquisition of Stock and Assets of, and Interests in, Banks and Savings Banks Located in the State."

Section 3. Amend Chapter 8, Title 5. Delaware Code by adding thereto a new Subchapter III entitled "Acquisition of Existing Delaware Savings Banks", which said Subchapter III shall read as follows:

"Subchapter III. Acquisition of Existing Delaware Savings Banks.

§831. Definitions

For purposes of this subchapter, the following words and phrases shall have the meanings ascribed to them herein:

(1) 'Acquire' or 'acquisition' means:

a. The merger or consolidation of a savings and loan holding company with another savings and loan holding company or with a bank holding company;

a. The assumption by a savings institution, savings and loan holding
company or bank holding company of direct or indirect ownership or control of the voting shares of a savings institution or savings and loan holding company if, after the effective date thereof, the savings institution, savings and loan holding company or bank holding company making the acquisition will directly or indirectly own or control more than five percent of any class of voting shares of the other savings institution or savings and loan holding company; or

a. The assumption of ownership or control of all or substantially all of
the assets of a savings institution or savings and loan holding company.

(2) 'Bank holding company' means a bank holding company as defined in the Bank

Holding Company Act of 1956, as amended (12 U.S.C. §1B41. e Leg.).

(3) 'Commissioner' and 'divest' shall have the meanings ascribed to them in

§B01 of this title;

(4) 'Control' shall have the same meaning as set forth in the Savings and Loan

Holding Company Amendments of 1967 (12 U.S.C. §173Da).

(5) 'Delaware savings and loan holding company' means a savings and loan

holding company located in Delaware which owns or controls an existing Delaware savings bank.

(6) 'Delaware savings bank' means:

a. A savings bank organized and existing under the laws of this State; or

a. A federal savings bank or federal savings and loan association
organized and existing under the Home Owners' Loan Act of 1933 (12 U.S.C. §1461, eA Itg.), which is located in Delaware.

(7) 'Deposit' or 'deposits' means:

a. When referring to a savings institution or a savings institution subsidiary of a savings and loan holding company or bank holding company, the amounts held in any savings account, tax and loan account, checking account, United States Treasury General Account, or United States Treasury Time -Deposit Open Account all as defined in the regulations of the Federal Home Loan Bank Board at 12 C.F.R. §561; and

b. When referring to a bank subsidiary of a bank holding company, a

'Deposit' as defined in §204.2(a) of Regulation 0 of the Federal Reserve Board (12 C.F.R. §204.2(a)).

(8) 'Eligible state' means, prior to June 30, 1990, the State of Maryland, New

Jersey, Ohio, Pennsylvania or Virginia and the District of Columbia provided that each such state or the District of Columbia shall maintain in effect reciprocal legislation. On and after June 30, 1990, 'eligible state' shall mean any state of the United States and the District of Columbia which maintains in effect reciprocal legislation.

(9) 'Existing Delaware savings bank' means a Delaware savings bank (as defined

in subparagraph (6) of this Section) whose initial Delaware charter (whether or not subsequently amended or converted to a federal charter), or authorization to conduct a savings and loan or savings bank business in Delaware pursuant to the Home Owners' Loan Act of 1933, bears an effective date not less than five years prior to tig, effective date of the acquisition of such Delaware savings bank;

(10) 'Location' or 'located' means:

a. When referring to a savings and loan holding company, the state in which the amount of aggregate deposits in the United States offices of all of its directly or indirectly owned or controlled savings institution or non-savings institution subsidiaries (as well as all of the savings institution or non-savings institution subsidiaries of any savings and loan holding company which owns or controls that savings and loan holding company) is greatest;

a. When referring to a savings institution, the state in which the amount of aggregate deposits of all its offices in that state is greatest; and

a. When referring to a bank holding company, the state in which the amount of aggregate deposits in the United States offices of all of its directly or indirectly owned or controlled banking or savings institution or non-banking or non-savings institution subsidiaries (as well as all of the banking or savings institution or non-banking or non-savings institution subsidiaries of any bank holding company which owns or controls that bank holding company) is greatest.

(11) 'Out-of-state bank holding company' means a bank holding company located in a state other than Delaware.

(12) 'Out-of-state savings and loan holding company' means a savings and loan holding company located in a state other than Delaware.

(13) 'Out-of-state savings institution' means a savings institution located in

a state other than Delaware.

(14) 'Reciprocal legislation' means statutory law of an eligible state which

authorizes a Delaware savings bank or Delaware savings and loan holding company to acquire savings institutions or savings and loan holding companies located in that state on substantially the same terms and conditions as a savings institution or savings and loan holding company located in that state may acquire savings institutions or savings and loan holding companies within that state. A statute of an eligible state shall be deemed to authorize the acquisition of savings institutions or savings and loan holding companies in that state by a Delaware savings bank or Delaware savings and loan holding company if such statute either expressly so provides, or if such statute otherwise provides that such acquisition is authorized if a savings institution or savings and loan holding company located in that state is authorized to acquire a savings institution or savings and loan holding company located in Delaware. For purposes of this subchapter, the statutory law as in effect on February 16, 1987 in the Commonwealth of Pennsylvania shall be deemed to be reciprocal legislation.

(15) 'Savings and loan holding company' means a savings and loan holding

company as defined in the Savings and Loan Holding Company Amendments of 1967 (12 U.S.C. §1730a).

(16) 'Savings institution' means a savings bank or savings and loan
association chartered under the laws of any state, or a federal savings bank or federal savings and loan association, the deposits of which are insured by the Federal Savings and Loan Insurance Corporation or the Federal Deposit Insurance Corporation.

(17) 'Subsidiary' means, with respect to a savings institution, savings and
loan holding company or bank holding company:

a. Any company 25% or more of whose voting shares is directly or
indirectly owned or controlled by such savings institution, savings and loan holding company or bank holding company, or is held by it with power to vote; or

a. Any company the election of a majority of whose directors is controlled in any manner by such savings institution, savings and loan holding company or bank holding company.

§832. kquisition Authority

(a) Except as provided in this subchapter, no out-of-state savings institution,

out-of-state savings and loan holding company, out-of-state bank holding company or any subsidiary of the foregoing, may acquire or retain ownership or control of a Delaware savings bank or a Delaware savings and loan holding company. Notwithstanding the foregoing, an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company located in an eligible state, or any subsidiary of the foregoing, may acquire and retain an existing Delaware savings bank, a Delaware savings and loan holding company or a savings and loan holding company located in an eligible state which owns or controls an existing Delaware savings bank, provided that:

(1) As of the date of the application, and at ail times thereafter, the out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company is located in an eligible state; and

(1) As of the date of the application, and at all times thereafter, until June 30, 1990, the aggregate deposits of the out-of-state savings institution, the out-of-state savings and loan holding company or the out-of-state bank holding company which are located in all eligible states exceed the aggregate deposits of the out-of-state savings institution, the out-of-state savings and loan holding company or the out-of-state bank holding company which are located fn states which are not eligible states; and

(2) The out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, makes application under, and at all times complies with all regulations, decrees, cooperative agreements and orders duly promulgated by the Commissioner with respect to both the implementation of this subchapter generally, and the operations of such out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company and the existing Delaware savings bank which it acquires specifically.

(b) Nothing in this subchapter or in any other law of this State shall be deemed to prohibit or limit an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company from acquiring a savings institution or savings and loan holding company located in any jurisdiction other than an eligible state, which acquisition is otherwise permitted by applicable law of the United States and any state; provided that, if an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, by virtue of such an acquisition, would no longer be located in an eligible state it must comply with the divestiture provisions of this subchapter.

(c) Nothing in this subchapter shall be deemed to permit branching or merging of savings banks across state lines.

APPliCattOD PrOceSS

(a) An out-of-state savings institution, out-of-state savings and loan holding

company or out-of-state bank holding company, or any subsidiary of the foregoing, shall make application to acquire an existing Delaware savings bank or a Delaware savings and loan holding company upon such forms and in accordance with such regulations and rulings as are promulgated from time to time by the Commissioner. Such application shall designate a resident of this State as the applicant's agent for the service of any

paper, notice or legal process upon applicant in connection with matters arising out of this subchapter and shall be accompanied by a non-refundable filing fee in the amount of Five Thousand Dollars ($5,000) for the use of the State, and a non-refundable processing fee in such amount as the Commissioner shall from time to time fix by regulation, payable to and for the use of the Office of the Bank Commissioner.

(b) Following publication, notice and hearing in the manner prescribed by the

Commissioner, the Commissioner shall approve or disapprove an application by an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, to acquire or control an existing Delaware savings bank or a Delaware savings and loan holding company upon a determination of whether such acquisition will serve the public convenience and advantage. As part of such determination, but not by way of limitation, the Commissioner shall consider the following criteria:

(1) Whether the acquisition will, based upon the managerial and financial
resources, financial history and business plan of the applicant, adversely affect the safe and sound operation of the existing Delaware savings bank or other savings institutions located in this State which are owned or controlled by the applicant;

(1) Whether the acquisition will adversely affect the quantity or quality of financial services available to one or more communities served by the existing Delaware savings bank prior to the acquisition;

(1) Whether, as a result of a prior or simultaneous acquisition of another existing Delaware savings bank, the acquisition of the existing Delaware savings bank will result in undue concentration of resources or a substantial lessening of competition in this State; and

(1) Whether the acquisition will foster economic development and the financing of business enterprises to the end that employment opportunities will either be increased or, where there is a prospect for a reduction, retained.

(c) In conjunction with the approval of any application filed under this section, the Commissioner may require as a condition of such approval that the out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company enter into a cooperative agreement binding it to such special terms and conditions regarding its operations and its maintenance and preservation of the capital and assets in Delaware of the existing Delaware savings bank as the Commissioner shall deem to be necessary to assure that the acquisition serves the public convenience and advantage.

§834 Duties and Powers of the Commissioner

In order- to effectuate the provisions of this subchapter, the Commissioner shall, in addition to exercising the authority provided in §833 and §835 of this subchapter:

(1) Adopt and issue such regulations, decrees, orders, rulings, and forms, and enter into such cooperative agreements with out-of-state savings institutions, out-of-state savings and loan holding companies and out-of-state bank holding companies, or any subsidiaries of the foregoing, as he deems to be necessary and proper;

(2) Require by negotiation, administrative order, or cooperative agreement the maintenance and production of such documents and reports, the periodic conduct of such examinations, and otherwise supervise and govern the activities of the out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company as he deems necessary and proper;

(1) Determine by findings and order as required whether a state or the
District of Columbia has reciprocal legislation in effect;

(1) Have the authority to examine any out-of-state savings instituion,
out-of-state savings and loan holding company or out-of-state bank holding company which acquires an existing Delaware savings bank or a Delaware savings and loan holding company. The Commissioner may require reports of each out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company which acquires an existing Delaware savings bank or Delaware savings and loan holding company in accordance with this subchapter. Such reports shall be filed under oath with such frequency and in such scope and detail as may be appropriate for the purpose of assuring continuing compliance with the

provisions of this subchapter and the safety and soundness of any Delaware savings bank;

(5) Prior to approving the acquisition of any existing Delaware savings bank or Delaware savings and loan holding company by an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, the Commissioner may enter into cooperative agreements with the appropriate regulatory authorities for the periodic examination of any out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company which acquires an existing Delaware savings bank or Delaware savings and loan holding company, and may accept reports of examination and other records from such authorities in lieu of conducting his own examination. The Commissioner may enter into joint actions with other regulatory authorities having concurrent jurisdiction over any out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company that acquires an existing Delaware savings bank or Delaware savings and loan holding company or may take such actions independently to carry out his responsibilities under this subchapter to assure the safety and soundness of any existing Delaware savings bank or Delaware savings and loan holding company and to assure compliance with the provision of this subchapter and applicable Delaware banking laws.

§835. Divestiture

Upon his determination that an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company is (i) not located in a state which is an eligible state, (ii) in violation of the requirements of this subchapter, or any order, regulation, ruling, cooperative agreement or decree issued or entered into by the Commissioner, or any order of any court of Competent jurisdiction, or (iii) otherwise operating an existing Delaware savings bank in an unsafe and unsound manner, then the Commissioner shall have the authority to order such out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, to remedy such violation by a date certain, or to cease and desist from operating in an unsafe and unsound manner, in default of which the Commissioner shall have the authority to order such out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, to divest itself of any shares or assets of any existing Delaware savings bank which it has acquired under this subchapter. The procedure governing such divestiture, and the authority of the Commissioner to enforce an order directing the same against an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company shall be the same as provided in relation to an out-of-state bank holding company in subsections (c) and (d) of §807 of this Chapter 8.

§836. Powers of an Acauirpd. Existing Savinas Bank

(a) Nothing contained in this Chapter 8 shall be construed as abridging the
rights, powers and authorities granted to any existing Delaware savings bank acquired under its charter, the provisions of this title, or any other current, former or future law of the State of Delaware or the United States governing the formation, conversion, merger, corporate powers, branching, operation or dissolution of a Delaware savings bank.

(a) The stockholders of any existing Delaware savings bank owning a majority of the voting stock of such Delaware savings bank, or a majority of the board of directors of any existing Delaware savings bank which has not issued voting stock, may, prior to or following the effective date of this section, elect to be exempt from the provisions of §832 this subchapter. Once such existing Delaware savings bank shall have submitted adequate proof to the Commissioner of its election to be exempt from the provisions of this subchapter, the Commissioner shall give public notice in a manner he deems to be appropriate that such institution is no longer an existing Delaware savings bank for purposes of this subchapter. An existing Delaware savings bank may at any time withdraw its election to be exempt in the same manner.

§837. Scone: construction

This subchapter deals with the conditions under which out-of-state savings institutions, out-of-state savings and loan holding companies and out-of-state bank holding companies may acquire a Delaware savings bank or a Delaware savings and loan holding company; it shall not be construed to have any applicability to Part III of the Delaware Banking Code relating to building and loan associations nor to constitute any authority for the acquisition of Delaware building and loan associations."

Section 4. If any provisions of this Act or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Act if this Act can be given effect without the invalid provision or application, and to that end the provisions of this Act are declared severable provided, that if this subchapter is for any reason found by a final order subject to no further judicial review, entered by a court of competent jurisdiction of this State or of the United States, to permit the acquisition of an existing Delaware savings bank or Delaware savings and loan holding company by an out-of-state savings institution, out-of-state and loan holding company or out-of-state bank holding company not located in a eligible state then no out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company or any subsidiary thereof, may therafter acquire existing Delaware savings banks or Delaware savings and loan holding companies pursuant to this Act.

Section 5. With the exception of §836 of Subchapter III of Chapter 8, Title 5, Delaware Code, which Section shall be effective upon adoption, the provisions of this Act shall be effective on January 1, 1988.

Approved May 21, 1987.