CHAPTER 337

FORMERLY

SENATE BILL NO. 361

AS AMENDED BY SENATE AMENDMENT NO. I

AN ACT TO FURTHER AMEND "AN ACT TO INCORPORATE THE ARTISANS' SAVINGS BANK"

BE IT ENACTED BY THE GENERAL ASSEMBLY OF T1-IE STATE OF DELAWARE (Two-thirds of all members elected to each house thereof concurring therein):

Section 1 Amend Section I, Chapter 63, Volume 12, Laws of Delaware, as amended, by striking out "Artisans' Savings Bank" and "Artizans' Savings Bank" each time either phrase appears therein and inserting in lieu thereof' "Artisans' Bank", by inserting after the word "Corporation" the first time it- appears a comma, followed by the term "savings bank", and by inserting after the word "hold" a comma, followed by the phrase "purchase, convey, mortgage or lease real and personal".

Section 2, Amend Section 3. Chapter 63, Volume 12, Laws of Delaware, as amended by striking said section and replacing it with the following:

"SECTION.I AND BE IT FURTHER ENACTED, that said Corporation shall be authorized, subject to and as qualified by the same limitations, conditions, restrictions and regulations applicable to corporations chartered as banks under Chapter 7 of Title 5 of the Delaware Code and as further prescribed by the State Bank Commissioner:

(a) To receive from any person or persons any deposit or deposits of money either on

time or demand, to pay interest on such deposits, to provide checking and savings account services to depositors, and to repay such deposits to depositors when demanded; provided, nevertheless, that the By-Laws may require reasonable previous notice to be given by any depositor intending to withdraw his deposit or any part thereof;

(b) To make, invest in, sell, or otherwise deal with the following loans, secured or

unsecured:

( I ) Mortgage loans secured by real property that is or is expected to become primarily residential real estate. including, but not limited to, home equity loans and reverse mortgage loans;

(2) Consumer loans for personal family or household purposes, including, but not limited to, credit card loans;

(2) Education loans;

(3) Construction loans, the principal purpose of which is to provide financing with respect to what is or is expected to become primarily residential real estate;

(3) Commercial, corporate, and business loans, including, but not limited to, commercial real estate and construction loans;

(4) Margin loans; and

(5) Savings account loans;

(c) To purchase, invest in. or sell the following additional investments:

(1) Stocks, bonds, debentures, notes or other securities;

(2) Gold and silver bullion mid foreign money and coin; and

(3) Real estate for the transaction of its business, subject to the limitations contained in Section 762 of Title 5 of the Delaware Code;

(d) To exercise trust powers to the same extent as permitted for a corporation
chartered as bank and trust company under Chapter 7 of Title 5 of the Delaware Code;

(e) To engage in any other activity permitted for a corporation chartered as a bank
under Chapter 7 of Title 5 of the Delaware Code;

(d) To establish, maintain and operate a principal office at any location in the State of
Delaware and to establish, maintain and operate such branch office(s) or place(s) of business at such place or places, as it may deem to be advantageous, in the State or in any other state of the United States of America, including automated service branches, subject to the prior approval of the State Bank Commissioner and in accordance with the provisions of Sections 770 through 772 of Title 5 of the Delaware Code;

(e) To retain a surplus fund and to divide its profits, after payment of necessary
expenses, among the depositors at such time and in such manner as the Board of Directors may direct; and

(f) To exercise and engage in the foregoing powers and activities through one or
more subsidiaries."

Section 3 Add new Sections 7 through 10 to Chapter 63, Volume 12, Laws of Delaware. as follows:

"SECTION 7 AND BE IT FURTHER ENACTED, that said Corporation may hereafter, from time to time, when and as desired, amend its charter in the same manner as provided in Section 749 of Title 5 of the Delaware Code for corporations chartered as banks under Chapter 7 of said Title 5. The procedures for amendment and the manner of making and effecting the same shall be those for a corporation having no capital stock as prescribed in Section 242(b)(3) of Title 8 of the Delaware Code. In addition, any amendment to the charter shall be approved by the vote of a majority or all or the Members of said Corporation. Any amendment shall be consistent with the powers and purposes of said Corporation. No proposed charter amendment shall be received or filed by the Secretary of State or be deemed or held to he effective unless and until submitted to and approved both in substance and in form by the State Bank Commissioner,

SECTION 8, AND BE IT FURTHER ENACTED, that, subject to the approval of the State Bank Commissioner, said Corporation may convert from mutual to the stock thrill of organization in accordance with such regulations, orders or procedures as may be established or issued by the State Bank Commissioner. Such regulations, orders and procedures shall be similar in scope and content to, and comply in all material respects with, the mutual-to-stock conversion regulations of the federal insurer of deposits, as currently in effect at the time said Corporation applies to the State Bank Commissioner for approval of the proposed conversion; provided, that conliirmity with the regulatory requirements imposed by the federal insurer of deposit accounts will not be sufficient for state regulatory purposes if the State Bank Commissioner determines that the proposed conversion would pose a risk to said Corporation's safety and soundness, violate any law or regulation, or present a breach of fiduciary duty.

SECTION 9 AND BE IT EURIIIER ENACTED, that, subject to the approval of the State Bank Commissioner, said Corporation may reorganize so as to become a mutual holding company and, in connection with such reorganization, form a stock savings bank subsidiary of the holding company in accordance with such regulations, orders or procedures as may be established or issued by the State Bank Commissioner. The regulatory authority of the State Bank Commissioner under this section shall include the authority to approve the chartering of a corporation with capital stock doing business as a savings bunk. Any regulations, orders and procedures established or issued by the State Bank Commissioner pursuant to this section shall be similar in scope and content to, and comply in all material respects with, the mutual holding company regulations for savings associations of the Office of Thrift Supervision (or any successor federal banking agency) as currently in effect at the time said Corporation applies to

the State Bank Commissioner for approval of the proposed holding company reorganization; provided, however, that the powers and authorities of the stock savings bank formed in the reorganization shall be substantially similar to those of said Corporation at the time of such reorganization; provided, further, that for good cause shown, the State Bank Commissioner may exempt the Bank from any regulatory requirement imposed by such Office of Thrift Supervision regulations, including, but not limited to, any requirement that the mutual holding company formation be approved by the Bank's depositors; and provided further, that conformity with the regulatory requirements imposed by the Office of Thrift Supervision will not be sufficient for state regulatory purposes if the State Bank Commissioner determines that the proposed formation of the mutual holding company would pose a risk to said Corporation's safety and soundness, violate any law or regulation, or present a breach of fiduciary duty. Any issuance of stock in the newly-formed savings bank subsidiary of said mutual holding company to any person or entity other than said company or any subsequent mutual-to-stock conversion of said company shall be conducted in accordance with the requirements and procedures for a mutual-to-stock conversion of said Corporation as prescribed by Section 8 of this Act to Incorporate the Corporation, as amended.

SECTION 10. AND BE IT FURTHER ENACTED, that the Corporation shall make a copy of this Act. as amended, available to any member of the public upon reasonable request.

"SECTION II If any provision of this Act or the application of any section or part thereof to said corporation or to any other person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this Act that can be given effect without the invalid provision or application."

Approved May 17, 1996