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under regulations of the Board, except that the State bank supervisor may waive the applicability of this clause on a case-by-case basis if such waiver does not have the effect of discriminating against out-of-State banks, out-of-State bank holding companies, or subsidiaries thereof; or

"(C) the acquisition would result in the applicant directly or indirectly controlling a bank that has been in existence for a shorter period of time, if any, than is prescribed by the law of the State in which such bank is located in effect on the date on which the application is filed with the Board, only if such State law

"(i) does not prescribe a period of more than 5 years; and

"(ii) does not have the effect of discriminating among out-of-State banks, out-of-State bank holding companies, or subsidiaries thereof.

"(3) NO EFFECT ON ANTITRUST LAWS.-Nothing in this subsection affects Federal or State antitrust laws that do not have the effect of discriminating against out-of-State banks, out-ofState bank holding companies, or subsidiaries thereof.

"(4) ADEQUATE CAPITALIZATION.-For purposes of this subsection, a bank holding company is 'adequately capitalized' if it meets or exceeds all applicable Federal regulatory capital standards.".

(b) TECHNICAL AND CONFORMING AMENDMENTS.-Section 2 of the Bank Holding Company Act of 1956 (12 U.S.C. 1841) is amended by adding at the end the following new subsections:

"(n) INCORPORATED DEFINITIONS.-For purposes of this Act, the terms 'insured depository institution', 'appropriate Federal banking agency', and 'State bank supervisor' have the same meanings as in section 3 of the Federal Deposit Insurance Act.

"(0) OTHER DEFINITIONS. For purposes of this Act

"(1) the 'home State' of a bank holding company is the State in which the total deposits of its banking subsidiaries were largest on July 1, 1966, or the date on which such company became a bank holding company, whichever is later; and "(2) the 'home State' of a bank is

"(A) in the case of a State bank, the State in which it was chartered; and

"(B) in the case of a national bank, in the State in which its main office is located.".

(c) EFFECTIVE DATE.-This section and the amendments made by this section shall become effective 1 year after the date of enactment of this Act.

SEC. 3. CONVERSION OF BANKS TO BRANCHES.

(a) IN GENERAL.-Section 3 of the Bank Holding Company Act of 1956 (12 U.S.C. 1842) is amended by adding at the end the following new subsection:

"(h) INTERSTATE COMBINATIONS.—

"(1) IN GENERAL.

"(A) COMBINATIONS AUTHORIZED.-Beginning 2 years after the date of enactment of this subsection, a bank holding company having subsidiary banks located in more than 1 State may combine 2 or more of such banks into a single,

resulting bank by means of a merger, consolidation, or other transaction approved by the appropriate Federal banking agency.

"(B) CONTINUED OPERATIONS.-A resulting bank may, subject to the approval of the appropriate Federal banking agency, retain and operate as branches the main offices and any branches which, immediately prior to the transaction, were being operated by any combined bank or the resulting bank.

"(C) SURRENDER OF CHARTER AFTER COMBINATION.-On the date on which a combination authorized by this paragraph becomes effective, the charters of the combined banks shall be surrendered to the regulatory authority that issued the charters.

"(2) APPLICABILITY.-A combination under paragraph (1) may only be effected in the case of a merger, consolidation, or other transaction that is undertaken by a bank holding company that is adequately capitalized and adequately managed. "(3) ACTIVITIES OF THE RESULTING BANK.—

“(A) ADDITIONAL BRANCHES. Following any combination effected under paragraph (1), the resulting bank may establish, acquire, or operate additional branches at any location where the resulting bank or a combined bank could have established, acquired, or operated a branch under the applicable Federal or State law as if it had not been a party to such combination.

"(B) INTRASTATE BRANCHING.-Except as expressly provided in this subsection, nothing in this subsection shall be deemed to amend, repeal, or preempt, either expressly or by implication, any Federal or State law relating to the establishment, acquisition, or operation of intrastate branches by national or State banks.

"(C) CONDITIONS.-Prior to granting approval to effect a combination under paragraph (1), the appropriate Federal banking agency shall consider each bank's rating under the Community Reinvestment Act of 1977 and the comments of the appropriate State bank regulatory authorities regarding each bank's compliance with applicable State community reinvestment laws.

"(D) IMPOSITION OF SHARES TAX BY HOST STATES.-In order to assure that an out-of-State bank contributes a fair share to a host State's revenues, if any branch of an outof-State bank established pursuant to paragraph (1) or subparagraph (A) of this paragraph continues in operation, a proportionate amount of the value of the shares of the out-of-State bank may be subject to any bank shares tax levied or imposed by any host State or political subdivision thereof based upon an allocation of net income, capital or net worth, and other factors employed in computing such value pursuant to an allocation method adopted by the host State's taxing authorities pursuant to State law, if such method does not have the effect of discriminating against out-of-State banks, out-of-State bank holding companies, or subsidiaries thereof.

“(4) ACTIVITIES OF BRANCHES.—A State bank that establishes one or more branches in accordance with paragraph (1) or paragraph (3)(A) may not conduct any activity at any branch located in a host State that is not permitted for banks chartered by such host State.

“(5) APPLICABLE LAW.—

“(A) IN GENERAL.—

“(i) NATIONAL BANK BRANCHES.—Any branch of a national bank that is established as the result of a combination in accordance with paragraph (1) or paragraph (3)(A) shall be subject to the laws of the host State, including those that govern intrastate branching, consumer protection, fair lending, and community reinvestment, as if it were a branch of a national bank having its main office in that State.

"(ii) STATE BANK BRANCHES.-Any branch of a State bank that is established as the result of a combination in accordance with paragraph (1) or paragraph (3)A) shall be subject to the laws of the host State, including those that govern intrastate branching, consumer protection, fair lending, and community reinvestment, as if it were a branch of a bank chartered under the laws of such State.

“(B) FILING REQUIREMENT.-A host State may require any bank located in another State that wishes to establish a branch within the host State as a result of a combination authorized by paragraph (1) to comply with filing requirements that

“(i) are not discriminatory in effect; and

“(ii) are similar in their effect to and are subject to similar sanctions as those that are imposed on a corporation having its main office in another State that is not engaged in the business of banking and that seeks to engage in business in the host State. "(6) STATE ELECTION TO PROHIBIT INTERSTATE COMBINATIONS.

“(A) IN GENERAL.-Paragraph (1) does not apply to a bank holding company located in a State that has enacted a law after the date of enactment of this subsection that applies equally to all out-of-State banks, and that expressly prohibits interstate combinations involving a bank located in the State, as authorized under paragraph (1).

"(B) EFFECT OF PROHIBITION.-A bank located in a State that has in effect a prohibition described in subparagraph (A) may not be combined, and shall have no authority to be combined under paragraph (1), with a bank located outside of that State.

"(C) LAWS ENACTED SUBSEQUENT TO AUTHORIZATION DATE.-A law enacted by a State pursuant to subparagraph (A) shall have no effect on combinations that were approved prior to the effective date or the date of enactment of such law, whichever is later.

"(7) STATE ELECTION TO PERMIT INTERSTATE COMBINATIONS.— A combination under paragraph (1) may be undertaken during

the 2-year period beginning on the date of enactment of this subsection, if each of the States in which 1 or more banks that are to be combined into a single, resulting bank is located has in effect on the date on which the combination is approved a law that applies equally to all out-of-State banks and that expressly permits interstate combinations by national and Statechartered banks. A State described in the preceding sentence may impose conditions on the branch of the resulting bank located in that State if

"(A) the conditions do not have the effect of discriminating against out-of-State banks, out-of-State bank holding companies, or subsidiaries thereof (other than on the basis of a reciprocal treatment requirement);

"(B) the imposition of the conditions is not preempted by Federal law; and

"(C) the conditions do not apply or require performance beyond the end of the 2-year period beginning on the date of enactment of this subsection.

"(8) COMBINATIONS AFTER THE EXPIRATION OF 2-YEAR PERIOD.-A State described in paragraphs (6) or (7) may elect at any later time to permit or withdraw permission for interstate combinations authorized under paragraph (1) if such State enacts a law that applies equally to all out-of-State banks and that expressly permits (or withdraws permission for, as the case may be) interstate combinations by all national and State banks.

"(9) LIMITATIONS.-Nothing in this subsection

"(A) affects Federal or State antitrust laws that do not have the effect of discriminating against out-of-State banks, out-of-State bank holding companies, or subsidiaries thereof; or

"(B) affects section 5197 of the Revised Statutes or section 27 of the Federal Deposit Insurance Act.

"(10) RESERVATION OF CERTAIN RIGHTS TO STATES.-Nothing in this subsection limits in any way the right of a State to"(A) determine the authority of State banks chartered in that State to acquire, establish, and maintain branches; or "(B) supervise, regulate, and examine State banks chartered by that State.

"(11) DEFINITIONS.-For purposes of this subsection

"(A) the term 'combined bank' means any bank participating in a combination under paragraph (1), other than the resulting bank;

"(B) the term 'host State' means the State in which a bank establishes or maintains a branch other than the State in which the bank is located and engaged in the business of banking;

"(C) a bank shall be deemed to be located'

“(i) in the case of a State bank, in the State in which it was chartered; and

"(ii) in the case of a national bank, in the State in which its main office is located;

"(D) the term 'resulting bank' means a banking subsidiary of a bank holding company that has resulted from a

transaction effected under paragraph (1) involving the combination of 2 or more subsidiary banks of the bank holding company located in 2 or more States; and

"(E) the term 'State bank' has the same meaning as in section 3 of the Federal Deposit Insurance Act.".

(b) CONFORMING AMENDMENT TO THE NATIONAL BANK ACT.-Section 5155(c) of the Revised Statutes (12 U.S.C. 36(c)) is amended in the first sentence, by striking "A national banking association” and inserting "Except as provided in section 3(h) of the Bank Holding Company Act of 1956, a national banking association".

SEC. 4. AMENDMENTS TO FEDERAL DEPOSIT INSURANCE ACT AND THE ACT ENTITLED “AN ACT TO PROVIDE FOR THE CONSOLIDATION OF NATIONAL BANKING ASSOCIATIONS”.

(a) FEDERAL DEPOSIT INSURANCE ACT AMENDMENTS.-Section 18(d) of the Federal Deposit Insurance Act (12 U.S.C. 1828(d)) is amended by adding at the end the following new paragraph:

"(3) COORDINATION OF EXAMINATION AUTHORITY.—

"(A) IN GENERAL.-A State bank supervisor of a host State may examine a branch operated in such State of a bank chartered by a State other than that host State that resulted from a combination effected under section 3(h) of the Bank Holding Company Act of 1956

"(i) for the purpose of determining compliance with host State laws, including those that govern banking, taxation, community reinvestment, fair lending, consumer protection, and permissible activities; and

"(ii) to ensure that the activities of the branch are not conducted in an unsafe or unsound manner. "(B) ENFORCEMENT.-In the event that the State bank supervisor of the host State determines that there is a violation of the law of the host State concerning the activities being conducted by a branch described in subparagraph (A), the State bank supervisor of the host State may undertake such enforcement actions and proceedings as would be permitted under the law of the host State as if the branch were a bank chartered by that host State.

"(C) COOPERATIVE AGREEMENT.-The State bank supervisors from 2 or more States may enter into cooperative agreements to facilitate State regulatory supervision of State-chartered banks, including cooperative agreements relating to the coordination of examinations and joint participation in examinations.

“(D) FEDERAL REGULATORY AUTHORITY.—Nothing in this subsection limits in any way the authority of the appropriate Federal banking agency to examine any bank or branch of a bank for which the agency is the appropriate Federal banking agency.

"(E) REVIEW OF INTERSTATE AGREEMENTS.-If the appropriate Federal banking agency determines that the States have failed to reach an agreement under subparagraph (C), or that such an agreement fails to adequately protect the deposit insurance funds, the appropriate Federal banking agency shall not defer to State examinations of

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