I 111th CONGRESS 1st Session H. R. 3291 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 holding companies by promoting fair corporate governance procedures when considering management or employee stock benefit plans, and for other purposes.

1.

Short title

This Act may be cited as the Mutual Holding Company Beneficial Owners’ Protection Act of 2009 .

2.

Approval of stock benefit plans by shareholders 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 paragraph (11); and (2)by inserting after paragraph (9) the following 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 employees of such association or savings and loan holding company; or (II)to the management or employees of any affiliate of such association or company; or (ii)amend any plan of such savings association or savings and loan holding company for any purpose described in clause (i), 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 eligible to be cast by such mutual holding company or any subsidiary of the company.(B)

Compliance

Any provision of the charter or bylaws of a savings association, savings and loan 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 unenforceable. .

3.

Approval of stock benefit plans by shareholders of insured depository institutions

Section 18 of the Federal Deposit Insurance Act (12 U.S.C. 1828) is amended by adding at the end the following new subsection: (y)

Method of approval of stock benefit plans by subsidiaries of mutual holding companies

(1)

In general

No insured depository institution 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 institution or company; or (B)amend any plan of such insured depository 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 eligible to be cast by such mutual holding company or any subsidiary of the company.(2)

Compliance

Any provision of the charter or bylaws of a insured depository institution or mutual holding company which has the effect of excluding or preventing votes required under paragraph (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 mutual holding company means a corporation organized as a mutual holding company and operating in mutual form. .

4.

Approval of stock benefit plans by shareholders of mutual bank holding company subsidiaries

Section 3(g) of the Bank Holding Company Act (12 U.S.C. 1842(g)) is amended by adding at the end the following new paragraph: (3)

Approval by public shareholders

(A)

In general

Notwithstanding paragraph (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 employees of such bank holding company subsidiary; or (II)to the management or employees of any affiliate of such bank holding company subsidiary; or (ii)amend any plan of such bank holding company subsidiary 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 eligible to be cast by such mutual holding company or any subsidiary of the company.(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 unenforceable. .