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124 STAT. 1638 PUBLIC LAW 111–203—JULY 21, 2010

‘‘(I) reorganized into a mutual holding com-
pany under subsection (o);
‘‘(II) issued minority stock either from its mid-
tier stock holding company or its subsidiary stock
savings association; and
‘‘(III) waived dividends it had a right to receive
from the subsidiary stock savings association.
‘‘(E) VALUATION.—
‘‘(i) IN GENERAL.—The appropriate Federal banking
agency shall consider waived dividends in determining
an appropriate exchange ratio in the event of a full
conversion to stock form.
‘‘(ii) EXCEPTION.—In the case of a savings associa-
tion that has reorganized into a mutual holding com-
pany, has issued minority stock from a mid-tier stock
holding company or a subsidiary stock savings associa-
tion of the mutual holding company, and has waived
dividends it had a right to receive from a subsidiary
savings association before December 1, 2009, the appro-
priate Federal banking agency shall not consider
waived dividends in determining an appropriate
exchange ratio in the event of a full conversion to
stock form.’’.
12 USC 1467a (b) EFFECTIVE DATE.—The amendment made by subsection (a)
note. shall take effect on the transfer date.

SEC. 626. INTERMEDIATE HOLDING COMPANIES.
The Home Owners’ Loan Act (12 U.S.C. 1461 et seq.) is
amended by inserting after section 10 (12 U.S.C. 1467a) the fol-
lowing new section:

12 USC 1467b. ‘‘SEC. 10A. INTERMEDIATE HOLDING COMPANIES. ‘‘(a) DEFINITION.—For purposes of this section: ‘‘(1) FINANCIAL ACTIVITIES.—The term ‘financial activities’ means activities described in clauses (i) and (ii) of section 10(c)(9)(A). ‘‘(2) GRANDFATHERED UNITARY SAVINGS AND LOAN HOLDING COMPANY.—The term ‘grandfathered unitary savings and loan holding company’ means a company described in section 10(c)(9)(C). ‘‘(3) INTERNAL FINANCIAL ACTIVITIES.—The term ‘internal financial activities’ includes— ‘‘(A) internal financial activities conducted by a grand- fathered savings and loan holding company or any affiliate; and ‘‘(B) internal treasury, investment, and employee ben- efit functions. ‘‘(b) REQUIREMENT.— ‘‘(1) IN GENERAL.— ‘‘(A) ACTIVITIES OTHER THAN FINANCIAL ACTIVITIES.— Deadline. If a grandfathered unitary savings and loan holding com- pany conducts activities other than financial activities, the Board may require such company to establish and conduct all or a portion of such financial activities in or through LAWS an intermediate holding company, which shall be a savings and loan holding company, established pursuant to regula- tions of the Board, not later than 90 days (or such longerPUBLIC with on anorris VerDate Nov 24 2008 12:15 Aug 04, 2010 Jkt 089139 PO 00203 Frm 00264 Fmt 6580 Sfmt 6581 E:\PUBLAW\PUBL203.111 APPS06 PsN: PUBL203