AB554, s. 8 5Section 8. 221.04 (1) (k) 1. of the statutes is amended to read:
AB554,7,36 221.04 (1) (k) 1. Directly or indirectly, to acquire, place and operate, or
7participate in the acquisition, placement and operation of, at locations other than its
8main or branch offices, customer bank communications terminals, in accordance
9with rules established by the commissioner. The rules of the commissioner shall
10provide that any such customer bank communications terminal shall be available for
11use, on a nondiscriminatory basis, by any state or national bank which has its
12principal place of business in this state, by any other bank obtaining the consent of
13a state or national bank which has its principal place of business in this state and
14is using the terminal and by all customers designated by a bank using the terminal.
15This paragraph does not authorize a bank which has its principal place of business
16outside this state to conduct banking business in this state. The customer bank
17communications terminals also shall be available for use, on a nondiscriminatory
18basis,
by any credit union, savings and loan association or savings bank, whose home
19office is located in this state,
if the credit union, savings and loan association or
20savings bank requests to share its use, subject to rules jointly established by the
21commissioner of banking, the commissioner of credit unions and the commissioner
22of savings and loan. The rules of the commissioner and the joint rules shall each
23prohibit any advertising with regard to a shared terminal which suggests or implies
24exclusive ownership or control of the shared terminal by any financial institution or
25group of financial institutions operating or participating in the operation of the

1terminal.
The commissioner by order may authorize the installation and operation
2of a customer bank communications terminal in a mobile facility, after notice and
3hearing upon the proposed service stops of the mobile facility.
AB554, s. 9 4Section 9. 221.04 (1) (k) 1. of the statutes, as affected by 1995 Wisconsin Acts
527 and .... (this act), is repealed and recreated to read:
AB554,7,236 221.04 (1) (k) 1. Directly or indirectly, to acquire, place and operate, or
7participate in the acquisition, placement and operation of, at locations other than its
8main or branch offices, customer bank communications terminals, in accordance
9with rules established by the division. The rules of the division shall provide that
10any such customer bank communications terminal shall be available for use by any
11state or national bank which has its principal place of business in this state, by any
12other bank obtaining the consent of a state or national bank which has its principal
13place of business in this state and is using the terminal and by all customers
14designated by a bank using the terminal. This paragraph does not authorize a bank
15which has its principal place of business outside this state to conduct banking
16business in this state. The customer bank communications terminals also shall be
17available for use by any credit union, savings and loan association or savings bank,
18if the credit union, savings and loan association or savings bank requests to share
19its use, subject to rules jointly established by the division of banking, the office of
20credit unions and the division of savings and loan. The division by order may
21authorize the installation and operation of a customer bank communications
22terminal in a mobile facility, after notice and hearing upon the proposed service stops
23of the mobile facility.
AB554, s. 10 24Section 10. 221.04 (1) (p) of the statutes is amended to read:
AB554,8,20
1221.04 (1) (p) To contract with one or more banks depository institutions to
2provide banking and financially related products or services on its behalf to its
3customers or to establish a joint branch bank of the contracting banks. The
4contracting banks shall inform the commissioner in writing of any contract entered
5into under this paragraph. The establishment of a joint branch bank is subject to the
6provisions for the establishment of a branch bank in par. (jm)
. A bank that proposes
7to enter into a contract under this paragraph shall file with the commissioner, at
8least 30 days before the effective date of the contract, a notice of intention to enter
9into a contract with a depository institution, a description of the services proposed
10to be performed under the contract and a copy of the contract. A bank may not,
11pursuant to a contract under this paragraph, conduct any activity as an agent that
12it would be prohibited from conducting as a principal under applicable state or
13federal law, or have an agent conduct any activity that the bank as a principal would
14be prohibited from conducting under applicable state or federal law. The
15commissioner may order a bank or any other depository institution subject to the
16commissioner's enforcement powers to cease acting as an agent or principal under
17any contract that the commissioner finds to be inconsistent with safe and sound
18banking practices. A bank acting as an agent for a depository institution under a
19contract under this paragraph does not become a branch of the depository institution
20by entering into a contract under this paragraph
.
AB554, s. 11 21Section 11. 221.04 (1) (p) of the statutes, as affected by 1995 Wisconsin Acts
2227 and .... (this act), is repealed and recreated to read:
AB554,9,1323 221.04 (1) (p) To contract with one or more depository institutions to provide
24banking and financially related products or services on its behalf to its customers.
25A bank that proposes to enter into a contract under this paragraph shall file with the

1division, at least 30 days before the effective date of the contract, a notice of intention
2to enter into a contract with a depository institution, a description of the services
3proposed to be performed under the contract and a copy of the contract. A bank may
4not, pursuant to a contract under this paragraph, conduct any activity as an agent
5that it would be prohibited from conducting as a principal under applicable state or
6federal law, or have an agent conduct any activity that the bank as a principal would
7be prohibited from conducting under applicable state or federal law. The division
8may order a bank or any other depository institution subject to the division's
9enforcement powers to cease acting as an agent or principal under any contract that
10the division finds to be inconsistent with safe and sound banking practices. A bank
11acting as an agent for a depository institution under a contract under this paragraph
12does not become a branch of the depository institution by entering into a contract
13under this paragraph.
AB554, s. 12 14Section 12. 221.04 (1) (pm) of the statutes is repealed.
AB554, s. 13 15Section 13. 221.04 (4h) of the statutes is amended to read:
AB554,9,2016 221.04 (4h) Stock in bank-owned banks. Any bank holding company, subject
17to the limitations in s. 221.58 (7) 221.59, or any bank may, with the approval of the
18commissioner, acquire and hold stock in an aggregate amount not exceeding 10% of
19its capital and surplus, in one or more banks chartered under s. 221.57 or in one or
20more bank holding companies wholly owning a bank chartered under s. 221.57.
AB554, s. 14 21Section 14. 221.04 (4h) of the statutes, as affected by 1995 Wisconsin Acts 27
22and .... (this act), is repealed and recreated to read:
AB554,9,2523 221.04 (4h) Stock in bank-owned banks. Any bank holding company, subject
24to the limitations in s. 221.59, or any bank may, with the approval of the division,
25acquire and hold stock in an aggregate amount not exceeding 10% of its capital and

1surplus, in one or more banks chartered under s. 221.57 or in one or more bank
2holding companies wholly owning a bank chartered under s. 221.57.
AB554, s. 15 3Section 15. 221.08 (9) of the statutes is amended to read:
AB554,10,144 221.08 (9) The board of directors shall meet at least once each month calendar
5quarter
. At the monthly quarterly meeting they shall generally investigate the
6affairs of the bank and determine whether the assets are of the value at which they
7are carried on the books of the bank. The directors shall name a loan committee of
83 or more of its members, a majority of whom shall be other than active executives,
9except in 1st or 2nd class cities, or except when a majority of the directors are actively
10engaged in the bank's management. The committee shall meet at least once each
11month calendar quarter and shall determine policies as to renewals and applications
12for new loans. Any director who is found to be lax in attendance may be removed by
13the commissioner and the vacancy shall be filled within a reasonable time as the
14commissioner may direct.
AB554, s. 16 15Section 16. 221.08 (9) of the statutes, as affected by 1995 Wisconsin Acts 27
16and .... (this act), is repealed and recreated to read:
AB554,11,217 221.08 (9) The board of directors shall meet at least once each calendar quarter.
18At the quarterly meeting they shall generally investigate the affairs of the bank and
19determine whether the assets are of the value at which they are carried on the books
20of the bank. The directors shall name a loan committee of 3 or more of its members,
21a majority of whom shall be other than active executives, except in 1st or 2nd class
22cities, or except when a majority of the directors are actively engaged in the bank's
23management. The committee shall meet at least once each calendar quarter and
24shall determine policies as to renewals and applications for new loans. Any director

1who is found to be lax in attendance may be removed by the division and the vacancy
2shall be filled within a reasonable time as the division may direct.
AB554, s. 17 3Section 17. 221.56 (1) of the statutes is amended to read:
AB554,11,244 221.56 (1) Any domestic corporation, investment trust, or other form of trust
5or any regional state out-of-state bank holding company which shall own, hold or
6in any manner control a majority of the stock in a state bank or trust company, or a
7bank or bank holding company which through a transaction under s. 701.108
8acquires control of a majority of the stock in a state bank,
shall be deemed to be
9engaged in the business of banking and shall be subject to the supervision of the office
10of the commissioner of banking. It shall file reports of its financial condition or
11activities
when called for by the commissioner of banking, and the commissioner may
12order an examination of its condition and solvency whenever in his or her opinion
13such examination is required, and the cost of such examination shall be paid by such
14corporation or association. Whenever in the opinion of the commissioner the
15condition of such corporation or association shall be such as to endanger the safety
16of the deposits in any bank or trust company which is owned or in any manner
17controlled by such corporation, or the operation of such corporation, association or
18trust shall be carried on in such manner as to endanger the safety of such bank or
19trust company or its depositors, the commissioner may order such corporation or
20trust to remedy such condition or policy within 90 days and if such order is not
21complied with, the commissioner shall have power to fully direct the operation of
22such banks or trust companies until such order is complied with, and may withhold
23all dividends from such corporation or trust during the period in which the
24commissioner may exercise such authority.
AB554, s. 18
1Section 18. 221.56 (1) of the statutes, as affected by 1995 Wisconsin Acts 27
2and .... (this act), is repealed and recreated to read:
AB554,12,203 221.56 (1) Any domestic corporation, investment trust, or other form of trust
4or any out-of-state bank holding company which shall own, hold or in any manner
5control a majority of the stock in a state bank or trust company shall be deemed to
6be engaged in the business of banking and shall be subject to the supervision of the
7division. It shall file reports of its financial condition or activities when called for by
8the division, and the division may order an examination of its condition and solvency
9whenever, the division's opinion such examination is required, and the cost of such
10examination shall be paid by such corporation or association. Whenever in the
11opinion of the division the condition of such corporation or association shall be such
12as to endanger the safety of the deposits in any bank or trust company which is owned
13or in any manner controlled by such corporation, or the operation of such corporation,
14association or trust shall be carried on in such manner as to endanger the safety of
15such bank or trust company or its depositors, the division may order such corporation
16or trust to remedy such condition or policy within 90 days and if such order is not
17complied with, the division shall have power to fully direct the operation of such
18banks or trust companies until such order is complied with, and may withhold all
19dividends from such corporation or trust during the period in which the division may
20exercise such authority.
AB554, s. 19 21Section 19. 221.58 of the statutes is repealed.
AB554, s. 20 22Section 20. 221.59 of the statutes is created to read:
AB554,12,25 23221.59 Acquisitions of banks and bank holding companies. (1)
24Applicability. This section applies to acquisitions of an in-state bank or an in-state
25bank holding company by any company.
AB554,13,1
1(2) Definitions. In this section:
AB554,13,22 (a) "Affiliate" has the meaning set forth in 12 USC 1841 (k).
AB554,13,33 (b) "Bank" has the meaning set forth in 12 USC 1841 (c).
AB554,13,64 (c) "Bank holding company" has the meaning set forth in 12 USC 1841 (a), and
5unless the context otherwise requires, includes an in-state bank holding company,
6an out-of-state bank holding company and a foreign bank holding company.
AB554,13,107 (d) "Bank supervisory agency" means the office of the comptroller of the
8currency, the federal deposit insurance corporation, the board of governors of the
9federal reserve system, or any successor to these agencies, or any agency of another
10state with primary responsibility for chartering and supervising banks.
AB554,13,1111 (e) "Comissioner" means the commissioner of banking.
AB554,13,1312 (f) "Company" has the meaning set forth in 12 USC 1841 (b) and includes a bank
13holding company.
AB554,13,1414 (g) "Control" shall be interpreted consistently with 12 USC 1841 (a).
AB554,13,1515 (h) "Deposit" has the meaning set forth in 12 USC 1813 (l).
AB554,13,1716 (i) "Depository institution" means any insured depository institution under 12
17USC 1813
(c) (2) and (3).
AB554,13,2018 (j) "Foreign bank holding company" means a bank holding company that is
19organized under the laws of a country other than the United States or any territory
20or possession of the United States.
AB554,13,2321 (k) "In-state bank" means a bank that is organized under this chapter, a trust
22company bank organized under ch. 223 or a bank organized under federal law and
23having its principal place of business in this state.
AB554,14,224 (L) "In-state bank holding company" means a bank holding company that has
25its principal place of business in this state or a company that has control of a trust

1company bank organized under ch. 223 and is not controlled by a bank holding
2company other than an in-state bank holding company.
AB554,14,53 (m) "Out-of-state bank holding company" means a bank holding company that
4is not an in-state bank holding company and, unless the context requires otherwise,
5includes a foreign bank holding company.
AB554,14,76 (n) "Principal place of business" of a bank holding company means the state in
7which the total deposits of its bank subsidiaries are the greatest.
AB554,14,98 (p) "State" means any state, territory or other possession of the United States,
9including the District of Columbia.
AB554,14,1010 (q) "Subsidiary" has the meaning set forth in 12 USC 1841 (d).
AB554,14,13 11(3) Approval requirements. (a) Except as otherwise expressly permitted by
12federal law or par. (b), no company may do any of the following without the prior
13approval of the commissioner:
AB554,14,1414 1. Merge or consolidate with an in-state bank holding company.
AB554,14,1515 2. Assume direct or indirect ownership or control of:
AB554,14,18 16a. More than 25% of any class of voting shares of an in-state bank holding
17company or an in-state bank, if the acquiring company is not a bank holding
18company prior to the acquisition.
AB554,14,2119 b. More than 5% of any class of voting shares of an in-state bank holding
20company or an in-state bank, if the acquiring company is a bank holding company
21prior to the acquisition.
AB554,14,2322 c. All or substantially all of the assets of an in-state bank holding company or
23an in-state bank.
AB554,14,2524 3. Take other action that results in the direct or indirect acquisition of control
25of an in-state bank holding company or an in-state bank.
AB554,15,2
1(b) The approval of the commissioner is not needed under par. (a) in any of the
2following transactions:
AB554,15,4 31. A transaction arranged by the commissioner or a bank supervisory agency
4to prevent the insolvency or closing of the acquired bank.
AB554,15,7 52. A transaction in which a bank forms its own bank holding company, if the
6ownership rights of the former bank shareholders are substantially similar to those
7of the shareholders of the new bank holding company.
AB554,15,118 (c) In a transaction under par. (b) in which the commissioner's approval is not
9required, the parties shall give written notice to the commissioner at least 15 days
10before the effective date of the acquisition, unless a shorter period of notice is
11required under applicable federal law.
AB554,15,13 12(4) Required application. A company that requires the commissioner's
13approval under sub. (3) (a) shall do all of the following:
AB554,15,1514 (a) File with the commissioner an application in the form that the
15commissioner requires.
AB554,15,1616 (b) Pay to the commissioner an application fee of $5,000.
AB554,15,1917 (c) Reimburse the commissioner for all actual costs incurred by the
18commissioner in making an investigation related to the application under par. (a)
19and in holding any hearing on the application.
AB554,15,2220 (d) Cause to be published a class 3 notice, under ch. 985, in the form prescribed
21by the commissioner, in the official state newspaper, of the application under par. (a)
22and of the opportunity for a hearing under sub. (5).
AB554,15,2423 (e) File with the commissioner a proof of publication of the notice under par. (d),
24upon completion of the publication of the notice.
AB554,16,3
1(f) If the applicant is an out-of-state bank holding company, submit to the
2commissioner, with the application, proof that the applicant has complied with or is
3exempted from the requirements of subch. XV of ch. 180.
AB554,16,8 4(5) Hearing. (a) Except as provided in par. (b), the commissioner shall hold
5a hearing on the application under sub. (4) (a) if at least 25 residents of this state
6petition for a hearing within 30 days of the notice under sub. (4) (d) or if the
7commissioner on his or her own motion calls for a hearing within 30 days of the notice
8under sub. (4) (d).
AB554,16,119 (b) No hearing is required under this section if the commissioner finds that an
10emergency exists and that the proposed acquisition is necessary and appropriate to
11prevent the probable failure of an in-state bank.
AB554,16,13 12(6) Standards for disapproval. The commissioner may disapprove a
13transaction under sub. (3) (a) if the commissioner finds any of the following:
AB554,16,1714 (a) Considering the financial and managerial resources and future prospects
15of the applicant and of the in-state bank or in-state bank holding company, the
16transaction would be contrary to the best interests of the shareholders or customers
17of the in-state bank or in-state bank holding company.
AB554,16,2118 (b) The action would be detrimental to the safety and soundness of the
19applicant or of the in-state bank or in-state bank holding company, or to the safety
20and soundness of a subsidiary or affiliate of the applicant, the in-state bank or the
21in-state bank holding company.
AB554,17,222 (c) Because the applicant or its executive officers, directors or principal
23shareholders have not established a record of sound performance, efficient
24management, financial responsibility and integrity, the action would be contrary to
25the best interests of the depositors, other customers, creditors or shareholders of the

1applicant or of the in-state bank or in-state bank holding company or contrary to the
2best interests of the public.
AB554,17,63 (d) The applicant has received a rating of "needs to improve record of meeting
4community credit needs" under 12 USC 2906 (b) (2) (C) or "substantial
5noncompliance in meeting community credit needs" under 12 USC 2906 (b) (2) (D)
6by the bank supervisory agency.
AB554,17,107 (f) The applicant has failed to enter into an agreement prepared by the
8commissioner to comply with the laws and rules of this state regulating consumer
9credit finance charges and other charges and related disclosure requirements, except
10to the extent preempted by federal law or regulation.
AB554,17,1211 (g) The applicant fails to meet any other standards established by rule of the
12commissioner.
AB554,17,18 13(8) Age requirement. (a) Except as provided in pars. (b) and (c), the
14commissioner may not approve an application by an out-of-state bank holding
15company under sub. (3) (a) unless the in-state bank to be acquired, or all in-state
16bank subsidiaries of the in-state bank holding company to be acquired, have as of
17the proposed date of acquisition been in existence and in continuous operation for at
18least 5 years.
AB554,17,2319 (b) The commissioner may approve an application for an acquisition of an
20in-state bank holding company that owns one or more in-state banks that have been
21in existence for less than 5 years, if the out-of-state bank holding company divests
22itself of those in-state banks within 2 years after the date of acquisition of the
23in-state bank holding company by the out-of-state bank holding company.
AB554,18,324 (c) Paragraphs (a) and (b) do not apply to an in-state bank that is the surviving
25bank of a merger with an in-state bank that had been in existence and continuous

1operation for at least 5 years at the time of the merger or would have been in existence
2and in continuous operation for at least 5 years as of the proposed date of acquisition,
3it the merger had not taken place.
AB554,18,6 4(9) Reports. Each bank holding company that controls an in-state bank or an
5in-state bank holding company shall submit to the commissioner reports under s.
6221.56.
AB554,18,8 7(10) Penalties. The commissioner may enforce the provisions of this section
8pursuant to s. 220.04 (9).
AB554, s. 21 9Section 21. 221.59 (2) (e) of the statutes, as created by 1995 Wisconsin Act ....
10this act), is repealed.
AB554, s. 22 11Section 22. 221.59 (3) (a) (intro.) of the statutes, as created by 1995 Wisconsin
12Act .... (this act), is amended to read:
AB554,18,1513 221.59 (3) (a) (intro.) Except as otherwise expressly permitted by federal law
14or par. (b), no company may do any of the following without the prior approval of the
15commissioner division:
AB554, s. 23 16Section 23. 221.59 (3) (b) (intro.) of the statutes, as created by 1995 Wisconsin
17Act .... (this act), is amended to read:
AB554,18,1918 221.59 (3) (b) (intro.) The approval of the commissioner division is not needed
19under par. (a) in any of the following transactions:
AB554, s. 24 20Section 24. 221.59 (3) (b) 1. of the statutes, as created by 1995 Wisconsin Act
21.... (this act), is amended to read:
AB554,18,23 22221.59 (3) (b) 1. A transaction arranged by the commissioner division or a bank
23supervisory agency to prevent the insolvency or closing of the acquired bank.
AB554, s. 25 24Section 25. 221.59 (3) (c) of the statutes, as created by 1995 Wisconsin Act ....
25(this act), is amended to read:
AB554,19,4
1221.59 (3) (c) In a transaction under par. (b) in which the commissioner's
2division's approval is not required, the parties shall give written notice to the
3commissioner division at least 15 days before the effective date of the acquisition,
4unless a shorter period of notice is required under applicable federal law.
AB554, s. 26 5Section 26. 221.59 (4) of the statutes, as created by 1995 Wisconsin Act .... (this
6act), is amended to read:
AB554,19,87 221.59 (4) Required application. A company that requires the commissioner's
8division's approval under sub. (3) (a) shall do all of the following:
AB554,19,109 (a) File with the commissioner division an application in the form that the
10commissioner division requires.
AB554,19,1111 (b) Pay to the commissioner division an application fee of $5,000.
AB554,19,1412 (c) Reimburse the commissioner division for all actual costs incurred by the
13commissioner division in making an investigation related to the application under
14par. (a) and in holding any hearing on the application.
AB554,19,1715 (d) Cause to be published a class 3 notice, under ch. 985, in the form prescribed
16by the commissioner division, in the official state newspaper, of the application under
17par. (a) and of the opportunity for a hearing under sub. (5).
AB554,19,1918 (e) File with the commissioner division a proof of publication of the notice under
19par. (d), upon completion of the publication of the notice.
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