AB133-ASA1-AA2,381,1615 218.01 (2c) (cm) 2. A factory from holding an ownership interest in a
16dealership, if all of the following apply:
AB133-ASA1-AA2,381,1817 a. The dealer operator of the dealership is an individual who is not an agent
18of the factory.
AB133-ASA1-AA2,381,2219 b. The dealer operator of the dealership is unable to acquire full ownership of
20the dealership with his or her own assets or in conjunction with financial
21investments and loans from investors or lenders other than the factory holding an
22ownership interest in the dealership.
AB133-ASA1-AA2,381,2523 c. The dealer operator of the dealership holds not less than 15 percent of the
24total ownership interests in the dealership within one year from the date that the
25factory initially acquires any ownership interest in the dealership.
AB133-ASA1-AA2,382,6
1d. There is a bona fide written agreement in effect between the factory and the
2dealer operator of the dealership under which the dealer operator will acquire all of
3the ownership interest in the dealership held by the factory on reasonable terms
4specified in the agreement and that grants the dealer operator the right to acquire
5all of the ownership interest in the dealership held by the factory not later than five
6years after the effective date of the agreement.
AB133-ASA1-AA2,382,137 e. The written agreement described in subd. 2. d. does not unreasonably restrict
8the source of funds used by the dealer operator to acquire ownership interest in the
9dealership held by the factory. A restriction that requires the dealer operator to use
10only funds that are received in the form of salaries, bonuses, dividends or other
11payments to him or her as the dealer operator, or as the holder of an ownership
12interest in the dealership, to acquire the factory's ownership interest in the
13dealership is considered unreasonable.
AB133-ASA1-AA2,382,1714 f. The written agreement described in subd. 2. d. provides that the dealer
15operator will make reasonable progress toward acquiring all of the ownership
16interest in the dealership, and the dealer is making reasonable progress toward
17acquiring all of the ownership interest in the dealership.
AB133-ASA1-AA2,382,2318 g. Not more than eight years have elapsed since the factory initially acquired
19its ownership interest in the dealership, unless the department, upon petition by the
20dealer operator, determines that there is good cause to allow the dealer operator a
21longer period to complete his or her acquisition of all of the ownership interest in the
22dealership held by the factory and the longer period determined by the department
23has not yet elapsed.
AB133-ASA1-AA2,383,424 h. If the factory owns the real property at which the dealership is located, the
25written agreement described in subd. 2. d. provides the dealer operator with the right

1to purchase the real property from the factory for its fair market value at the time
2that the dealer completes his or her acquisition of the factory's ownership interest
3in the dealership and there is no obligation by the dealer operator to lease the real
4property to the factory after the dealer operator purchase the real property.
AB133-ASA1-AA2, s. 2342bw 5Section 2342bw. 218.01 (3x) (d) 1. of the statutes is repealed.".
AB133-ASA1-AA2,383,6 6893. Page 1193, line 3: after that line insert:
AB133-ASA1-AA2,383,7 7" Section 2345e. 221.0901 (3) (a) 1. of the statutes is amended to read:
AB133-ASA1-AA2,383,98 221.0901 (3) (a) 1. Merge or consolidate with an in-state bank holding company
9or an in-state bank.
AB133-ASA1-AA2, s. 2245m 10Section 2245m. 221.0901 (8) (a) of the statutes is amended to read:
AB133-ASA1-AA2,383,1711 221.0901 (8) (a) Except as provided in pars. (b) and (c), the division may not
12approve an application by an out-of-state bank holding company under sub. (3) (a),
13other than an application by an in-state bank or an in-state bank holding company,

14unless the in-state bank to be acquired, or all every in-state bank subsidiaries
15subsidiary of the in-state bank holding company to be acquired, have as of the
16proposed date of acquisition
has been in existence and in continuous operation for
17at least 5 years as of the proposed date of acquisition.
AB133-ASA1-AA2, s. 2245p 18Section 2245p. 221.0901 (8) (b) of the statutes is amended to read:
AB133-ASA1-AA2,384,219 221.0901 (8) (b) The division may approve an application for an acquisition of
20an in-state bank holding company that owns one or more in-state banks that have
21been in existence for less than 5 years, if the out-of-state bank holding company
22applicant divests itself of those in-state banks within 2 years after the date of the
23applicant's
acquisition of the in-state bank holding company by the out-of-state

1bank holding company
. This paragraph does not apply to an application by an
2in-state bank or an in-state bank holding company
.".
AB133-ASA1-AA2,384,3 3894. Page 1193, line 3: after that line insert:
AB133-ASA1-AA2,384,4 4" Section 2343a. 220.04 (9) (a) 2. of the statutes is amended to read:
AB133-ASA1-AA2,384,75 220.04 (9) (a) 2. "Regulated entity" means a bank, universal bank, trust
6company bank and any other entity which is described in s. 220.02 (2) or 221.0526
7as under the supervision and control of the division.
AB133-ASA1-AA2, s. 2344a 8Section 2344a. 221.0303 (2) of the statutes is amended to read:
AB133-ASA1-AA2,385,29 221.0303 (2) Operation and acquisition of customer bank communications
10terminals.
A bank may, directly or indirectly, acquire, place and operate, or
11participate in the acquisition, placement and operation of, at locations other than its
12main or branch offices, customer bank communications terminals, in accordance
13with rules established by the division. The rules of the division shall provide that
14any such customer bank communications terminal shall be available for use, on a
15nondiscriminatory basis, by any state or national bank and by all customers
16designated by a bank using the terminal. This subsection does not authorize a bank
17which has its principal place of business outside this state to conduct banking
18business in this state. The customer bank communications terminals also shall be
19available for use, on a nondiscriminatory basis, by any credit union, savings and loan
20association or savings bank, if the credit union, savings and loan association or
21savings bank requests to share its use, subject to rules jointly established by the
22division of banking, the office of credit unions and the division of savings and loan
23institutions. The division by order may authorize the installation and operation of

1a customer bank communications terminal in a mobile facility, after notice and
2hearing upon the proposed service stops of the mobile facility.
AB133-ASA1-AA2, s. 2345a 3Section 2345a. 221.0321 (5) of the statutes is amended to read:
AB133-ASA1-AA2,385,124 221.0321 (5) Certain secured loans. A bank may make loans secured by
5assignment or transfer of stock certificates or other evidence of the borrower's
6ownership interest in a corporation formed for the cooperative ownership of real
7estate. Sections 846.10 and 846.101, as they apply to a foreclosure of a mortgage
8involving a one-family residence, apply to a proceeding to enforce the lender's rights
9in security given for a loan under this subsection. The division shall promulgate joint
10rules with the office of credit unions and the division of savings and loan institutions
11that establish procedures for enforcing a lender's rights in security given for a loan
12under this subsection.
AB133-ASA1-AA2, s. 2346 13Section 2346. Chapter 222 of the statutes is created to read:
AB133-ASA1-AA2,385,1514 CHAPTER 222
15 UNIVERSAL BANKS
AB133-ASA1-AA2,385,1716 Subchapter I
17 General Provisions
AB133-ASA1-AA2,385,19 18222.0101 Title. This chapter may be cited as the "Wisconsin universal bank
19law".
AB133-ASA1-AA2,385,20 20222.0102 Definitions. In this chapter:
AB133-ASA1-AA2,385,21 21(1) "Adequately capitalized" has the meaning given in 12 USC 1831o (b) (1) (B).
AB133-ASA1-AA2,385,24 22(2) "Capital" of a universal bank means the sum of the following, less the
23amount of intangible assets that is not considered to be qualifying capital by a deposit
24insurance corporation or the division:
AB133-ASA1-AA2,386,5
1(a) For a universal bank organized as a stock organization, the universal bank's
2capital stock, preferred stock, undivided profits, surplus, outstanding notes and
3debentures approved by the division, other forms of capital designated as capital by
4the division and other forms of capital considered to be qualifying capital of the
5universal bank by a deposit insurance corporation.
AB133-ASA1-AA2,386,106 (b) For a universal bank organized as a mutual organization, the universal
7bank's net worth, undivided profits, surplus, outstanding notes and debentures
8approved by the division, other forms of capital designated as capital by the division
9and other forms of capital considered to be qualifying capital by a deposit insurance
10corporation.
AB133-ASA1-AA2,386,14 11(3) "Deposit insurance corporation" means the Federal Deposit Insurance
12Corporation or other instrumentality of, or corporation chartered by, the United
13States that insures deposits of financial institutions and that is supported by the full
14faith and credit of the U.S. government as stated in a congressional resolution.
AB133-ASA1-AA2,386,15 15(4) "Division" means the division of banking.
AB133-ASA1-AA2,386,18 16(5) "Financial institution" means a state savings bank organized under ch. 214,
17state savings and loan association organized under ch. 215 or a state bank chartered
18under ch. 221.
AB133-ASA1-AA2,386,20 19(6) "Universal bank" means a financial institution that has been issued a
20certificate of authority under s. 222.0205.
AB133-ASA1-AA2,386,21 21(7) "Well-capitalized" has the meaning given in 12 USC 1831o (b) (1) (A).
AB133-ASA1-AA2,387,2 22222.0103 Applicability. (1) Savings banks. A universal bank that is a savings
23bank organized under ch. 214 remains subject to all of the requirements, duties and
24liabilities, and may exercise all of the powers, of a savings bank, except that in the

1event of a conflict between this chapter and those requirements, duties, liabilities or
2powers, this chapter shall control.
AB133-ASA1-AA2,387,7 3(2) Savings and loan associations. A universal bank that is a savings and loan
4association organized under ch. 215 remains subject to all of the requirements,
5duties and liabilities, and may exercise all of the powers, of a savings and loan
6association, except that, in the event of a conflict between this chapter and those
7requirements, duties, liabilities or powers, this chapter shall control.
AB133-ASA1-AA2,387,11 8(3) Banks. A universal bank that is a bank chartered under ch. 221 remains
9subject to all of the requirements, duties and liabilities, and may exercise all of the
10powers, of a bank, except that, in the event of a conflict between this chapter and
11these requirements, duties, liabilities or powers, this chapter shall control.
AB133-ASA1-AA2,387,14 12222.0105 Fees. The division may establish such fees as it determines are
13appropriate for documents filed with the division under this chapter and for services
14provided by the division under this chapter.
AB133-ASA1-AA2,387,16 15222.0107 Administration. (1) Powers of division. The division shall
16administer this chapter for all universal banks.
AB133-ASA1-AA2,387,21 17(2) Rule-making authority. The division may promulgate rules to administer
18and carry out this chapter. The division may establish additional limits or
19requirements on universal banks, if the division determines that the limits or
20requirements are necessary for the protection of depositors, members, investors or
21the public.
AB133-ASA1-AA2,387,2322 SUBCHAPTER II
23 Certification
AB133-ASA1-AA2,388,3 24222.0201 Procedure. (1) Application. A financial institution may apply to
25become certified as a universal bank by filing a written application with the division.

1The application shall include such information as the division may require. The
2application shall be on such forms and in accordance with such procedures as the
3division may prescribe.
AB133-ASA1-AA2,388,7 4(2) Review by division. An application submitted to the division shall either
5be approved or disapproved by the division in writing within 60 days after its
6submission to the division. The division and the financial institution may mutually
7agree to extend the application period for an additional period of 60 days.
AB133-ASA1-AA2,388,10 8222.0203 Eligibility. (1) Requirements. The division shall approve an
9application for certification as a universal bank, if the applying financial institution
10meets all of the following requirements:
AB133-ASA1-AA2,388,1311 (a) The financial institution is chartered or organized, and regulated, under ch.
12214, 215 or 221 and has been in existence and continuous operation for a minimum
13of 3 years prior to the date of the application.
AB133-ASA1-AA2,388,1414 (b) The financial institution is well-capitalized or adequately capitalized.
AB133-ASA1-AA2,388,1915 (c) The financial institution does not exhibit a combination of financial,
16managerial, operational and compliance weaknesses that is moderately severe or
17unsatisfactory, as determined by the division based upon the division's assessment
18of the financial institution's capital adequacy, asset quality, management capability,
19earnings quantity and quality, adequacy of liquidity, and sensitivity to market risk.
AB133-ASA1-AA2,388,2320 (d) During the 12-month period prior to the application, the financial
21institution has not been the subject of an enforcement action and there is no
22enforcement action pending against the financial institution by any state or federal
23financial institution regulatory agency, including the division.
AB133-ASA1-AA2,389,3
1(2) Failure to maintain compliance. For any period during which a universal
2bank fails to meet the requirements under sub. (1), the division may by order limit
3or restrict the exercise of the powers of the universal bank under this chapter.
AB133-ASA1-AA2,389,7 4222.0205 Certificate of authority. Upon approval of the application under
5s. 222.0201 for certification as a universal bank, the division shall issue to the
6applicant a certificate of authority stating that the financial institution is certified
7as a universal bank under this chapter.
AB133-ASA1-AA2,389,14 8222.0207 Decertification. A financial institution that is certified as a
9universal bank under this chapter may elect to terminate its certification upon 60
10days' prior written notice to the division and written approval of the division. The
11financial institution shall, as a condition to the termination, terminate its exercise
12of all powers granted under this chapter prior to the termination of the certification.
13Written approval of the termination by the division is void if the financial institution
14fails to satisfy the precondition to termination under this section.
AB133-ASA1-AA2,389,1615 SUBCHAPTER III
16 ORGANIZATION
AB133-ASA1-AA2,389,21 17222.0301 Articles of incorporation and bylaws. A universal bank shall
18continue to operate under its articles of incorporation and bylaws as in effect prior
19to certification as a universal bank or as such articles or bylaws may be subsequently
20amended in accordance with the provisions of the chapter under which the universal
21bank was organized or chartered.
AB133-ASA1-AA2,390,3 22222.0303 Name. (1) Use of "bank". Notwithstanding ss. 214.035, 215.40 (1)
23and 215.60 (1) and subject to subs. (2) and (4), a universal bank may use the word
24"bank" in its name, without having to include the word "savings". Notwithstanding
25ss. 215.40 (1) and 215.60 (1) and subject to subs. (2) and (4), a universal bank that

1is organized under ch. 215 and that uses the word "bank" in its name in accordance
2with this section need not include the words "savings and loan association" or
3"savings association" in its name.
AB133-ASA1-AA2,390,6 4(2) Distinguishability. Except as provided in subs. (3) and (4), the name of the
5universal bank shall be distinguishable upon the records of the division from all of
6the following names:
AB133-ASA1-AA2,390,87 (a) The name of any other financial institution organized under the laws of this
8state.
AB133-ASA1-AA2,390,109 (b) The name of a national bank or foreign bank authorized to transact business
10in this state.
AB133-ASA1-AA2,390,1411 (3) Exceptions. A universal bank may apply to the division for authority to use
12a name that does not meet the requirement under sub. (2). The division may
13authorize the use of the name if any of the conditions under s. 221.0403 (2) (a) or (b)
14is met.
AB133-ASA1-AA2,390,17 15(4) Use of same name. A universal bank may use a name that is used in this
16state by another financial institution or by an institution authorized to transact
17business in this state, if the universal bank has done any of the following:
AB133-ASA1-AA2,390,1818 (a) Merged with the other institution.
AB133-ASA1-AA2,390,1919 (b) Been formed by reorganization of the other institution.
AB133-ASA1-AA2,390,2120 (c) Acquired all or substantially all of the assets, including the name, of the
21other institution.
AB133-ASA1-AA2,390,24 22222.0305 Capital and assets. (1) Capital requirements. Notwithstanding
23subch. VI of ch. 214 and ss. 215.24 and 221.0205, the division shall determine the
24minimum capital requirements of universal banks.
AB133-ASA1-AA2,391,2
1(2) Certain asset requirements. Section 214.045 does not apply to universal
2banks.
AB133-ASA1-AA2,391,9 3222.0307 Acquisitions, mergers and asset purchases. (1) In general. A
4universal bank may, with the approval of the division, purchase the assets of, merge
5with, acquire or be acquired by any other financial institution, universal bank,
6national bank, federally chartered savings bank or savings and loan association, or
7by a holding company of any of these entities. Notwithstanding subch. III of ch. 214
8and ss. 214.09 and 215.36, the approval of the division of savings institutions is not
9required.
AB133-ASA1-AA2,391,13 10(2) Applications for approval. An application for approval under sub. (1) shall
11be submitted on a form prescribed by the division and accompanied by a fee
12determined by the division. In processing and acting on applications under this
13section the division shall apply the following standards:
AB133-ASA1-AA2,391,1514 (a) For universal banks organized under ch. 214, ss. 214.09, 214.62 to 214.64
15and 214.665 and subch. III of ch. 214.
AB133-ASA1-AA2,391,1716 (b) For universal banks organized under ch. 215, ss. 215.35, 215.36, 215.53 and
17215.73.
AB133-ASA1-AA2,391,1818 (c) For universal banks chartered under ch. 221, subchs. VII and IX of ch. 221.
AB133-ASA1-AA2,391,2019 SUBCHAPTER IV
20 POWERS
AB133-ASA1-AA2,391,25 21222.0401 Federal financial institution powers. (1) In general. Subject
22to the limitations in this section, universal banks may exercise all powers that may
23be exercised, directly or indirectly through a subsidiary, by a federally chartered
24savings bank, a federally chartered savings and loan association, a federally
25chartered national bank or by an affiliate of such an institution.
AB133-ASA1-AA2,392,3
1(2) Required notification for exercise of a federal power. A universal bank
2shall give 60 days' prior written notice to the division of the universal bank's
3intention to exercise a power under this section.
AB133-ASA1-AA2,392,7 4(3) Exercise of federal powers through a subsidiary. The division may
5require that certain powers exercisable by universal banks under this section be
6exercised through a subsidiary of the universal bank with appropriate safeguards to
7limit the risk exposure of the universal bank.
AB133-ASA1-AA2,392,10 8222.0403 Loan powers. (1) Permitted purposes. A universal bank may
9make, sell, purchase, arrange, participate in, invest in or otherwise deal in loans or
10extensions of credit for any purpose.
AB133-ASA1-AA2,392,16 11(2) In general. Except as provided in subs. (3) to (8), the total liabilities of any
12person, other than a municipal corporation, to a universal bank for a loan or
13extension of credit may not exceed 20% of the capital of the universal bank at any
14time. In determining compliance with this section, liabilities of a partnership
15includes the liabilities of the general partners, computed individually as to each
16general partner on the basis of his or her direct liability.
AB133-ASA1-AA2,392,19 17(3) Certain secured liabilities. The percentage limitation under sub. (2) is
1850% of the universal bank's capital, if the liabilities under sub. (2) are limited to the
19following types of liabilities:
AB133-ASA1-AA2,392,2320 (a) Warehouse receipts. A liability secured by warehouse receipts issued by
21warehouse keepers who are licensed and bonded in this state under ss. 99.02 and
2299.03 or under the federal Bonded Warehouse Act or who hold a registration
23certificate under ch. 127, if all of the following requirements are met:
AB133-ASA1-AA2,392,2424 1. The receipts cover readily marketable nonperishable staples.
AB133-ASA1-AA2,392,2525 2. The staples are insured, if it is customary to insure the staples.
AB133-ASA1-AA2,393,2
13. The market value of the staples is not, at any time, less than 140% of the face
2amount of the obligation.
AB133-ASA1-AA2,393,43 (b) Certain bonds or notes. A liability in the form of a note or bond that meets
4any of the following qualifications:
AB133-ASA1-AA2,393,75 1. The note or bond is secured by not less than a like amount of bonds or notes
6of the United States issued since April 24, 1917, or certificates of indebtedness of the
7United States.
AB133-ASA1-AA2,393,128 2. The note or bond is secured or covered by guarantees or by commitments or
9agreements to take over, or to purchase, the bonds or notes, and the guarantee,
10commitment or agreement is made by a federal reserve bank, the federal small
11business administration, the federal department of defense or the federal maritime
12commission.
AB133-ASA1-AA2,393,1413 3. The note or bond is secured by mortgages or trust deeds insured by the
14federal housing administration.
AB133-ASA1-AA2,393,16 15(4) Obligations of local governmental units. (a) Definition. In this
16subsection, "local governmental unit" has the meaning given in s. 16.97 (7).
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