CS/HB 1121

1	A bill to be entitled
2	An act relating to financial institutions; amending s.
3	655.005, F.S.; revising definitions relating to the
4	financial institutions codes; amending s. 655.013, F.S.;
5	updating a reference; creating s. 655.03855, F.S.;
6	authorizing the office to appoint provisional directors or
7	executive officers; specifying the rights, qualifications,
8	and reporting requirements of such directors and officers;
9	clarifying the liability of such directors and officers
10	and of the office; amending s. 655.044, F.S.; specifying
11	which accounting principles must be followed by financial
12	institutions; amending s. 655.045, F.S.; authorizing the
13	office to conduct additional examinations of financial
14	institutions if warranted; providing for the use of
15	certain examination methods; amending s. 655.41, F.S.;
16	revising definitions to conform provisions to changes made
17	by the act; amending s. 655.411, F.S.; revising the
18	criteria for approval of a financial entity's plan of
19	conversion; amending s. 655.414, F.S.; providing for the
20	transfer of assets from a federally chartered or out-of-
21	state chartered institution; amending ss. 655.416,
22	655.417, and 655.418, F.S.; conforming provisions to
23	changes made by the act; amending s. 655.4185, F.S.;
24	revising provisions relating to emergency actions that may
25	be taken for a failing financial institution; authorizing
26	the office to provide prior approval for the chartering of
27	an entity acquiring control of a failing institution;
28	amending s. 655.419, F.S.; deleting a provision relating
29	to actions conducted outside this state; amending s.
30	655.947, F.S.; conforming a cross-reference; amending s.
31	657.038, F.S.; specifying the loan factors that must be
32	considered when computing a person's total obligations for
33	purposes of extending credit; amending s. 657.042, F.S.;
34	revising criteria that limit a credit union's investment
35	of funds; requiring a credit union to establish policies
36	and procedures for evaluating risk; amending ss. 657.063
37	and 657.064, F.S.; conforming cross-references; amending
38	s. 658.12, F.S.; revising the definition of "banker's
39	bank"; conforming a cross-reference; deleting a provision
40	relating to the application of definitions in the
41	financial institutions codes; amending s. 658.165, F.S.;
42	revising provisions relating to banker's banks; specifying
43	the type of business that such bank may do with entities
44	or individuals that are not banks; revising provisions
45	relating to the services a banker's bank may provide to
46	financial institutions in organization; repealing s.
47	658.20(3), F.S., relating to applications for prior
48	approval of officers or directors; amending s. 658.28,
49	F.S.; providing additional limitations on acquiring or
50	controlling another bank; repealing s. 658.295, F.S.,
51	relating to the Florida Interstate Banking Act; amending
52	s. 658.2953, F.S.; revising and updating provisions
53	relating to Florida bank mergers with out-of-state banks;
54	deleting legislative intent; repealing s. 658.296, F.S.,
55	relating to the control of deposit-taking institutions;
56	amending s. 658.36, F.S.; authorizing the office to
57	approve a special stock offering plan under certain
58	circumstances; amending s. 658.41, F.S.; clarifying that
59	state laws do not restrict the right of a state bank or
60	trust company to merge with an out-of-state bank; amending
61	s. 658.48, F.S.; revising provisions relating to bank
62	loans; specifying the process for computing the
63	liabilities of a person seeking a loan; amending s.
64	658.53, F.S.; deleting a provision providing that unpaid
65	proceeds of sales are used to evaluate the adequacy of a
66	bank's capital; repealing ss. 658.65, 665.013(33), and
67	667.003(35), F.S., relating to remote financial service
68	units; amending s. 658.67, F.S.; updating provisions
69	relating to the investment powers of a bank or trust
70	company; requiring banks and trust companies to establish
71	procedures for evaluating risk; amending ss. 288.772,
72	288.99, 440.12, 440.20, 445.051, 489.503, 501.005,
73	501.165, 624.605, 626.321, 626.730, and 626.9885, F.S.;
74	conforming cross-references; providing an effective date.
75
76	Be It Enacted by the Legislature of the State of Florida:
77
78	Section 1.  Section 655.005, Florida Statutes, is reordered
79	and amended to read:
80	655.005  Definitions.-
81	(1)  As used in the financial institutions codes, unless
82	the context otherwise requires, the term:
83	(a)  "Affiliate" means a holding company of a any financial
84	institution established holding company pursuant to state or
85	federal law, a or any subsidiary or service corporation of such
86	a holding company, or a subsidiary or service corporation of a
87	financial institution.
88	(b)  "Appropriate federal regulatory agency" means the
89	federal financial institution regulatory agency that has granted
90	federal statutory authority over a financial institution.
91	(c)  "Bank holding company" means a business organization
92	that is a bank holding company under the Bank Holding Company
93	Act of 1956, as amended, 12 U.S.C. ss. 1841 et seq., or is
94	otherwise determined or authorized by the office to be a holding
95	company of a financial institution pursuant to ss. 658.27-
96	658.285.
97	(d)(c)  "Capital accounts" means the aggregate value of
98	unimpaired capital stock based on the par value of the shares,
99	plus any unimpaired surplus, and undivided profits or retained
100	earnings of a financial institution. For the purposes of
101	determining insolvency or imminent insolvency, the term does not
102	include allowances for loan or lease loss reserves, intangible
103	assets, subordinated debt, deferred tax assets, or similar
104	assets.
105	(e)(d)  "Capital stock" means the aggregate of shares of
106	stock issued to create nonwithdrawable capital issued.
107	(f)(e)  "Commission" means the Financial Services
108	Commission.
109	(h)(f)  "Executive officer" means an individual, whether or
110	not the individual has an official title or receives a salary or
111	other compensation, who participates or has authority to
112	participate, other than in the capacity of a director, in the
113	major policymaking functions of a the financial institution.;
114	The term does not include an individual who may have an official
115	title and may exercise discretion in the performance of duties
116	and functions, including discretion in the making of loans, but
117	who does not participate in the determination of major policies
118	of the financial institution and whose decisions are limited by
119	policy standards established by other officers other than such
120	individual, whether or not the such policy standards have been
121	adopted by the board of directors. The chair of the board of
122	directors, the president, the chief executive officer, the chief
123	financial officer, the senior loan officer, and every executive
124	vice president of a financial institution, and the senior trust
125	officer of a trust company, are presumed to be executive
126	officers unless any such officer is excluded, by resolution of
127	the board of directors or by the bylaws of the financial
128	institution, from participating, other than in the capacity of a
129	director, in major policymaking functions of the financial
130	institution and the individual holding such office so excluded
131	does not actually participate therein.
132	(i)(g)  "Federal financial institution" means a federally
133	or nationally chartered or organized financial institution.
134	(j)(h)  "Financial institution" means a state or federal
135	savings or thrift association, bank, savings bank, trust
136	company, international bank agency, international banking
137	corporation, international branch, international representative
138	office, international administrative office, international trust
139	company representative office, or credit union, or an agreement
140	corporation operating pursuant to s. 25 of the Federal Reserve
141	Act, 12 U.S.C. ss. 601 et seq. or Edge Act corporation organized
142	pursuant to s. 25(a) of the Federal Reserve Act, 12 U.S.C. ss.
143	611 et seq.
144	(k)(i)  "Financial institution-affiliated party" means:
145	1.  A Any director, officer, employee, or controlling
146	stockholder, (other than a financial institution holding
147	company,) of, or agent for, a financial institution, subsidiary,
148	or service corporation;
149	2.  Any other person who has filed or is required to file a
150	change-of-control notice with the appropriate state or federal
151	regulatory agency;
152	3.  A Any stockholder, (other than a financial institution
153	holding company), a any joint venture partner, or any other
154	person as determined by the office who participates in the
155	conduct of the affairs of a financial institution, subsidiary,
156	or service corporation; or
157	4.  An Any independent contractor, (including an any
158	attorney, appraiser, consultant, or accountant,) who knowingly
159	or recklessly participates in:
160	a.  A Any violation of any law or regulation;
161	b.  A Any breach of fiduciary duty; or
162	c.  An Any unsafe and unsound practice,
163
164	which caused or is likely to cause more than a minimal financial
165	loss to, or a significant adverse effect on, the financial
166	institution, subsidiary, or service corporation.
167	(l)(j)  "Financial institutions codes" means:
168	1.  Chapter 655, relating to financial institutions
169	generally;
170	2.  Chapter 657, relating to credit unions;
171	3.  Chapter 658, relating to banks and trust companies;
172	4.  Chapter 660, relating to trust business;
173	5.  Chapter 663, relating to international banking
174	corporations;
175	6.  Chapter 665, relating to associations; and
176	7.  Chapter 667, relating to savings banks.
177	(m)  "Home state" means:
178	1.  The state where a financial institution is chartered.
179	2.  The state where the main office of a federal financial
180	institution is located.
181	3.  The state determined to be the home state of an
182	international banking corporation pursuant to 12 U.S.C. s.
183	3103(c).
184	(n)  "Home state regulator" means, with respect to an out-
185	of-state state financial institution, the financial institution
186	regulatory agency of the state in which the institution is
187	chartered.
188	(o)  "Host state" means a state, other than the home state,
189	in which the financial institution seeks to establish or
190	maintains a branch or nonbranch office.
191	(p)(k)  "Imminently insolvent" means a condition in which a
192	financial institution has total capital accounts, or equity in
193	the case of a credit union, of less than 2 percent of its total
194	assets, after adjustment for apparent losses.
195	(q)(l)  "Insolvent" means a condition in which:
196	1.  The capital accounts, or equity in the case of a credit
197	union, and all assets of a financial institution are
198	insufficient to meet liabilities;
199	2.  The financial institution is unable to meet current
200	obligations as they mature, even though assets may exceed
201	liabilities; or
202	3.  The capital accounts, or equity in the case of a credit
203	union, of a financial institution, or equity in the case of a
204	credit union, are exhausted by losses and no immediate prospect
205	of replacement exists.
206	(r)(m)  "Main office" or "principal office" of a financial
207	institution means the main business office designated or
208	provided for in its the articles of incorporation or bylaws of a
209	financial institution at an such identified location as has been
210	or is hereafter approved by the office of Financial Regulation,
211	in the case of a state financial institution, or by the
212	appropriate federal regulatory agency, in the case of a federal
213	financial institution.; and, With respect to the trust
214	department of a bank or association that has trust powers, the
215	each of these terms mean means the office or place of business
216	of the trust department at an such identified location, which
217	need not be the same location as the main office of the bank or
218	association exclusive of the trust department, as has been or is
219	hereafter approved by the office of Financial Regulation, in the
220	case of a state bank or association that has a trust department,
221	or by the appropriate federal regulatory agency, in the case of
222	a national bank or federal association that has a trust
223	department. The "main office" or "principal office" of a trust
224	company means the office designated or provided for as such in
225	its articles of incorporation, at an such identified location as
226	has been or is hereafter approved by the relevant chartering
227	authority.
228	(t)(n)  "Officer" of a financial institution means an any
229	individual duly elected or appointed to, or otherwise performing
230	the duties and functions appropriate to, any position or office
231	having the designation or title of chair of the board of
232	directors, vice chair of the board of directors, chair of the
233	executive committee, president, vice president, assistant vice
234	president, cashier or assistant cashier, comptroller, assistant
235	comptroller, trust officer, assistant trust officer, secretary
236	or assistant secretary (of a trust company), or any other office
237	or officer designated in, or as provided by, the articles of
238	incorporation or bylaws.
239	(u)  "Out-of-state financial institution" means a financial
240	institution whose home state is a state other than this state.
241	(v)  "Related interest" means, with respect to any person,
242	the person's spouse, partner, sibling, parent, child, or other
243	individual residing in the same household as the person. With
244	respect to any person, the term means a company, partnership,
245	corporation, or other business organization controlled by the
246	person. A person has control if the person:
247	1.  Owns, controls, or has the power to vote 25 percent or
248	more of any class of voting securities of the organization;
249	2.  Controls in any manner the election of a majority of
250	the directors of the organization; or
251	3.  Has the power to exercise a controlling influence over
252	the management or policies of the organization.
253	(w)(o)  "Service corporation" means a corporation that is
254	organized to perform, for two or more financial institutions,
255	services related or incidental to the business of a financial
256	institution and that is wholly or partially owned or controlled
257	by one or more financial institutions.
258	(x)  "State," when used in the context of a state other
259	than this state, means any other state of the United States, the
260	District of Columbia, and any territories of the United States.
261	(y)(p)  "State financial institution" means a state-
262	chartered or state-organized financial institution association,
263	bank, investment company, trust company, international bank
264	agency, international branch, international representative
265	office, international administrative office, international trust
266	company representative office, or credit union.
267	(z)(q)  "Subsidiary" means an any organization that
268	permitted by the office which is controlled by a financial
269	institution or a holding company of a financial institution.
270	(aa)(r)  "Unsafe or unsound practice" means any practice or
271	conduct found by the office to be contrary to generally accepted
272	standards applicable to a the specific financial institution, or
273	a violation of any prior agreement in writing or order of a
274	state or federal regulatory agency, which practice, conduct, or
275	violation creates the likelihood of loss, insolvency, or
276	dissipation of assets or otherwise prejudices the interest of
277	the specific financial institution or its depositors or members.
278	In making this determination, the office must consider the size
279	and condition of the financial institution, the gravity of the
280	violation, and the prior conduct of the person or institution
281	involved.
282	(bb)(s)  "Office" means the Office of Financial Regulation.
283	(cc)(t)  "Debt cancellation products" means loan, lease, or
284	retail installment contract terms, or modifications or addenda
285	to such loan, lease, or retail installment contracts, under
286	which a creditor agrees to cancel or suspend all or part of a
287	customer's obligation to make payments upon the occurrence of
288	specified events and includes, but is not limited to, debt
289	cancellation contracts, debt suspension agreements, and
290	guaranteed asset protection contracts offered by financial
291	institutions, insured depository institutions as defined in 12
292	U.S.C. s. 1813(c), and subsidiaries of such institutions.
293	However, The term "debt cancellation products" does not include
294	title insurance as defined in s. 624.608.
295	(2)  Terms used but not defined in the financial
296	institutions codes, but which are defined in Title XXXIX,
297	entitled Commercial Relations, as enacted in chapters 668
298	through 680, have the meanings ascribed to them in Title XXXIX.
299	(2)  Terms which are defined in the financial institutions
300	codes, unless the context otherwise requires, have the meanings
301	ascribed to them therein.
302	Section 2.  Section 655.013, Florida Statutes, is amended
303	to read:
304	655.013  Effect on existing financial institutions.-The
305	charters of state financial institutions existing on July 1,
306	1992, at the time of the adoption of this act shall continue in
307	full force and effect. However, after that date, all state
308	financial institutions and, to the extent applicable, all
309	financial institutions shall operate hereafter be operated in
310	accordance with the provisions of the financial institutions
311	codes.
312	Section 3.  Section 655.03855, Florida Statutes, is created
313	to read:
314	655.03855  Provisional directors and executive officers.-
315	(1)  If a state financial institution has an insufficient
316	number of directors to meet the minimum requirements of s.
317	657.021 or s. 658.33 for 30 days or longer, there are an
318	insufficient number of executive officers, or the qualifications
319	of the executive officers are insufficient to operate the
320	financial institution in a safe and sound manner, the office may
321	appoint one or more provisional directors or executive officers
322	by order.
323	(2)  A provisional director has all the rights and powers
324	of a duly elected director, including the right to notice of and
325	to vote at meetings of directors. A provisional executive
326	officer has all the rights and powers provided in the financial
327	institution's articles of incorporation or bylaws, or as
328	specified by the office in the appointment order. A provisional
329	director or executive officer must be an impartial person and
330	may not be a shareholder, member, or creditor of the financial
331	institution or its affiliate. Additional qualifications, if any,
332	may be determined by the office consistent with the financial
333	institutions codes. Provisional directors and executive officers
334	shall serve until the provisional director's or executive
335	officer's tenure is ended by order of the office.
336	(3)  A provisional director or executive officer is not
337	liable for any action taken or decision made, except as provided
338	in the financial institutions codes and s. 607.0831. If directed
339	by the office, provisional directors and executive officers must
340	submit reports to the office as to the financial and operating
341	condition of the financial institution and recommendations as to
342	appropriate corrective actions to be taken by the institution.
343	(4)  The office shall allow reasonable compensation, if
344	applicable, to a provisional director or executive officer
345	appointed under this section for services rendered, and
346	reimbursement or direct payment of all reasonable costs and
347	expenses, which shall be paid by the financial institution. The
348	office is not liable for any appointment, action, or decision
349	made pursuant to this section.
350	Section 4.  Subsection (1) of section 655.044, Florida
351	Statutes, is amended to read:
352	655.044  Accounting practices; bad debts ineligible to be
353	carried as assets.-
354	(1)  Except as otherwise provided by law, a state financial
355	institution shall observe United States generally accepted
356	accounting principles and practices. The commission may
357	authorize by rule exceptions to such accounting principles by
358	rule practices as necessary.
359	Section 5.  Subsections (1) and (4) of section 655.045,
360	Florida Statutes, are amended to read:
361	655.045  Examinations, reports, and internal audits;
362	penalty.-
363	(1)(a)  The office shall conduct an examination of the
364	condition of each state financial institution during each 18-
365	month period, beginning July 1, 1981. The office may conduct
366	more frequent examinations based upon the risk profile of the
367	financial institution, prior examination results, or significant
368	changes in the institution or its operations. The office may use
369	continuous, phase, or other flexible scheduling examinations
370	methods for very large or complex state financial institutions
371	and financial institutions owned or controlled by a multi-
372	financial institution holding company. The office shall consider
373	examination guidelines from federal regulatory agencies in order
374	to facilitate, coordinate, and standardize examination
375	processes. The office may accept an examination made by the
376	appropriate federal regulator, insuring or guaranteeing
377	corporation, or agency with respect to the condition of the
378	state financial institution or may make a joint or concurrent
379	examination with the appropriate federal regulator, insuring or
380	guaranteeing corporation, or agency. However, at least once
381	during each 36-month period beginning on July 3, 1992, the
382	office shall conduct an examination of each state financial
383	institution in such a manner as to allow the preparation of a
384	complete examination report not subject to the right of any
385	federal or other non-Florida entity to limit access to the
386	information contained therein.
387	(a)  With respect to, and examination of, the condition of
388	a state institution, the office may accept an examination made
389	by an appropriate federal regulatory agency, or may make a joint
390	or concurrent examination with the federal agency. The office
391	may furnish a copy of all examinations or reviews made of
392	financial institutions or their affiliates to the state or
393	federal agencies participating in the examination,
394	investigation, or review, or as otherwise authorized by s.
395	655.057.
396	(b)  If, as a part of an examination or investigation of a
397	state financial institution, subsidiary, or service corporation,
398	the office has reason to believe that an affiliate is engaged in
399	an unsafe or unsound practice or that the conduct or business
400	operations of an affiliate may have has a negative impact on the
401	state financial institution, subsidiary, or service corporation,
402	then the office may conduct such review such books and records
403	as are reasonably related to the examination or investigation of
404	the affiliate as the office deems necessary. The office may
405	furnish a copy of all examinations or reviews made of such
406	financial institutions or their affiliates to the state or
407	federal financial institution regulators participating in the
408	examination of a bank holding company; an association holding
409	company; or any of their subsidiaries, service corporations, or
410	affiliates; an insuring or guaranteeing corporation or agency or
411	its representatives; or state financial institution regulators
412	participating in the examination of a holding company or its
413	subsidiaries.
414	(c)(b)  The office may recover the costs of examination and
415	supervision of a state financial institution, subsidiary, or
416	service corporation that is determined by the office to be
417	engaged in an unsafe or unsound practice. The office may also
418	recover the costs of any review conducted pursuant to paragraph
419	(b) (a) of any affiliate of a state financial institution
420	determined by the office to have contributed to an unsafe or
421	unsound practice at a state financial institution, subsidiary,
422	or service corporation.
423	(d)(c)  For the purposes of this section, the term "costs"
424	means the salary and travel expenses directly attributable to
425	the field staff examining the state financial institution,
426	subsidiary, or service corporation, and the travel expenses of
427	any supervisory staff required as a result of examination
428	findings. The mailing of any costs incurred under this
429	subsection must be postmarked within not later than 30 days
430	after the date of receipt of a notice stating that such costs
431	are due. The office may levy a late payment of up to $100 per
432	day or part thereof that a payment is overdue, unless it is
433	excused for good cause. However, for intentional late payment of
434	costs, the office may levy an administrative fine of up to
435	$1,000 per day for each day the payment is overdue.
436	(e)(d)  The office may require an audit of a any state
437	financial institution, subsidiary, or service corporation by an
438	independent certified public accountant, or other person
439	approved by the office, if whenever the office, after conducting
440	an examination of the such state financial institution,
441	subsidiary, or service corporation, or after accepting an
442	examination of such state financial institution by an the
443	appropriate state or federal regulatory agency, determines that
444	such an audit is necessary in order to ascertain the condition
445	of the financial institution, subsidiary, or service
446	corporation. The cost of such audit shall be paid by the state
447	financial institution, subsidiary, or state service corporation.
448	(4)  A copy of the report of each examination must be
449	furnished to the entity financial institution examined. Such
450	report of examination shall be presented to the board of
451	directors at its next regular or special meeting.
452	Section 6.  Section 655.41, Florida Statutes, is amended to
453	read:
454	655.41  Cross-industry Conversions, mergers,
455	consolidations, and acquisitions; Definitions used in ss.
456	655.41-655.419.-As used in ss. 655.41-655.419, the term:
457	(1)  "Financial entity" means a financial institution whose
458	an association, bank, credit union, savings bank, Edge Act or
459	agreement corporation, or trust company organized under the laws
460	of this state or organized under the laws of the United States
461	and having its principal office is place of business in this
462	state.
463	(2)  "Capital stock financial institution" means a
464	financial institution that entity which is authorized to issue
465	capital stock.
466	(3)  "Mutual financial institution" means a financial
467	institution that entity which is not authorized to issue stock
468	and the assets of which are owned by its members.
469	Section 7.  Paragraphs (a) and (c) of subsection (1) of
470	section 655.411, Florida Statutes, are amended to read:
471	655.411  Conversion of charter.-
472	(1)  A Any financial entity may apply to the office for
473	permission to convert its charter without changing its a change
474	of business form or convert its charter in order to do business
475	as another type of financial entity in accordance with the
476	following procedures:
477	(a)  The board of directors must approve a plan of
478	conversion by a majority vote of a majority of all the
479	directors. The plan must include a statement of:
480	1.  The type of financial entity which would result if the
481	application were approved and the proposed name under which it
482	would do business.
483	2.  The method and schedule for terminating any activities
484	and disposing of any assets or liabilities that which would not
485	conform to the requirements of applicable to the resulting
486	financial entity.
487	3.  The competitive impact of such change on the financial
488	entity's business plan and operations, including any effect on
489	the availability of particular financial services in the market
490	area served by the financial entity.
491	4.  Such financial data as may be required to determine
492	compliance with the capital, reserve, and liquidity requirements
493	applicable to the resulting financial entity.
494	5.  Such other information as the commission may by rule
495	require.
496	(c)  The office shall approve the plan if it finds that:
497	1.  The resulting financial entity would have an adequate
498	capital structure with regard to its activities and its deposit
499	liabilities.
500	2.  The proposed conversion would not cause a substantially
501	adverse effect on the financial condition of the any financial
502	entity already established in the primary service area.
503	3.  The officers and directors have sufficient experience,
504	ability, and standing to indicate a reasonable promise for the
505	successful operation of the resulting financial entity.
506	4.  The schedule for termination of any nonconforming
507	activities and disposition of any nonconforming assets and
508	liabilities is reasonably prompt, and the plan for such
509	termination and disposition does not include an any unsafe or
510	unsound practice.
511	5.  None of The officers or directors have not has been
512	convicted of, or pled guilty or nolo contendere to, a violation
513	of s. 655.50, relating to the Florida Control of money
514	laundering in financial institutions Act; chapter 896, relating
515	to offenses related to financial transactions; or any similar
516	state or federal law.
517	6.  The resulting financial entity is able to comply with
518	the applicable terms of any regulatory action in effect before
519	the date of the conversion.
520	7.  The current and resulting primary federal regulatory
521	agencies do not object to the proposed conversion.
522
523	If the office disapproves the plan, it shall state its
524	objections and give the financial entity an opportunity to the
525	parties to amend the plan to overcome such objections. The
526	office may deny an application by an any financial entity that
527	which is subject to a cease and desist order or other
528	supervisory restriction or order imposed by a any state or
529	federal supervisory authority, insurer, or guarantor.
530	Section 8.  Section 655.414, Florida Statutes, is amended
531	to read:
532	655.414  Acquisition of assets; assumption of liabilities.-
533	With prior approval of the office and upon such conditions as
534	the commission prescribes by rule, a any financial entity may
535	acquire all or substantially all of the assets of, or assume all
536	or any part of the liabilities of, any other financial
537	institution entity in accordance with the procedures and subject
538	to the following conditions and limitations:
539	(1)  ADOPTION OF A PLAN.-The board of directors of the
540	acquiring or assuming financial entity and the board of
541	directors of the transferring financial institution entity must
542	adopt, by a majority vote, a plan for such acquisition,
543	assumption, or sale on such terms that as are mutually agreed
544	upon. The plan must include:
545	(a)  The names and types of financial institutions entities
546	involved.
547	(b)  A statement setting forth the material terms of the
548	proposed acquisition, assumption, or sale, including the plan
549	for disposition of all assets and liabilities not subject to the
550	plan.
551	(c)  A provision for liquidation, if applicable, of the
552	transferring financial institution entity upon execution of the
553	plan, or a provision setting forth the business plan for the
554	continued operation of each financial institution after the
555	execution of the plan.
556	(d)  A statement that the entire transaction is subject to
557	written approval of the office and approval of the members or
558	stockholders of the transferring financial institution entity.
559	(e)  If a stock financial institution is the transferring
560	financial institution entity and the proposed sale is not to be
561	for cash, a clear and concise statement that dissenting
562	stockholders of the institution such financial entity are
563	entitled to the rights set forth in s. 658.44(4) and (5).
564	(f)  The proposed effective date of the such acquisition,
565	assumption, or sale and such other information and provisions as
566	may be necessary to execute the transaction or as may be
567	required by the office.
568	(2)  APPROVAL OF OFFICE.-Following approval by the board of
569	directors of each participating financial institution entity,
570	the plan, together with certified copies of the authorizing
571	resolutions adopted by the boards and a completed application
572	with a nonrefundable filing fee, must be forwarded to the office
573	for its approval or disapproval. The office shall approve the
574	plan of acquisition, assumption, or sale if it appears that:
575	(a)  The resulting financial entity or entities would have
576	an adequate capital structure in relation to its activities and
577	its deposit liabilities;
578	(b)  The plan is fair to all parties; and
579	(c)  The plan is not contrary to the public interest.
580
581	If the office disapproves the plan, it shall state its
582	objections and give the parties an opportunity to the parties to
583	amend the plan to overcome such objections.
584	(3)  VOTE OF MEMBERS OR STOCKHOLDERS.-If the office
585	approves the plan, it may be submitted to the members or
586	stockholders of the transferring financial institution entity at
587	an annual meeting or at a any special meeting called to consider
588	such action. Upon a majority favorable vote of 51 percent or
589	more of the total number of votes eligible to be cast or, in the
590	case of a credit union, a majority vote 51 percent or more of
591	the members present at the meeting, the plan is adopted.
592	(4)  ADOPTED PLAN; CERTIFICATE; ABANDONMENT.-
593	(a)  If the plan is adopted by the members or stockholders
594	of the transferring financial institution entity, the president
595	or vice president and the cashier, manager, or corporate
596	secretary of such institution financial entity shall submit the
597	adopted plan to the office, together with a certified copy of
598	the resolution of the members or stockholders approving it.
599	(b)  Upon receipt of the certified copies and evidence that
600	the participating financial institutions entities have complied
601	with all applicable state and federal law and rules regulations,
602	the office shall certify, in writing, to the participants that
603	the plan has been approved.
604	(c)  Notwithstanding approval of the members or
605	stockholders or certification by the office, the board of
606	directors of the transferring financial institution entity may,
607	in its discretion, abandon such a transaction without further
608	action or approval by the members or stockholders, subject to
609	the rights of third parties under any contracts relating
610	thereto.
611	(5)  FEDERALLY CHARTERED OR OUT-OF-STATE INSTITUTION AS A
612	PARTICIPANT.-If one of the participants in a transaction under
613	this section is a federally chartered financial institution or
614	an out-of-state financial institution entity, all participants
615	must also comply with such requirements as may be imposed by
616	federal and other state law for the such an acquisition,
617	assumption, or sale and provide evidence of such compliance to
618	the office as a condition precedent to the issuance of a
619	certificate authorizing the transaction; however, if the
620	purchasing or assuming financial institution entity is a federal
621	or out-of-state state-chartered federally chartered financial
622	institution and the transferring state financial entity will be
623	liquidated, approval of the office is not required.
624	(6)  STOCK INSTITUTION ACQUIRING MUTUAL INSTITUTION.-A
625	mutual financial institution may not sell all or substantially
626	all of its assets to a stock financial institution entity until
627	it has first converted into a capital stock financial
628	institution in accordance with s. 665.033(1) and (2). For this
629	purpose, references in s. 665.033(1) and (2) to associations are
630	deemed to refer also refer to credit unions; but, in the case of
631	a credit union, the provision therein concerning proxy
632	statements does not apply.
633	Section 9.  Section 655.416, Florida Statutes, is amended
634	to read:
635	655.416  Book value of assets.-Upon the effective date of a
636	merger, consolidation, conversion, or acquisition pursuant to
637	ss. 655.41-655.419, an asset may not be carried on the books of
638	the resulting financial entity at a valuation higher than that
639	at which it was carried on the books of a participating or
640	converting financial institution entity at the time of its last
641	examination by a state or federal examiner before such the
642	effective date of such merger, consolidation, conversion, or
643	acquisition, without written approval from the office.
644	Section 10.  Section 655.417, Florida Statutes, is amended
645	to read:
646	655.417  Effect of merger, consolidation, conversion, or
647	acquisition.-From and after the effective date of a merger,
648	consolidation, conversion, or acquisition, the resulting
649	financial entity or entities may conduct business in accordance
650	with the terms of the plan as approved, subject to the following
651	conditions and limitations; provided that:
652	(1)  CONTINUING ENTITY.-Even though the charter of a
653	participating or converting financial institution may have
654	entity has been terminated, the resulting financial entity is
655	deemed to be a continuation of the participating or converting
656	financial institution entity such that all acquired property of
657	the participating or converting institution financial entity,
658	including rights, titles, and interests in and to all property
659	of whatsoever kind, whether real, personal, or mixed, and things
660	in action, and all rights, privileges, interests, and assets of
661	any conceivable value or benefit which are then existing, or
662	pertaining to it, or which would inure to it, are immediately
663	vested in and continue to be the property of the resulting
664	financial entity, by act of law and without any conveyance or
665	transfer and without further act or deed. The resulting; and
666	such financial entity has, holds, and enjoys the same in its own
667	right as fully and to the same extent as the same was possessed,
668	held, and enjoyed by the participating or converting financial
669	institution entity; and, at the time of the taking effect of
670	such merger, consolidation, conversion, or acquisition takes
671	effect, the resulting financial entity has and succeeds to all
672	the rights, obligations, and relations of the participating or
673	converting institution financial entity.
674	(2)  EFFECT ON JUDICIAL PROCEEDINGS.-Any pending action or
675	other judicial proceeding to which the participating or
676	converting financial institution entity is a party is not abated
677	by reason of such merger, consolidation, conversion, or
678	acquisition but may be prosecuted to final judgment, order, or
679	decree in the same manner as if such action had not been taken.;
680	and The resulting financial entity resulting from such merger,
681	consolidation, conversion, or acquisition may continue such
682	action in its new name,; and any judgment, order, or decree that
683	may be rendered for or against it which might have been rendered
684	for or against the participating or converting institution may
685	be rendered for or against the resulting financial entity
686	previously involved in such judicial proceeding.
687	(3)  CREDITORS' RIGHTS.-The resulting financial entity in a
688	merger, consolidation, conversion, or acquisition is liable for
689	all obligations of the participating or converting financial
690	institution entity which existed before prior to such action,;
691	and the action taken does not prejudice the right of a creditor
692	of the participating or converting financial institution
693	financial entity to have his or her debts paid out of the assets
694	thereof, nor may such creditor be deprived of, or prejudiced in,
695	any action against the officers, directors, members, or other
696	persons participating in the conduct of the affairs of a
697	participating or converting financial institution entity for any
698	neglect or misconduct.
699	(4)  EXCEPTION.-In the case of an acquisition of assets or
700	assumption of liabilities pursuant to s. 655.414, the provisions
701	of subsections (1), (2), and (3) apply only to the assets
702	acquired and the liabilities assumed by the resulting financial
703	entity if, provided sufficient assets to satisfy all liabilities
704	not assumed by the resulting financial entity are retained by
705	the transferring financial institution entity.
706	Section 11.  Section 655.418, Florida Statutes, is amended
707	to read:
708	655.418  Nonconforming activities; cessation.-If, as a
709	result of a merger, consolidation, conversion, or acquisition
710	pursuant to ss. 655.41-655.419, the resulting financial entity
711	is to be of a different type or of a different character than
712	any one or all of the participating or converting financial
713	institutions entities, such resulting financial entity is will
714	be subject to the following conditions and limitations:
715	(1)  PLAN FOR TERMINATION.-The plan of merger,
716	consolidation, conversion, or acquisition must set forth the
717	method and schedule for terminating those activities that are
718	not permitted by the laws of this state for the resulting
719	financial entity but that were authorized for any of the
720	participating or converting financial institutions entities.
721	(2)  EFFECTIVE DATE.-The plan of merger, consolidation,
722	conversion, or acquisition must state that, from the effective
723	date of such action, the resulting financial entity will not
724	engage in any nonconforming activities, except to the extent
725	necessary to fulfill obligations existing before prior to the
726	merger, consolidation, conversion, or acquisition, pursuant to
727	subsection (4).
728	(3)  COMPLIANCE WITH LENDING AND INVESTMENT LIMITATIONS.-
729	If, as a result of such merger, consolidation, conversion, or
730	acquisition, the resulting financial entity will exceed any
731	lending, investment, or other limitations imposed by law, the
732	financial entity must shall conform to such limitations within
733	such period of time as is established by the office.
734	(4)  DIVESTITURE.-The office may, as a condition to such
735	merger, consolidation, conversion, or acquisition, require a
736	nonconforming activity to be divested in accordance with such
737	additional requirements as it considers appropriate under the
738	circumstances.
739	Section 12.  Section 655.4185, Florida Statutes, is amended
740	to read:
741	655.4185  Emergency action.-
742	(1)  Notwithstanding any other provision of the financial
743	institutions codes or of chapter 120, if the office or the
744	appropriate federal regulatory agency, or the appropriate home
745	state regulatory agency for an out-of-state state financial
746	institution, finds that immediate action is necessary in order
747	to prevent the probable failure of one or more financial
748	institutions, aid in the resolution of a receivership,
749	conservatorship, or liquidation of a financial institution, or
750	otherwise protect the depositors of a failing financial
751	institution, which in this subsection may be referred to as a
752	"failing financial entity," the office may, with the concurrence
753	of the appropriate federal regulatory agency in the case of any
754	financial institution the deposits of which are insured by the
755	Federal Deposit Insurance Corporation or the National Credit
756	Union Administration, issue an emergency order authorizing:
757	(a)  The merger of any such failing institution financial
758	entity with an appropriate state financial institution entity;
759	(b)  An appropriate state financial institution entity to
760	acquire any of the assets or and assume any of the liabilities,
761	or any combination thereof, of the any such failing institution
762	financial entity, including all rights, powers, and
763	responsibilities as fiduciary in an instance in which the
764	failing financial institution is actively engaged in the
765	exercise of trust powers;
766	(c)  The conversion of a any such failing institution
767	financial entity into a state financial institution that is not
768	failing entity; or
769	(d)  The chartering of a new state financial institution
770	entity to acquire any of the assets or and assume any of the
771	liabilities, or any combination thereof, of a any such failing
772	institution financial entity and to assume rights, powers, and
773	responsibilities as fiduciary in a case in which such failing
774	institution financial entity is engaged in the exercise of trust
775	powers;.
776	(e)  The direct or indirect acquisition of control of the
777	failing institution;
778	(f)  The appointment of provisional directors, executive
779	officers, or other employees for the failing institution
780	pursuant to s. 655.03855; or
781	(g)  Any other capital or liquidity restoration plan or
782	action deemed prudent by the office.
783	(2)  Any such finding by the office must be based upon
784	reports or other information furnished to it by the failing
785	financial institution, by a state or federal financial
786	institution examiner or regulatory entity, or upon other
787	evidence from which it is reasonable to conclude that the
788	failing such financial institution is insolvent, or is
789	threatened with imminent insolvency, or lacks a board of
790	directors or executive management that can operate the entity in
791	a safe and sound manner. The office may disallow intangible
792	assets, deferred tax assets, loan or lease loss reserves,
793	subordinated debt, and illegally obtained currency, monetary
794	instruments, funds, or other financial resources from the
795	capitalization requirements of the financial institutions codes.
796	The stockholders of a failing institution bank, association, or
797	trust company that is acquired by another financial institution
798	bank or trust company under this section are entitled to the
799	same procedural rights and to compensation for the remaining
800	value of their shares as is provided for dissenters in s.
801	658.44, except that they may not have no right to vote against
802	the transaction. Any transaction authorized by this section may
803	be accomplished through the organization of a successor
804	financial institution.
805	(3)  The office may provide prior approval of business
806	entities or individuals who, pursuant to this section, may
807	charter a new state financial institution or acquire control of,
808	purchase, merge with, or become directors and executive officers
809	of, a failing financial institution. The application for prior
810	approval must be in the form prescribed by the commission by
811	rule and be accompanied by a nonrefundable filing fee of $7,500.
812	Section 13.  Section 655.419, Florida Statutes, is amended
813	to read:
814	655.419  Effect.-The provisions of ss. 655.41-     655.419
815	relating to merger, consolidation, conversion, or acquisition of
816	assets of any financial institution entity are cumulative with
817	all other provisions of the financial institutions codes and do
818	not modify, limit, or repeal any of such other provisions except
819	as expressly provided in the codes or as stated in an emergency
820	order issued by the office pursuant to s. 655.4185 stated
821	herein. Additionally, the provisions of ss. 655.41-     655.419
822	do not grant any authority, directly or indirectly, for any
823	bank, association, trust company, association holding company,
824	or bank holding company, the operations of which are principally
825	conducted outside this state, to acquire, convert to, or merge
826	or consolidate with any financial entity.
827	Section 14.  Subsection (1) of section 655.947, Florida
828	Statutes, is amended to read:
829	655.947  Debt cancellation products.-
830	(1)  Debt cancellation products may be offered, and a fee
831	may be charged, by financial institutions and subsidiaries of
832	financial institutions subject to the provisions of this section
833	and the rules and orders of the commission or office. As used in
834	this section, the term "financial institutions" includes those
835	defined in s. 655.005(1)(h), insured depository institutions as
836	defined in 12 U.S.C. s. 1813, and subsidiaries of such
837	institutions.
838	Section 15.  Present subsections (8) through (16) of
839	section 657.038, Florida Statutes, are redesignated as
840	subsections (7) through (15), respectively, and subsections (6)
841	and (7) of that section are amended, to read:
842	657.038  Loan powers.-
843	(6)  As used in this section, the term "related interest"
844	means a person's interest in a partnership as a general partner,
845	and any limited partnership, corporation, or other business
846	organization controlled by that person. A limited partnership,
847	corporation, or other business organization is controlled by a
848	person who:
849	(a)  Owns, controls, or has the power to vote 25 percent or
850	more of any class of voting securities of any such business
851	organization;
852	(b)  Controls in any manner the election of a majority of
853	the directors of any such business organization; or
854	(c)  Has the power to exercise a controlling influence over
855	the management or policies of such business organization.
856	(6)(7)  In computing a person's the total obligations
857	outstanding liabilities of any person, all loans endorsed or
858	guaranteed as to repayment by that such person and by any
859	related interest of such person must be included. The credit
860	union must also include all of the person's potential
861	liabilities and obligations resulting from the person's
862	derivatives transactions, repurchase agreements, securities
863	lending and borrowing transactions, credit default swaps, and
864	similar contracts.
865	Section 16.  Subsection (7) of section 657.042, Florida
866	Statutes, is amended to read:
867	657.042  Investment powers and limitations.-A credit union
868	may invest its funds subject to the following definitions,
869	restrictions, and limitations:
870	(7)  SPECIAL PROVISIONS.-
871	(a)  A credit union may not invest its funds in None of the
872	bonds or other obligations described in this section shall be
873	eligible for investment by credit unions in any amount unless
874	the bonds or other obligations are current as to all payments of
875	principal and interest and unless rated in one of the four
876	highest classifications, or, in the case of commercial paper,
877	unless it is of prime quality and of the highest letter and
878	numerical rating, as established by a nationally recognized
879	investment rating service, or any comparable rating as
880	determined by the office.
881	(b)  A credit union shall establish written policies and
882	procedures for evaluating the systemic and specific risks and
883	benefits associated with investments authorized under this
884	section before making such investments and must conduct
885	appropriate risk management and monitoring for the duration of
886	the investment. An investment decision may not be based solely
887	on the rating of the bond or other obligation by an investment
888	rating service. The office may require a credit union to divest
889	itself of an investment that the office determines creates
890	excessive risk or the associated risk exceeds the ability of the
891	credit union to properly evaluate and manage.
892	(c)(b)  With prior office approval of the office, any
893	investment permitted in this section may also be made indirectly
894	by investment in a trust or mutual fund, the investments of
895	which are limited as set forth in this section., provided that
896	The credit union must maintain a current file on each investment
897	which contains sufficient information to determine whether the
898	investment complies with the requirements of this section. If
899	the investment fails to comply with the requirements of this
900	section, the credit union must divest itself of its investment,
901	unless otherwise approved by the office.
902	Section 17.  Subsection (5) of section 657.063, Florida
903	Statutes, is amended to read:
904	657.063  Involuntary liquidation.-
905	(5)  When the liquidating agent of the credit union has
906	been appointed, the office may waive or deem inapplicable the
907	fees required by this chapter and the examination required by s.
908	655.045(1)(a) if, provided the liquidating agent submits
909	periodic reports to the office on the status of the liquidation.
910	Section 18.  Subsection (8) of section 657.064, Florida
911	Statutes, is amended to read:
912	657.064  Voluntary liquidation.-A credit union may elect to
913	dissolve voluntarily and liquidate its affairs in the following
914	manner:
915	(8)  When the liquidating agent of the credit union has
916	been appointed, the office may waive or hold inapplicable the
917	fees required by this chapter and the examination required by s.
918	655.045(1)(a) if, provided the liquidating agent submits
919	periodic reports to the office on the status of the liquidation.
920	Section 19.  Subsections (3), (4), and (25) of section
921	658.12, Florida Statutes, are amended to read:
922	658.12  Definitions.-Subject to other definitions contained
923	in the financial institutions codes and unless the context
924	otherwise requires:
925	(3)  "Banker's bank" means a bank insured by the Federal
926	Deposit Insurance Corporation, or a holding company which owns
927	or controls such an insured bank, if a minimum of 75 percent of
928	when the stock of such bank or holding company is owned
929	exclusively by other banks, the bank is organized solely to do
930	business with other financial institutions, and the bank does
931	not do business with the general public and such bank or holding
932	company and all subsidiaries thereof are engaged exclusively in
933	providing services for other financial institutions and their
934	officers, directors, and employees.
935	(4)  "Branch" or "branch office" of a bank means any office
936	or place of business of a bank, other than its main office and
937	the facilities and operations authorized by ss. 658.26(4),
938	658.65, and 660.33, at which deposits are received, checks are
939	paid, or money is lent. With respect to a bank that which has a
940	trust department, the terms "branch" and "branch office" have
941	the meanings herein ascribed to a branch or a branch office of a
942	trust company and mean. "Branch" or "branch office" of a trust
943	company means any office or place of business of a trust
944	company, other than its main office and its trust service
945	offices established pursuant to s. 660.33, where trust business
946	is transacted with its customers.
947	(25)  Terms used but not defined in this code, but which
948	are defined in Revised Article 3 or Article 4 of the Uniform
949	Commercial Code as enacted in chapters 673 and 674 shall, in
950	this code, unless the context otherwise requires, have the
951	meanings ascribed to them in chapters 673 and 674.
952	Section 20.  Section 658.165, Florida Statutes, is amended
953	to read:
954	658.165  Banker's banks; formation; applicability of
955	financial institutions codes; exceptions.-
956	(1)  If When authorized by the office, a corporation may be
957	formed under the laws of this state for the purpose of becoming
958	a banker's bank. An application for authority to organize a
959	banker's bank is subject to the provisions of ss. 658.19,
960	658.20, and 658.21, except that s. the provisions of ss.
961	658.20(1)(b) and (c) and the minimum stock ownership
962	requirements for the organizing directors provided in s.
963	658.21(2) do not apply.
964	(2)  A banker's bank chartered pursuant to subsection (1)
965	is shall be subject to the provisions of the financial
966	institutions codes and rules adopted thereunder; and, except as
967	otherwise specifically provided herein or by rule or order of
968	the commission or office, a banker's bank is shall be vested
969	with or subject to the same rights, privileges, duties,
970	restrictions, penalties, liabilities, conditions, and
971	limitations that would apply to a state bank. A banker's bank is
972	organized solely to do business with other financial
973	institutions and is not deemed to be doing business with the
974	general public even if, as an incidental part of its activities,
975	it does business to a limited extent with entities and persons
976	other than financial institutions as follows:
977	(a)  The range of customers with which the banker's bank
978	does business is limited to financial institutions, including
979	subsidiaries or organizations owned by financial institutions;
980	directors, officers, or employees of the same or other financial
981	institutions; individuals whose accounts are acquired at the
982	request of a financial institution's supervisory authority due
983	to the actual or impending failure of a financial institution;
984	and financial institution trade associations; and
985	(b)  The banker's bank does not make loans to, or
986	investments in, entities and persons other than financial
987	institutions which exceed 10 percent of the banker's bank's
988	total assets, and the banker's bank does not receive deposits
989	from, or issue other liabilities to, entities and persons other
990	than financial institutions which exceed 10 percent of the
991	banker's bank total liabilities.
992	(3)  Notwithstanding any other provision of this chapter, a
993	banker's bank may repurchase, for its own account, shares of its
994	own capital stock; however, the outstanding capital stock may
995	not be reduced below the minimum required by this chapter
996	without the prior approval of the office.
997	(4)  A banker's bank may provide services at the request of
998	financial institutions in organization organizations that have:
999	(a)  Received conditional regulatory approval from the
1000	office in the case of a state bank or trust company, or from the
1001	appropriate state regulatory agency in the case of an out-of-
1002	state bank or trust company, or received preliminary approval
1003	from the Office of the Comptroller of the Currency in the case
1004	of a national bank.
1005	(b)  Filed articles of incorporation or organization
1006	pursuant to s. 658.23 in the case of a state bank or trust
1007	company, or pursuant to applicable state law in the case of an
1008	out-of-state bank or trust company, or filed acceptable articles
1009	of incorporation and an organization certificate in the case of
1010	a national bank.
1011	(c)  Received capital funds in an amount not less than the
1012	minimum capitalization required in any notice of or order
1013	granting conditional regulatory approval.
1014	(5)  A banker's bank may provide services to the organizers
1015	of a proposed financial institution in organization which that
1016	has not received conditional regulatory approval if provided
1017	that such services are limited to the financing of the expenses
1018	of organizing such proposed financial institution and expenses
1019	relating to the acquisition or construction of the institution's
1020	proposed operating facilities and associated fixtures and
1021	equipment.
1022	(6)  If the commission or office finds that any provision
1023	of this chapter is inconsistent with the purpose for which a
1024	banker's bank is organized and that the welfare of the public or
1025	any financial institution would not be jeopardized thereby, the
1026	commission, by rule, or the office, by order, may exempt a
1027	banker's bank from such provision or limit the application
1028	thereof.
1029	Section 21.  Subsection (3) of section 658.20, Florida
1030	Statutes, is repealed.
1031	Section 22.  Subsection (1) of section 658.28, Florida
1032	Statutes, is amended to read:
1033	658.28  Acquisition of control of a bank or trust company.-
1034	(1)  If In any case in which a person or a group of
1035	persons, directly or indirectly or acting by or through one or
1036	more persons, proposes to purchase or acquire a controlling
1037	interest in a any state bank or state trust company, and thereby
1038	to change the control of that bank or trust company, such each
1039	person or group of persons must shall first submit an make
1040	application to the office for a certificate of approval of such
1041	proposed change of control of the bank or trust company.
1042	(a)  The application must shall contain the name and
1043	address, and such other relevant information as the commission
1044	or office requires, including information relating to other and
1045	former addresses and the reputation, character, responsibility,
1046	and business affiliations, of the proposed new owner or each of
1047	the proposed new owners of the controlling interest.
1048	(b)  The office shall issue a certificate of approval only
1049	after it has made an investigation and determined that the
1050	proposed new owner or owners of the interest are qualified by
1051	reputation, character, experience, and financial responsibility
1052	to control and operate the bank or trust company in a legal and
1053	proper manner and that the interests of the other stockholders,
1054	if any, and the depositors and creditors of the bank or trust
1055	company, and the interests of the public generally will not be
1056	jeopardized by the proposed change in ownership, controlling
1057	interest, or management.
1058	(c)  A No person who has been convicted of, or pled guilty
1059	or nolo contendere to, a violation of s. 655.50, relating to the
1060	Florida Control of money laundering in financial institutions
1061	Act; chapter 896, relating to offenses related to financial
1062	transactions; or any similar state or federal law may not
1063	receive shall be given a certificate of approval by the office.
1064	(d)  A business organization that is not a bank holding
1065	company authorized by the office or the federal Bank Holding
1066	Company Act of 1956, as amended, 12 U.S.C. ss. 1841 et seq., may
1067	not control a bank.
1068	Section 23.  Section 658.295, Florida Statutes, is
1069	repealed.
1070	Section 24.  Section 658.2953, Florida Statutes, is amended
1071	to read:
1072	658.2953  Interstate branching.-
1073	(1)  SHORT TITLE.-This section may be cited as the "Florida
1074	Interstate Branching Act."
1075	(2)  PURPOSE.-The purpose of this section is to provide for
1076	the regulation of permit interstate branching, effective May 31,
1077	1997, by a merger transaction under s. 102 of the Riegle-Neal
1078	Interstate Banking and Branching Efficiency Act of 1994, Pub. L.
1079	No. 103-328, in accordance with this section and consistent with
1080	the Federal Deposit Insurance Act, as amended, 12 U.S.C. ss.
1081	1811 et seq.; the Bank Holding Company Act of 1956, as amended,
1082	12 U.S.C. ss. 1841 et seq., and 12 U.S.C. s. 5451; and Pub. L.
1083	No. 111-203.
1084	(3)  LEGISLATIVE INTENT.-The Legislature finds it is in the
1085	interest of the citizens of this state, and declares it to be
1086	the intent of this section, to:
1087	(a)  Supervise, regulate, and examine persons, firms,
1088	corporations, associations, and other business entities
1089	furnishing depository, lending, and associated financial
1090	services in this state.
1091	(b)  Protect the interests of shareholders, members,
1092	depositors, and other customers of financial institutions
1093	operating in this state.
1094	(c)  Preserve the competitive equality of state financial
1095	institutions as compared with federal financial institutions.
1096	(d)  Promote the availability, efficiency, and
1097	profitability of financial services in the communities of this
1098	state.
1099	(e)  Preserve the advantages of the dual banking system.
1100	(f)  Cooperate with federal regulators and regulators from
1101	other states in regulating financial institutions, in improving
1102	the quality of regulation, and in promoting the interests of
1103	this state in interstate matters.
1104	(g)  Provide the commission and office sufficient powers
1105	and responsibilities to carry out such purposes.
1106	(3)(4)  DEFINITIONS.-As used in this section, the term
1107	unless a different meaning is required by the context:
1108	(a)  "Bank" has the meaning set forth in 12 U.S.C. s.
1109	1813(h), provided the term "bank" does not include any "foreign
1110	bank" as defined in 12 U.S.C. s. 3101(7), except such term
1111	includes any foreign bank organized under the laws of a
1112	territory of the United States, Puerto Rico, Guam, American
1113	Samoa, or the Virgin Islands, the deposits of which are insured
1114	by the Federal Deposit Insurance Corporation.
1115	(b)  "Bank holding company" has the meaning set forth in 12
1116	U.S.C. s. 1841(a)(1).
1117	(c)  "Bank regulatory agency" means:
1118	1.  Any agency of another state with primary responsibility
1119	for chartering and regulating banks.
1120	2.  The Office of the Comptroller of the Currency, the
1121	Federal Deposit Insurance Corporation, the Board of Governors of
1122	the Federal Reserve System, and any successor to such agencies.
1123	(d)  "Branch" has the meaning set forth in s. 658.12.
1124	(e)  "De novo branch" means a branch of a bank located in a
1125	host state which:
1126	1.  Is originally established by the bank as a branch.
1127	2.  Does not become a branch of the bank as a result of:
1128	a.  The acquisition of another bank or a branch of another
1129	bank; or
1130	b.  The merger, consolidation, or conversion involving any
1131	such bank or branch.
1132	(f)  "Control" shall be construed consistently with the
1133	provisions of 12 U.S.C. s. 1841(a)(2).
1134	(g)  "Failing financial entity" means an out-of-state state
1135	bank that has been determined by its home state regulator or the
1136	appropriate federal regulatory agency to be imminently insolvent
1137	or to require immediate action to prevent its probable failure.
1138	(h)  "Home state" means:
1139	1.  With respect to a state bank, the state by which the
1140	bank is chartered.
1141	2.  With respect to a national bank, the state in which the
1142	main office of the bank is located.
1143	3.  With respect to a foreign bank, the state determined to
1144	be the home state of such foreign bank under 12 U.S.C. s.
1145	3103(c).
1146	(i)  "Home state regulator" means, with respect to an out-
1147	of-state state bank, the bank's regulatory agency of the state
1148	in which such bank is chartered.
1149	(j)  "Host state" means a state, other than the home state
1150	of a bank, in which the bank maintains or seeks to establish and
1151	maintain a branch.
1152	(k)  "Insured depository institution" has the meaning set
1153	forth in 12 U.S.C. s. 1813(c)(2) and (3).
1154	(a)(l)  "Interstate merger transaction" means the merger or
1155	consolidation of banks with different home states, and the
1156	conversion of branches of any bank involved in the merger or
1157	consolidation into branches of the resulting bank.
1158	(m)  "Out-of-state bank" means a bank whose home state is a
1159	state other than this state.
1160	(n)  "Out-of-state state bank" means a bank chartered under
1161	the laws of any state other than this state.
1162	(b)(o)  "Resulting bank" means a bank that results has
1163	resulted from an interstate merger transaction under this
1164	section.
1165	(p)  "State" means any state of the United States, the
1166	District of Columbia, any territory of the United States, Puerto
1167	Rico, Guam, American Samoa, the Trust Territory of the Pacific
1168	Islands, the Virgin Islands, and the Northern Mariana Islands.
1169	(c)(q)  "Florida bank" means a bank whose home state is
1170	this state.
1171	(r)  "State bank" means a bank chartered under the laws of
1172	this state.
1173	(5)  INTERSTATE BRANCHING BY DE NOVO ENTRY PROHIBITED.-An
1174	out-of-state bank that does not operate a branch in this state
1175	is prohibited from establishing a de novo branch in this state.
1176	(4)(6)  AUTHORITY OF STATE BANKS TO ESTABLISH INTERSTATE
1177	BRANCHES BY MERGER.-With the prior written approval of the
1178	office, a state bank may establish, maintain, and operate one or
1179	more branches in a state other than this state pursuant to an
1180	interstate merger transaction in which the state bank is the
1181	resulting bank. No later than the date on which the required
1182	application for the interstate merger transaction is filed with
1183	the appropriate responsible federal bank regulatory agency, the
1184	applicant state bank shall file an application on a form
1185	prescribed by the commission accompanied by the required fee
1186	pursuant to s. 658.73. The applicant must shall also comply with
1187	the provisions of ss. 658.40-658.45.
1188	(5)(7)  INTERSTATE MERGER TRANSACTIONS AND BRANCHING
1189	PERMITTED.-
1190	(a)  One or more Florida banks may enter into an interstate
1191	merger transaction with one or more out-of-state banks. An out-
1192	of-state bank resulting from such transaction may maintain and
1193	operate the branches of a Florida bank that participated in such
1194	transaction if, provided that the conditions and filing
1195	requirements of this section are met.
1196	(b)  Except as otherwise expressly provided in this
1197	section, an interstate merger transaction is shall not be
1198	permitted if, upon consummation of such transaction, the
1199	resulting bank, including all insured depository institutions
1200	that would be "affiliates," as defined in 12 U.S.C. s. 1841(k),
1201	of the resulting bank, would control 30 percent or more of the
1202	total amount of deposits held by all insured depository
1203	institutions in this state. However, this paragraph does not
1204	apply to initial entry into this state by an out-of-state bank
1205	or bank holding company.
1206	(c)  An interstate merger transaction resulting in the
1207	acquisition by an out-of-state bank of a Florida bank shall not
1208	be permitted under this section unless such Florida bank has
1209	been in existence and continuously operating, on the date of
1210	such acquisition, for more than 3 years.
1211	(6)(8)  NOTICE AND FILING REQUIREMENTS.-An Any out-of-state
1212	bank that will be the resulting bank pursuant to an interstate
1213	merger transaction involving a Florida bank must shall notify
1214	the office of the proposed merger within 15 days after the date
1215	on which it files an application for an interstate merger
1216	transaction with the appropriate federal regulatory agency and
1217	the home state regulatory agency, if applicable. Thereafter, the
1218	out-of-state bank and the Florida bank must, upon request of the
1219	office, submit status updates with such information as the
1220	office specifies until the merger transaction is completed or
1221	the merger application is withdrawn or denied.
1222	(7)(9)  EXAMINATIONS; PERIODIC REPORTS; COOPERATIVE
1223	AGREEMENTS; ASSESSMENT OF FEES.-
1224	(a)  The office may examine any Florida branch of an out-
1225	of-state state bank which the office deems necessary for the
1226	purpose of determining whether the branch is being operated in
1227	compliance with the laws of this state and in accordance with
1228	safe and sound banking practices.
1229	(b)  The office may enter into cooperative, coordinating,
1230	or information-sharing agreements with other bank regulatory
1231	agencies or any organization affiliated with or representing one
1232	or more bank regulatory agencies to facilitate the regulation of
1233	out-of-state state branches doing business in this state.
1234	(c)  The office may accept reports of examinations or
1235	investigations, or other records from other regulatory agencies
1236	having concurrent jurisdiction over a state bank or a bank
1237	holding company that controls out-of-state state banks that
1238	operate branches in this state in lieu of conducting its own
1239	examinations or investigations.
1240	(d)  The office may assess supervisory and examination fees
1241	that are shall be payable by state banks and out-of-state state
1242	bank holding companies doing business in this state in
1243	connection with the office's performance of its duties under
1244	this section and as prescribed by the commission. Such fees may
1245	be shared with other bank regulatory agencies or any
1246	organizations affiliated with or representing one or more bank
1247	regulatory agencies in accordance with agreements between them
1248	and the office.
1249	(8)(10)  LAWS APPLICABLE TO INTERSTATE BRANCHING
1250	OPERATIONS.-Laws of this state regarding consumer protection,
1251	fair lending, and establishment of intrastate branches apply to
1252	any out-of-state bank branch doing business in this state to the
1253	same extent as the laws of this state apply to a state bank,
1254	unless except:
1255	(a)  When Federal law preempts the application of the laws
1256	of this state.
1257	(b)  When The Comptroller of the Currency determines that
1258	the application of the such laws of this state would have a
1259	discriminatory effect on the branch of a national bank in
1260	comparison with the effect the application of such state laws
1261	would have with respect to branches of a state bank.
1262	(9)(11)  ENFORCEMENT.-
1263	(a)  If the office determines that a branch maintained by
1264	an out-of-state state bank in this state is being operated in
1265	violation of any provision of law of this state, or that such
1266	branch is being operated in an unsafe and unsound manner, the
1267	office may take all such enforcement actions as it would be
1268	empowered to take if the branch were a state bank if, provided
1269	that the office shall promptly gives give notice to the home
1270	state regulator of each enforcement action taken against the an
1271	out-of-state state bank and, to the extent practicable, consults
1272	and cooperates shall consult and cooperate with the home state
1273	regulator in pursuing and resolving the said enforcement action.
1274	(b)  The office may take any action jointly with other
1275	regulatory agencies having concurrent jurisdiction over out-of-
1276	state banks and bank holding companies that operate branches in
1277	this state, or take such action independently, to carry out its
1278	responsibilities.
1279	(10)(12)  NOTICE OF SUBSEQUENT MERGER.-
1280	(a)  Each out-of-state state bank that has established and
1281	maintains a branch in this state must pursuant to this section
1282	shall give at least 30 days' prior written notice to the office
1283	of any merger, consolidation, or other transaction that would
1284	cause a change of control pursuant to home state or federal law
1285	with respect to such bank or any bank holding company that
1286	controls such bank.
1287	(b)  Notwithstanding any other provisions of the financial
1288	institutions codes or of chapter 120, In the case of a failing
1289	financial institution entity, the office shall have the power,
1290	with the concurrence of the appropriate regulatory agencies
1291	agency, may to issue an emergency order authorizing any
1292	necessary interstate banking or branching transaction pursuant
1293	to s. 655.4185.:
1294	1.  The merger or interstate merger transaction of any such
1295	failing financial entity with a state bank or bank holding
1296	company that controls a state bank;
1297	2.  Any bank to acquire assets and assume liabilities of
1298	the Florida branches of any such failing financial entity;
1299	3.  The conversion of any such failing financial entity
1300	into a state bank or trust company;
1301	4.  The chartering of a new state bank to acquire the
1302	Florida branches of any such failing financial entity; or
1303	5.  The chartering of a new state trust company to acquire
1304	assets and assume liabilities and rights, powers, and
1305	responsibilities as fiduciary of such failing financial entity.
1306	(11)(13)  DE NOVO INTERSTATE BRANCHING BY STATE BANKS.-
1307	(a)  With the prior approval of the office, a any state
1308	bank may establish and maintain a de novo branch or acquire a
1309	branch in a state other than this state by submitting an
1310	application with the office pursuant to s. 658.26.
1311	(b)  A state bank desiring to establish and maintain a
1312	branch in another state pursuant to s. 658.26 shall pay the
1313	branch application fee set forth in s. 658.73. In acting on the
1314	application, the office shall consider the views of the
1315	appropriate bank regulatory agencies.
1316	(c)  An out-of-state bank may establish and maintain a de
1317	novo branch or acquire a branch in this state upon compliance
1318	with chapter 607 or chapter 608 relating to doing business in
1319	this state as a foreign business entity, including maintaining a
1320	registered agent for service of process and other legal notice
1321	pursuant to s. 655.0201.
1322	(12)(14)  ADDITIONAL BRANCHES; POWERS.-
1323	(a)  An out-of-state bank that has lawfully acquired or
1324	established a branch in this state or bank holding company that
1325	has acquired a bank in this state pursuant to s. 658.295, or by
1326	interstate merger pursuant to this section, may establish an
1327	additional branch or additional branches in this state to the
1328	same extent that any Florida bank may establish a branch or
1329	branches in this state.
1330	(b)  An out-of-state bank may conduct only those activities
1331	at its Florida branch or branches which that are authorized
1332	under the laws of this state or of the United States. However,
1333	an out-of-state bank with trust powers resulting from an
1334	interstate merger transaction with one or more Florida banks
1335	with trust powers shall be entitled to and may exercise all
1336	trust powers in this state as a Florida bank with trust powers
1337	that participated in the transaction.
1338	Section 25.  Section 658.296, Florida Statutes, is
1339	repealed.
1340	Section 26.  Section 658.36, Florida Statutes, is amended
1341	to read:
1342	658.36  Changes in capital.-
1343	(1)  A No state bank or trust company may not shall reduce
1344	the number of shares of its outstanding capital stock without
1345	first obtaining the approval of the office., and such Approval
1346	shall be withheld if the reduction will cause the outstanding
1347	capital accounts stock to be less than the minimum required
1348	pursuant to the financial institutions codes.
1349	(2)  A Any state bank or trust company may provide for an
1350	increase in its number of outstanding shares of capital stock
1351	after filing a written notice with the office at least 15 days
1352	before prior to making such increase. The office may waive the
1353	time requirement upon a demonstration of good cause.
1354	(3)  If a bank or trust company's capital accounts have
1355	been diminished by losses to less than the minimum required
1356	pursuant to the financial institutions codes, the market value
1357	of its shares of capital stock is less than the present par
1358	value, and the bank or trust company cannot reasonably issue and
1359	sell new shares of stock to restore its capital accounts at a
1360	share price of par value or greater of the previously issued
1361	capital stock, the office, notwithstanding any other provisions
1362	of chapter 607 or the financial institutions codes, may approve
1363	special stock offering plans.
1364	(a)  Such plans may include, but are not limited to,
1365	mechanisms for stock splits including reverse splits;
1366	revaluations of par value of outstanding stock; changes in
1367	voting rights, dividends, or other preferences; and creation of
1368	new classes of stock.
1369	(b)  The plan must be approved by majority vote of the bank
1370	or trust company's entire board of directors and by holders of
1371	two-thirds of the outstanding shares of stock.
1372	(c)  The office shall disapprove a plan that provides
1373	unfair or disproportionate benefits to existing shareholders,
1374	directors, executive officers, or their related interests. The
1375	office shall also disapprove any plan that is not likely to
1376	restore the capital accounts to sufficient levels to achieve a
1377	sustainable, safe, and sound financial institution.
1378	(d)  For any bank or trust company that the office
1379	determines to be a failing financial institution pursuant to s.
1380	655.4185, the office may approve special stock offering plans
1381	without a vote of the shareholders.
1382	Section 27.  Subsection (2) of section 658.41, Florida
1383	Statutes, is amended to read:
1384	658.41  Merger; resulting state or national bank.-
1385	(2)  Nothing in The laws law of this state do not shall
1386	restrict the right of a state bank or state trust company to
1387	merge with a resulting national bank or out-of-state bank. In
1388	such case the action to be taken by a constituent state bank or
1389	state trust company, and its rights and liabilities and those of
1390	its shareholders, are shall be the same as those prescribed for
1391	constituent national banks at the time of the action by the
1392	applicable federal law of the United States and not by the law
1393	of this state.
1394	Section 28.  Subsections (3) through (11) of section
1395	658.48, Florida Statutes, are amended to read:
1396	658.48  Loans.-A state bank may make loans and extensions
1397	of credit, with or without security, subject to the following
1398	limitations and provisions:
1399	(3)  LOANS TO OTHER PERSONS.-A No bank may not shall extend
1400	credit, including the granting of a line of credit, to any other
1401	person not included in subsection (2), including a any related
1402	interest of that person, which that, if when aggregated with the
1403	amount of all other extensions of credit to that person and any
1404	related interest of that person, exceeds 15 percent of the
1405	capital accounts of the lending bank, unless the extension of
1406	credit has been approved in advance by a majority of the entire
1407	board of directors or by all members of an authorized committee
1408	thereof within not more than 1 year before prior to the time
1409	when such credit is extended.
1410	(4)  RELATED INTERESTS.-As used in this section, the term
1411	"related interest" means, with respect to any person, any
1412	partnership, corporation, or other business organization
1413	controlled by that person. A corporation is controlled by a
1414	person who:
1415	(a)  Owns, controls, or has the power to vote 25 percent or
1416	more of any class of voting securities of the corporation;
1417	(b)  Controls in any manner the election of a majority of
1418	the directors of the corporation; or
1419	(c)  Has the power to exercise a controlling influence over
1420	the management or policies of the corporation.
1421	(4)(5)  SPECIAL PROVISIONS.-
1422	(a)  A limitation of 25 percent of the capital accounts of
1423	the lending bank applies to the aggregate of all loans made to a
1424	corporation, together with all loans secured by shares of stock,
1425	bonds, or other obligations of the same corporation, unless the
1426	stocks or bonds are listed and traded on a recognized stock
1427	exchange, or are registered under the Securities Exchange Act of
1428	1934, or are registered with the Board of Governors of the
1429	Federal Reserve System, with the Federal Deposit Insurance
1430	Corporation, or with the Comptroller of the Currency, in which
1431	case no aggregate loan limit applies.
1432	(b)  A limitation of 15 percent of the capital accounts of
1433	the lending bank applies to loans made to any one borrower on
1434	the security of shares of capital stock listed and traded on a
1435	recognized exchange. A limitation of 10 percent of the capital
1436	accounts of the lending bank applies to loans made to any one
1437	borrower on the security of shares of capital stock not listed
1438	on a recognized exchange or the obligations subordinate to
1439	deposits of another bank. A limitation of 25 percent of the
1440	capital accounts of the lending state bank applies to the
1441	aggregate of all loans secured by the shares of capital stock or
1442	the obligations subordinate to deposits of any one bank.
1443	(c)  A No loan may not shall be made by a bank:
1444	1.  On the security of the shares of its own capital stock
1445	or of its obligations subordinate to deposits.
1446	2.  On an unsecured basis for the purpose of purchasing the
1447	purchase of shares of its own capital stock or its obligations
1448	subordinate to deposits.
1449	3.  On a secured or unsecured basis for the purpose of
1450	purchasing the purchase of shares of the stock of its one-bank
1451	holding company.
1452	(d)  A one-bank holding company bank may make loans on its
1453	own one-bank holding company stock. For capital stock that is
1454	listed and traded on a recognized exchange, the stock may not be
1455	valued at more than 70 percent of its current market value, and
1456	for capital stock that is not listed and traded on a recognized
1457	exchange, the stock may not be valued at more than 70 percent of
1458	its current book value.
1459	(e)  Loans based upon the security of real estate mortgages
1460	shall be documented as first liens, except that liens other than
1461	first liens may be taken:
1462	1.  To protect a loan previously made in good faith;
1463	2.  To further secure a loan otherwise amply and entirely
1464	secured;
1465	3.  As additional security for Federal Housing
1466	Administration Title 1 loans or loans made with participation or
1467	guaranty by the Small Business Administration;
1468	4.  To secure a loan not in excess of 15 percent of the
1469	capital accounts of the bank; or
1470	5.  As provided by rules of the commission.
1471	(e)(f)  In computing the total liabilities of any person,
1472	there shall be included all loans or lines of credit endorsed or
1473	guaranteed as to repayment by such person and by any related
1474	interest of such person must be included. Purchased
1475	participations in pools of loans which are carried as loans
1476	subject to the limits of this section must be aggregated when
1477	computing the total liabilities of a person who is a borrower,
1478	originator, seller, broker, or guarantor, or has a repurchase
1479	agreement obligation for the individual and pooled loans. The
1480	computation of total liabilities must also include all potential
1481	liabilities and obligations of the person, and any related
1482	interest, resulting from the person's derivatives transactions,
1483	repurchase agreements, securities lending and borrowing
1484	transactions, credit default swaps, and similar contracts.
1485	(f)(g)  All loan documentation must shall be written in the
1486	English language or contain an English translation of foreign
1487	language provisions.
1488	(5)(6)  APPLICABILITY OF LOAN LIMITATIONS.-The loan
1489	limitations otherwise provided in this section do not apply to:
1490	(a)  Loans that which are fully secured by assignment of a
1491	savings account or certificate of deposit of the lending bank;
1492	(b)  Loans that which are fully secured by notes, bonds, or
1493	other evidences of indebtedness issued by the United States
1494	Government or fully guaranteed as to repayment by the United
1495	States Government or its agencies, bureaus, boards, or
1496	commissions; or
1497	(c)  Loans made to district school boards if when such
1498	loans are secured by the assignment of revenues reasonably
1499	expected to be received from the state and are otherwise made in
1500	compliance with statutes governing borrowings by such boards;
1501	or.
1502	(d)  Purchased participations in pools of loans which are
1503	carried as investments subject to the limitations of s. 658.67.
1504	(6)(7)  APPROVAL BY BOARD.-The requirements of this section
1505	concerning approval of lending activities by the board of
1506	directors or an authorized committee therefrom are have been met
1507	only if when such approvals are recorded in the formal minutes
1508	of the actions of the board and its committees by name of
1509	borrower, amount of loan, maturity of loan, and general type of
1510	collateral. If, at the time of approval of a line of credit,
1511	such information is not available, the name of the borrower and
1512	the amount of the approved line of credit must shall be recorded
1513	in the minutes. Any action required by this section to be taken
1514	by the board of directors or an authorized committee therefrom
1515	may be taken pursuant to s. 607.0820(4) if the minutes of the
1516	proceedings of the board or of the committee reflect such action
1517	and each director taking such action signs the minutes
1518	reflecting such action at the next regular meeting of the board
1519	or committee attended by such director.
1520	(7)(8)  LIABILITY OF OFFICERS AND DIRECTORS.-Officers and
1521	directors are personally liable, jointly and severally, for any
1522	loss that may be occasioned by a any willful violation of this
1523	section.
1524	(8)(9)  If When a bank's capital has been diminished by
1525	losses so that its ability to honor legally binding written loan
1526	commitments is impaired, the office may approve limited
1527	expansion of the lending limitations set forth in this section.
1528	(10)  IMMINENTLY INSOLVENT BANK.-When the office has
1529	determined that a state bank is imminently insolvent, the bank
1530	may not make any new loans or discounts other than by
1531	discounting or purchasing bills of exchange payable at sight.
1532	(9)(11)  FEDERAL RESTRICTIONS AND LIMITATIONS.-Nothing in
1533	This section does not expand, enlarge shall be construed as
1534	expanding, enlarging, or otherwise affect affecting any lending
1535	limits, restrictions, or procedures now provided by federal law
1536	applicable to state banks in conjunction with any loan or loans
1537	to any borrower or class of borrowers.
1538	Section 29.  Subsection (4) of section 658.53, Florida
1539	Statutes, is amended to read:
1540	658.53  Borrowing; limits of indebtedness.-
1541	(4)  Unrepaid proceeds of sales of capital notes and
1542	capital debentures are, as provided herein, shall be considered
1543	as a part of the aggregate amount of capital and surplus in
1544	computing loan and investment limitations and in evaluating
1545	adequacy of capital of the issuing bank if the issuing bank is
1546	not in default thereunder.
1547	Section 30.  Section 658.65, subsection (33) of section
1548	665.013, and subsection (35) of section 667.003, Florida
1549	Statutes, are repealed.
1550	Section 31.  Paragraph (c) of subsection (5) and
1551	subsections (6) and (10) of section 658.67, Florida Statutes,
1552	are amended to read:
1553	658.67  Investment powers and limitations.-A bank may
1554	invest its funds, and a trust company may invest its corporate
1555	funds, subject to the following definitions, restrictions, and
1556	limitations:
1557	(5)  INVESTMENTS IN RELATED COMPANIES.-A bank or trust
1558	company may invest in the stock of incorporated companies to the
1559	extent hereinafter defined:
1560	(c)  Up to 10 percent of the capital accounts of a bank may
1561	be invested in a clearing corporation as defined in s. 678.1021
1562	678.102(3).
1563	(6)  INVESTMENTS IN CORPORATIONS.-Up to an aggregate of 10
1564	percent of the total assets of a bank may be invested in the
1565	stock, obligations, or other securities of subsidiary
1566	corporations or other corporations or entities, except as
1567	limited or prohibited by federal law, and except that during the
1568	first 3 years of existence of a bank, such investments are
1569	limited to 5 percent of the total assets. Any bank whose
1570	aggregate investment on June 30, 1992, exceeds the limitation in
1571	this subsection has 5 years within which to achieve compliance;
1572	additional time may be approved by the office if the office
1573	finds that compliance with this subsection will result in more
1574	than a minimal loss to the bank. The commission may, by rule, or
1575	the office by order, may further limit any type of investment
1576	made pursuant to this subsection if it finds that such
1577	investment would constitute an unsafe or unsound practice.
1578	(10)  SPECIAL PROVISIONS.-
1579	(a)  None of The bonds or other obligations described in
1580	this section are not shall be eligible for investment in any
1581	amount unless current as to all payments of principal and
1582	interest and unless rated in one of the four highest
1583	classifications, or, in the case of commercial paper, unless it
1584	is of prime quality and of the highest letter and numerical
1585	rating, as established by a nationally recognized rating service
1586	or any comparable rating as determined by the office. Bonds or
1587	other obligations which are unrated shall not be eligible for
1588	investment unless otherwise supported as to investment quality
1589	and marketability by a credit rating file compiled and
1590	maintained in current status by the purchasing bank or trust
1591	company. Banks and trust companies shall establish written
1592	policies and procedures to evaluate the systemic and specific
1593	risks and benefits associated with all investments authorized in
1594	this section before making such investments and must provide for
1595	appropriate risk management and monitoring for the duration of
1596	the investment. An investment decision may not be based solely
1597	on the rating of the bond or other obligation by an investment
1598	rating service. The office may require a bank or trust company
1599	to divest itself of any investment that the office determines
1600	creates excessive risk or that has an associated risk that
1601	exceeds the ability of the bank or trust company to properly
1602	evaluate and manage.
1603	(b)  Investment securities shall be entered on the books of
1604	the bank or trust company at the fair market value on the date
1605	of acquisition. Premiums paid in excess of par value shall be
1606	amortized either over the life of the security or to the first
1607	call date at its call price and thereafter to subsequent call
1608	dates at their respective call prices until maturity. Discount
1609	may be accredited over the life of the security.
1610	Section 32.  Subsection (5) of section 288.772, Florida
1611	Statutes, is amended to read:
1612	288.772  Definitions.-For purposes of ss. 288.771-288.778:
1613	(5)  "Financial institution" shall have the same meaning as
1614	that term is defined in s. 655.005(1)(h).
1615	Section 33.  Paragraph (b) of subsection (5) of section
1616	288.99, Florida Statutes, is amended to read:
1617	288.99  Certified Capital Company Act.-
1618	(5)  INVESTMENTS BY CERTIFIED CAPITAL COMPANIES.-
1619	(b)  All capital not invested in qualified investments by
1620	the certified capital company:
1621	1.  Must be held in a financial institution as defined in
1622	by s. 655.005(1)(h) or held by a broker-dealer registered under
1623	s. 517.12, except as set forth in sub-subparagraph 3.g.
1624	2.  Must not be invested in a certified investor of the
1625	certified capital company or any affiliate of the certified
1626	investor of the certified capital company, except for an
1627	investment permitted by sub-subparagraph 3.g. if, provided
1628	repayment terms do not permit the obligor to directly or
1629	indirectly manage or control the investment decisions of the
1630	certified capital company.
1631	3.  Must be invested only in:
1632	a.  Any United States Treasury obligations;
1633	b.  Certificates of deposit or other obligations, maturing
1634	within 3 years after acquisition of such certificates or
1635	obligations, issued by any financial institution or trust
1636	company incorporated under the laws of the United States;
1637	c.  Marketable obligations, maturing within 10 years or
1638	less after the acquisition of such obligations, which are rated
1639	"A" or better by any nationally recognized credit rating agency;
1640	d.  Mortgage-backed securities that have, with an average
1641	life of 5 years or less, after the acquisition of such
1642	securities, which are rated "A" or better by a any nationally
1643	recognized credit rating agency;
1644	e.  Collateralized mortgage obligations and real estate
1645	mortgage investment conduits that are direct obligations of an
1646	agency of the United States Government; are not private-label
1647	issues; are in book-entry form; and do not include the classes
1648	of interest only, principal only, residual, or zero;
1649	f.  Interests in money market funds, the portfolio of which
1650	is limited to cash and obligations described in sub-
1651	subparagraphs a.-d.; or
1652	g.  Obligations that are issued by an insurance company
1653	that is not a certified investor of the certified capital
1654	company making the investment, that has provided a guarantee
1655	indemnity bond, insurance policy, or other payment undertaking
1656	in favor of the certified capital company's certified investors
1657	as permitted by subparagraph (3)(l)1. or an affiliate of such
1658	insurance company as defined by subparagraph (3)(a)3. that is
1659	not a certified investor of the certified capital company making
1660	the investment, provided that such obligations are:
1661	(I)  Issued or guaranteed as to principal by an entity
1662	whose senior debt is rated "AA" or better by Standard & Poor's
1663	Ratings Group or such other nationally recognized credit rating
1664	agency as the commission may determine by rule determine.
1665	(II)  Not subordinated to other unsecured indebtedness of
1666	the issuer or the guarantor.
1667	(III)  Invested by such issuing entity in accordance with
1668	sub-subparagraphs 3.a.-f.
1669	(IV)  Readily convertible into cash within 5 business days
1670	for the purpose of making a qualified investment unless such
1671	obligations are held to provide a guarantee, indemnity bond,
1672	insurance policy, or other payment undertaking in favor of the
1673	certified capital company's certified investors as permitted by
1674	subparagraph (3)(l)1.
1675	Section 34.  Subsection (1) of section 440.12, Florida
1676	Statutes, is amended to read:
1677	440.12  Time for commencement and limits on weekly rate of
1678	compensation.-
1679	(1)  No Compensation is not shall be allowed for the first
1680	7 days of the disability, except for benefits provided for in s.
1681	440.13. However, if the injury results in disability of more
1682	than 21 days of disability, compensation is shall be allowed
1683	from the commencement of the disability. All weekly compensation
1684	payments, except for the first payment, must shall be paid by
1685	check or, if authorized by the employee, deposited directly into
1686	the employee's account at a financial institution. As used in
1687	this subsection, the term "financial institution" means a
1688	financial institution as defined in s. 655.005(1)(h).
1689	Section 35.  Paragraph (a) of subsection (1) of section
1690	440.20, Florida Statutes, is amended to read:
1691	440.20  Time for payment of compensation and medical bills;
1692	penalties for late payment.-
1693	(1)(a)  Unless the carrier it denies compensability or
1694	entitlement to benefits, the carrier shall pay compensation
1695	directly to the employee as required by ss. 440.14, 440.15, and
1696	440.16, in accordance with those the obligations set forth in
1697	such sections. If authorized by the employee, the carrier's
1698	obligation to pay compensation directly to the employee is
1699	satisfied when the carrier directly deposits, by electronic
1700	transfer or other means, compensation into the employee's
1701	account at a financial institution. As used in this paragraph,
1702	the term "financial institution" means a financial institution
1703	as defined in s. 655.005(1)(h). Compensation by direct deposit
1704	is considered paid on the date the funds become available for
1705	withdrawal by the employee.
1706	Section 36.  Paragraph (c) of subsection (2) of section
1707	445.051, Florida Statutes, is amended to read:
1708	445.051  Individual development accounts.-
1709	(2)  As used in this section, the term:
1710	(c)  "Financial institution" has the same meaning means a
1711	financial institution as defined in s. 655.005(1)(h).
1712	Section 37.  Subsection (18) of section 489.503, Florida
1713	Statutes, is amended to read:
1714	489.503  Exemptions.-This part does not apply to:
1715	(18)  The monitoring of an alarm system by a direct
1716	employee of any state or federally chartered financial
1717	institution, as defined in s. 655.005(1)(h), or any parent,
1718	affiliate, or subsidiary thereof, so long as:
1719	(a)  The institution is subject to, and in compliance with,
1720	s. 3 of the Federal Bank Protection Act of 1968, 12 U.S.C. s.
1721	1882;
1722	(b)  The alarm system is in compliance with all applicable
1723	firesafety standards as set forth in chapter 633; and
1724	(c)  The monitoring is limited to an alarm system
1725	associated with:
1726	1.  The commercial property where banking operations are
1727	housed or where other operations are conducted by a state or
1728	federally chartered financial institution, as defined in s.
1729	655.005(1)(h), or any parent, affiliate, or subsidiary thereof;
1730	or
1731	2.  The private property occupied by the institution's
1732	executive officers, as defined in s. 655.005(1)(f),
1733
1734	and does not otherwise extend to the monitoring of residential
1735	systems.
1736	Section 38.  Paragraph (b) of subsection (15) of section
1737	501.005, Florida Statutes, is amended to read:
1738	501.005  Consumer report security freeze.-
1739	(15)  The provisions of this section do not apply to the
1740	following entities:
1741	(b)  A deposit account information service company that,
1742	which issues reports regarding account closures due to fraud,
1743	substantial overdrafts, automatic teller machine abuse, or
1744	similar negative information regarding a consumer to an
1745	inquiring banks or other financial institution as defined in s.
1746	655.005 institutions for use only in reviewing a consumer
1747	request for a deposit account at the inquiring bank or financial
1748	institution, as defined in s. 655.005(1)(g) or (h), or in
1749	federal law.
1750	Section 39.  Paragraph (d) of subsection (2) of section
1751	501.165, Florida Statutes, is amended to read:
1752	501.165  Automatic renewal of service contracts.-
1753	(2)  SERVICE CONTRACTS WITH AUTOMATIC RENEWAL PROVISIONS.-
1754	(d)  This subsection does not apply to:
1755	1.  A financial institution as defined in s. 655.005(1)(h)
1756	or any depository institution as defined in 12 U.S.C. s.
1757	1813(c)(2).
1758	2.  A foreign bank maintaining a branch or agency licensed
1759	under the laws of any state of the United States.
1760	3.  Any subsidiary or affiliate of an entity described in
1761	subparagraph 1. or subparagraph 2.
1762	4.  A health studio as defined in s. 501.0125(1).
1763	5.  Any entity licensed under chapter 624, chapter 627,
1764	chapter 634, chapter 636, or chapter 641.
1765	6.  Any electric utility as defined in s. 366.02(2).
1766	7.  Any private company as defined in s. 180.05 providing
1767	services described in chapter 180 which that is competing
1768	against a governmental entity or has a governmental entity
1769	providing billing services on its behalf.
1770	Section 40.  Paragraph (r) of subsection (1) of section
1771	624.605, Florida Statutes, is amended to read:
1772	624.605  "Casualty insurance" defined.-
1773	(1)  "Casualty insurance" includes:
1774	(r)  Insurance for debt cancellation products.-Insurance
1775	that a creditor may purchase against the risk of financial loss
1776	from the use of debt cancellation products with consumer loans
1777	or leases or retail installment contracts. Insurance for debt
1778	cancellation products is not liability insurance but is shall be
1779	considered credit insurance only for the purposes of s.
1780	631.52(4).
1781	1.  For purposes of this paragraph, the term "debt
1782	cancellation products" means loan, lease, or retail installment
1783	contract terms, or modifications to loan, lease, or retail
1784	installment contracts, under which a creditor agrees to cancel
1785	or suspend all or part of a customer's obligation to make
1786	payments upon the occurrence of specified events and includes,
1787	but is not limited to, debt cancellation contracts, debt
1788	suspension agreements, and guaranteed asset protection
1789	contracts. However, the term "debt cancellation products" does
1790	not include title insurance as defined in s. 624.608.
1791	2.  Debt cancellation products may be offered by financial
1792	institutions, as defined in s. 655.005(1)(h), insured depository
1793	institutions as defined in 12 U.S.C. s. 1813(c), and
1794	subsidiaries of such institutions, as provided in the financial
1795	institutions codes; by sellers as defined in s. 721.05, or by
1796	the parents, subsidiaries, or affiliated entities of sellers, in
1797	connection with the sale of timeshare interests; or by other
1798	business entities as may be specifically authorized by law, and
1799	such products are shall not constitute insurance for purposes of
1800	the Florida Insurance Code.
1801	Section 41.  Paragraph (g) of subsection (1) of section
1802	626.321, Florida Statutes, is amended to read:
1803	626.321  Limited licenses.-
1804	(1)  The department shall issue to a qualified individual,
1805	or a qualified individual or entity under paragraphs (c), (d),
1806	(e), and (i), a license as agent authorized to transact a
1807	limited class of business in any of the following categories:
1808	(g)  Credit property insurance.-A license covering only
1809	credit property insurance may be issued to any individual except
1810	an individual employed by or associated with a lending or
1811	financial institution as defined in s. 655.005(1)(g), (h), or
1812	(p) and authorized to sell such insurance only with respect to a
1813	borrower or debtor, not to exceed the amount of the loan.
1814	Section 42.  Subsection (4) of section 626.730, Florida
1815	Statutes, is amended to read:
1816	626.730  Purpose of license.-
1817	(4)  This section does not shall not be deemed to prohibit
1818	the licensing under a limited license as to motor vehicle
1819	physical damage and mechanical breakdown insurance or the
1820	licensing under a limited license for credit property insurance
1821	of any person employed by or associated with a motor vehicle
1822	sales or financing agency, a retail sales establishment, or a
1823	consumer loan office, other than a consumer loan office owned by
1824	or affiliated with a financial institution as defined in s.
1825	655.005(1)(g), (h), or (p), with respect to insurance of the
1826	interest of such agency in a motor vehicle sold or financed by
1827	it or in personal property if when used as collateral for a
1828	loan. This section does not apply with respect to the interest
1829	of a real estate mortgagee in or as to insurance covering such
1830	interest or in the real estate subject to such mortgage.
1831	Section 43.  Section 626.9885, Florida Statutes, is amended
1832	to read:
1833	626.9885  Financial institutions conducting insurance
1834	transactions.-A financial institution, as defined in s.
1835	655.005(1)(g), (h), or (p), may conduct insurance transactions
1836	only through Florida-licensed insurance agents representing
1837	Florida-authorized insurers or representing Florida-eligible
1838	surplus lines insurers.
1839	Section 44.  This act shall take effect July 1, 2011.

CODING: Words stricken are deletions; words underlined are additions.