New York Banking Law

Article 3-B
Subsidiary trust companies.

Section 150. Definitions.
        151. Organization of subsidiary trust companies.
        152. Business of subsidiary trust companies; limitation on
               powers.
        153. Offices.
        154. Transfer of fiduciary relationships from affiliated banks
               to subsidiary trust companies.
        155. Applicable laws and regulations.

  S 150. Definitions. 1. "Subsidiary trust company", when used in this
article, means a trust company which is subject to the provisions of
this article.
  2. "Bank holding company" and "subsidiary", when used in this article,
shall each have the same meaning specified in section one hundred
forty-one of this chapter.
  3. "Owning bank holding company", when used in this article with
respect to a subsidiary trust company, means the bank holding company
which owns all of the outstanding voting stock of such subsidiary trust
company.
  4. When used in this article, an "affiliated bank" or "affiliated
trust company" of a subsidiary trust company means any bank or trust
company or national bank which is a subsidiary of the bank holding
company which owns such subsidiary trust company.
  5. "Trust office", when used in this article with respect to a
subsidiary trust company, means an office of the subsidiary trust
company maintained for the purpose of conducting its business.
  6. "Trust officer", when used in this article with respect to a trust
company which is not a subsidiary trust company, means an office
maintained solely for the purpose of conducting business relating to the
exercise of its fiduciary powers.

  S 151. Organization of subsidiary trust companies. A subsidiary trust
company shall be organized in accordance with the provisions of this
chapter relating to the organization of trust companies. All of the
outstanding voting stock of a subsidiary trust company shall be owned by
a bank holding company.

  S 152. Business of subsidiary trust companies; limitation on powers. A
subsidiary trust company shall have all of the powers of and be entitled
to engage in the business of a trust company, provided that a subsidiary
trust company shall not have the power to accept deposits.

  S 153. Offices. Notwithstanding the provisions of sections twenty-nine
and one hundred five of this chapter, (a) a subsidiary trust company may
open and occupy a trust office, including its principal office, at any
one or more locations in the state of New York at which the owning bank
holding company, any affiliated bank, any affiliated savings bank or any
affiliated trust company has a banking office, and (b) an affiliated
trust company may open and occupy a trust office at the location in the
state at which such subsidiary trust company has its principal office. A
subsidiary trust company or an affiliated trust company, as the case may
be, which proposes to open and occupy a trust office pursuant to this
section shall make written application to the superintendent for leave
to do so in the manner provided in section twenty-nine of this chapter
with respect to branch offices and shall pay the investigation fee
specified therein.

  S 154. Transfer of fiduciary relationships from affiliated banks to
subsidiary trust companies. 1. (a) At any time or times after the
issuance to it by the superintendent of the authorization certificate
specified in article two of this chapter, a subsidiary trust company may
apply by verified petition to the supreme court, special term, in and
for the county in which its principal office is located requesting that
it be substituted for each of its affiliated trust companies specified
in the petition (i) in every existing fiduciary capacity designated
therein and (ii) in the case of the first such petition, in every
fiduciary capacity which may take effect after the date of the hearing
provided for below. Each such specified affiliated trust company shall
join in such petition. Notice of the filing of such petition shall be
given prior to the filing thereof to the superintendent.
  (b) Such petition shall indicate the county wherein the principal
office of each affiliated trust company joining in the petition is
located and shall designate each fiduciary relationship existing at the
date thereof with respect to which such subsidiary trust company
requests substitution. Such petition shall additionally set forth, with
regard to each existing fiduciary relationship designated therein, the
name and address last known to the petitioner of each person entitled to
receive notice of hearing thereon, to wit:
  (i) in the case where an affiliated trust company specified in the
petition is acting with one or more cofiduciaries in respect to such
fiduciary relationship, each such cofiduciary; and
  (ii) in the case where the instrument creating such fiduciary
relationship so provides, each person who, alone or together with
others, is empowered to revoke, terminate or amend such instrument or to
remove the corporate fiduciary; and
  (iii) in the case of any fiduciary relationship not specified in
subparagraph (ii) above, each beneficiary currently receiving income and
any other beneficiary interested in the income and any person
presumptively entitled to share in distributions of principal were such
fiduciary relationship terminated at the date of such petition; and
  (iv) in the case of any fiduciary relationship, including those
specified in subparagraphs (i), (ii) and (iii) of this paragraph, which
is an estate of a deceased person or which is a guardianship or
conservatorship, the clerk of the court in which such estate,
guardianship or conservatorship matter is pending, together with a
statement that a notice has been, or is being, given to the persons
specified in such subparagraphs. If any of the persons specified in
subparagraph (i), (ii) or (iii) of this paragraph is an infant or an
incompetent, such notice shall be given to the guardian or committee, as
the case may be, of his property. If any such infant, or incompetent
shall not have a guardian or committee to so represent him, or if any of
the persons specified in subparagraph (i), (ii) or (iii) of this
paragraph is incapacitated, unknown (or a person whose whereabouts are
unknown) or confined as a prisoner in a penal institution, the court
may, in its discretion, appoint one or more guardians ad litem to
represent any one or more of such persons.
	

Article 5-B, Continued . . .

 
  2. When any petition described in subdivision one of this section
shall have been filed, the supreme court for the county where filed
shall enter an order fixing a date and time for hearing thereon, which
date shall not be less than thirty-five days after the filing of the
petition, and approving the form of notice to be given by the petitioner
as hereinafter provided. At least twenty-five days prior to the hearing
date, the petitioner shall cause a copy of such notice to be mailed by
first class mail to each person identified in the petition as being
entitled to receive notice under the provisions of this article, at such
person`s address last known to the petitioner as set forth in the
petition.  In addition, the petitioner shall cause a copy of such notice
to be published at least once a week for three successive weeks
preceding the hearing date, the first such publication to be at least
twenty-five days prior to the hearing date, such publication to be in a
newspaper of general circulation published in each county in which the
principal office of an affiliated trust company specified in the
petition is located, or if in any case there be no such newspaper, then
in a newspaper of general circulation published in a contiguous county.
  3. The notice to be mailed and published with respect to each such
petition shall state (a) the time and place of the hearing thereon, (b)
the name of the subsidiary trust company which has filed the petition,
(c) the name of each affiliated trust company which has joined in such
petition, (d) that the petition requests that the subsidiary trust
company be substituted for each of its affiliated trust companies
specified in the petition in every existing fiduciary capacity
designated therein and, if appropriate, in every fiduciary capacity
which may take effect after such hearing, and (e) that any person to
whom such notice is addressed may file an objection as provided in, and
in accordance with, subdivision four of this section. All costs incurred
in connection with the printing, mailing and publishing of such notice
shall be borne by the petitioner.
  4. Any person entitled to receive notice under the provisions of this
article may, as to the fiduciary relationship by which he is affected,
object to the substitution of the subsidiary trust company as fiduciary.
Any such person wishing to so object must file a written objection to
such substitution, setting forth the reasons therefor, with the clerk of
the court in which the hearing is to be held, and serve a copy thereof
upon the attorney for the petitioner, at least three days before the
date of hearing and must appear at such hearing in person or by
attorney.
  5. On the date fixed for the hearing on such petition, upon making a
determination that notice has been properly given as required by this
section, the said supreme court shall enter an order substituting the
subsidiary trust company for each of its specified affiliated trust
companies in every designated existing fiduciary capacity and, in the
case of the first petition by the petitioner, in every fiduciary
capacity which may take effect thereafter, excepting fiduciary
capacities in any existing relationship with respect to which an
objection has been filed pursuant to and in accordance with subdivision
four of this section; provided, that in the case of a fiduciary
relationship where more than one person would be entitled under this
article to object to substitution of the subsidiary trust company, the
properly made objection by less than all of such persons shall be
considered by the court which shall, in its sole discretion, determine
whether such substitution shall be so ordered. In the case of a
fiduciary relationship in which an objection has been properly made by
any person who is entitled pursuant to this article to object to such
substitution, the court may, in its discretion, determine that the
resignation of the affiliated bank or affiliated trust company will be
accepted in respect of such fiduciary relationship; if the court shall
determine that such resignation will be accepted, it shall enter an
order substituting a different bank, trust company, national bank, or
subsidiary trust company, which shall have given its written consent to
such substitution prior to the entry of such order. In construing the
language of any instrument which is the subject of a proceeding pursuant
to this article, nothing contained herein shall be considered to
abrogate or affect the intent or written language of the instrument
creating the fiduciary relationship.  Upon entry of the court`s order,
the subsidiary trust company shall, without further act, be substituted
in every such fiduciary capacity.
   6. In respect of each fiduciary capacity, existing and future, as to
which substitution has been ordered pursuant to this article, each
designation of a petitioning affiliated trust company as fiduciary in
any capacity contained in any contract, will or other document or
instrument shall be deemed a designation of the subsidiary trust company
substituted for such trust company pursuant to this section. Any grant
in any such contract, will or other document or instrument of any
rights, powers, duties or authorities, whether or not discretionary,
shall be deemed conferred upon the subsidiary trust company deemed
designated as the fiduciary pursuant to this section.
  7. Upon substitution pursuant to this section, each affiliated trust
company shall deliver to the subsidiary trust company all assets held by
such trust company as fiduciary (except assets held in capacities with
respect to which there has been no substitution pursuant to this
section) and upon such substitution all such assets shall become the
property of the subsidiary trust company without the necessity of any
instrument of transfer or conveyance.  A trust company shall account, in
respect of each of its existing fiduciary relationships designated in
the petition and as to which a substitution has been ordered under this
section, for that portion of the accounting period in which such
substitution was ordered ending on the date of such order; thereafter
the subsidiary trust company which has been substituted as fiduciary for
such trust company shall account in respect of each such fiduciary
relationship.  Notwithstanding any provision in this chapter to the
contrary, after a substitution of existing fiduciary capacities pursuant
to this article, an affiliated trust company shall remain jointly liable
with the subsidiary trust company which has been substituted for it in
respect of each of the existing fiduciary relationships as to which such
substitution has been ordered, but such affiliated trust company shall
be entitled to a right of subrogation against such subsidiary trust
company for all amounts paid by such affiliated trust company as a
result of such joint liability.

  S 155. Applicable laws and regulations. To the extent not inconsistent
with provisions of this article, a subsidiary trust company shall be
subject to the laws of the state of New York generally applicable to
trust companies. Nothing in this article shall be deemed to affect in
any way the powers of the banking board to adopt, alter or amend rules
and regulations with respect to trust companies, provided that no such
rule or regulation shall be applicable to a subsidiary trust company to
the extent it is inconsistent with, or purports to limit the powers or
rights of a subsidiary trust company expressly granted by, the
provisions of this article.