52 LAWS OF MARYLAND [CH. 20

107B. (Merger; With Resulting State or National Bank. )

(a) Upon approval of the Bank Commissioner banks may be
merged with a resulting state bank as hereafter prescribed,
except that the action by a constituent national bank shall be
taken in the manner prescribed by and shall be subject to any
limitations or requirements imposed by any law of the United
States which shall also govern the rights of its dissenting
shareholders.

(b) Nothing in the law of this state shall restrict the right
of a state bank to merge with a resulting national bank and
consent is hereby expressly given to the merger of any state
bank with any national bank pursuant to the provisions of
the laws of the United States. The action to be taken by a
constituent state bank, its rights and liabilities and those of
its shareholders and the effect of the merger on its rights,
franchises and interests, including its rights in every fiduciary
capacity, shall be the same as those prescribed at the time
of the action by the applicable law of the United States and
not by the law of this State. None of the provisions of Section
107C to 107G hereof shall have any application to a merger
with a resulting national bank.

107C. (Merger Agreement. ) Where there is to be a result-
ing state bank, the board of directors of each constituent state
bank shall, by a majority of the entire board, approve a merger
agreement which shall contain

(1) the name of each constituent bank and the location of
each office.

(2) with respect to the resulting bank; (a) the name and
location of each proposed office; (b) the name and residence
of each director to serve until the next annual meeting of the
stockholders; (c) the name and residence of each officer; (d)
the amount of capital, the number of shares and the par value
of each share; (e) whether preferred stock is to be issued and
the amount, terms and preferences; (f) the amendments to
the charter and by-laws.

(3) the terms for the exchange of shares of the constituent
banks for those of the resulting bank.

(4) a statement that the agreement is subject to approval
by the Bank Commissioner and by the stockholders of each con-
stituent bank.

(5) provisions governing the manner of disposing of the
shares of the resulting state bank not taken by dissenting
shareholders of constituent banks.