THEODORE R. MCKELDIN, GOVERNOR 53

(6) such other provisions as the Bank Commissioner re-
quires to enable him to discharge his duties with respect to the
merger.

107D. (Approval by the Bank Commissioner; Valuation of
Assets. ) (a) After approval by the board of directors of each
constituent bank, the merger agreement shall be submitted to
the Bank Commissioner for approval, together with certified
copies of the authorizing resolutions of the several boards of
directors showing approval by a majority of the entire board
and evidence of proper action by the board of directors of any
constituent national bank.

(b) Without approval by the Bank Commissioner no asset
shall be carried on the books of the resulting bank at a valua-
tion higher than that on the books of the constituent bank at
the time of the last examination by a state or national bank
examiner before the effective date of the merger.

(c) Within thirty days after receipt by the Bank Commis-
sioner of the papers specified in sub-section (a), the Bank
Commissioner shall approve or disapprove the merger agree-
ment. The Bank Commissioner shall approve the agreement
if it appears that

(1) the resulting state bank meets all the requirements of
state law as to the formation of a new state bank.

(2) the agreement provides an adequate capital structure
including surplus in relation to the deposit liabilities of the
resulting state bank and its other activities which are to con-
tinue or are to be undertaken.

(3) the agreement is fair.

(4) the merger is not contrary to the public interest. If the
Bank Commissioner disapproves an agreement, he shall state
his objections and give an opportunity to the constituent
banks to amend the merger agreement to obviate such ob-
jections.

(d) Where the resulting state bank is not to exercise trust
powers, the Bank Commissioner shall not approve a merger
until satisfied that adequate provision has been made for suc-
cessors to fiduciary positions held by constituent banks.

107E. (Approval by Stockholders; Rights of Dissenters. )

(a) To be effective, a merger must be approved by the stock-
holders of each constituent state bank by a vote of two-thirds
of the outstanding voting stock at a meeting called to con-
sider such action, which vote shall constitute the adoption of