HARRY HUGHES, Governor

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(II) THE AGGREGATE TOTAL SAVINGS ACCOUNT
LIABILITY IS LESS THAN $450,000,000 BUT GREATER THAN $250,000,000
ON JUNE 1, 1985, AND THE APPROVAL IS:

1. REASONABLY REQUIRED TO PROTECT THE
WELFARE OF THE GENERAL ECONOMY OF THIS STATE AND OF THE ACQUIRED
ASSOCIATION OR ASSOCIATIONS;

2. NOT DETRIMENTAL TO THE PUBLIC INTEREST
OR TO THE ACQUIRED ASSOCIATION OR ASSOCIATIONS;

3. CONSISTENT WITH THE GENERAL NEED FOR
BANKING SERVICES IN THE STATE; AND

4. CONCURRED IN BY THE GOVERNOR;

(3)  EXIGENT CIRCUMSTANCES EXIST SUCH THAT THE PLANNED
ACQUISITION IS NECESSARY TO MAINTAIN THE VIABILITY OR PREVENT THE
PROBABLE FAILURE OF AT LEAST ONE OR MORE OF THE SAVINGS AND LOAN
ASSOCIATIONS TO BE ACQUIRED;

(4)  THE OUT-OF-STATE BANK HOLDING COMPANY HAS
SUFFICIENT FINANCIAL STRENGTH TO ASSUME ITS OBLIGATIONS UNDER
PARAGRAPH (5) OF THIS SUBSECTION;

(5)  THE APPLICATION CONTAINS THE UNCONDITIONAL
UNDERTAKING OF THE OUT-OF-STATE BANK HOLDING COMPANY TO BE BOUND
BY THE PROVISIONS OF § 5-1107 OF THIS SUBTITLE;

(6)  THE COMMERCIAL BANK TO BE FORMED WILL BE A MEMBER
OF THE FEDERAL RESERVE SYSTEM; AND

(7)  THAT, UPON THE COMPLETION OF ANY MERGERS,
CONVERSIONS, OR ACQUISITION TO BE MADE UNDER THE PLAN OF
ACQUISITION, IMMEDIATE ACCESS TO SAVINGS ACCOUNTS BY ACCOUNT
HOLDERS IS PROVIDED SUBJECT TO ANY TERMS AND CONDITIONS GOVERNING
THOSE SAVINGS ACCOUNTS.

(D) (E) (1) EACH MERGER, CONVERSION, OR ACQUISITION TO BE
MADE UNDER THE PLAN OF ACQUISITION:

(I)  EXCEPT AS PROVIDED IN THIS SUBTITLE, SHALL
COMPLY WITH TITLE 3 OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE;

(II)  SHALL BE APPROVED BY THE BOARD OF
DIRECTORS OF EACH COMMERCIAL BANK AND SAVINGS AND LOAN
ASSOCIATION; AND

(III)  SUBJECT TO THE PROVISIONS OF PARAGRAPH
(3) OF THIS SUBSECTION, SHALL BE APPROVED BY A MAJORITY OF ALL
VOTES CAST AT A MEETING OF THE SHAREHOLDERS OR MEMBERS OF EACH
COMMERCIAL BANK OR SAVINGS AND LOAN ASSOCIATION AT WHICH A QUORUM
IS PRESENT REQUIRES APPROVAL BY A MAJORITY VOTE OF THE TOTAL
NUMBER OF VOTES ENTITLED TO BE CAST ON THE MATTER.