HARRY HUGHES, Governor                                          81

(C)  THE DIVISION DIRECTOR MAY APPROVE A VOLUNTARY
SUPERVISORY STOCK CONVERSION ONLY IF:

(1)  THE DIVISION DIRECTOR DETERMINES THAT:

(I)  THE BOARD OF COMMISSIONERS WOULD HAVE
GROUNDS TO SEEK THE APPOINTMENT OF A CONSERVATOR OR RECEIVER
UNDER THIS TITLE;

(II)  NO EQUITY VALUE WOULD BE REALIZED BY THE
SAVINGS AND LOAN ASSOCIATION'S MUTUAL ACCOUNT HOLDERS AFTER
LIQUIDATION OF THE ASSOCIATION;

(III)  SEVERE FINANCIAL CONDITIONS EXIST THAT
THREATEN THE FINANCIAL STABILITY OF THE SAVINGS AND LOAN
ASSOCIATION;

(IV)  THE CONVERSION TO A CAPITAL STOCK FORM IS
LIKELY TO IMPROVE THE FINANCIAL CONDITION OF THE SAVINGS AND LOAN
ASSOCIATION;

(V)  THE ASSOCIATION WILL BE VIABLE AFTER THE
CONVERSION; AND

(VI)  THE APPROVAL OF THE CONVERSION IS NOT
DETRIMENTAL TO THE PUBLIC INTEREST; AND

(2)  THE APPROVAL IMPOSES THE SAME CONDITIONS THAT
FEDERAL LAW REQUIRES OR PERMITS.

(D)  (1) THE BOARD OF COMMISSIONERS MAY ADOPT RULES AND
REGULATIONS FOR A VOLUNTARY SUPERVISORY STOCK CONVERSION,
INCLUDING:

(I)  PROCEDURES FOR APPLICATION AND APPROVAL;
AND

(II)  CONDITIONS FOR APPROVAL OF THE DIVISION
DIRECTOR IN THE FINAL ORDER.

(2) THE BOARD OF COMMISSIONERS MAY APPROVE THE
CHARTERING OF A CAPITAL STOCK CORPORATION BY THE DIVISION
DIRECTOR TO ACQUIRE THE ASSETS OF, OR MERGE WITH, A MUTUAL
ASSOCIATION UNDER THIS SECTION.

(E)  A CONVERSION UNDER THIS SECTION IS NOT SUBJECT TO THE
REQUIREMENTS CONTAINED IN THE FOLLOWING SECTIONS OF THIS TITLE:

(1)  §§ 9-206 THROUGH 9-208, INCLUSIVE;

(2)  §§ 9-216 THROUGH 9-222, INCLUSIVE;

(3)  §§ 9-601 THROUGH 9-609, INCLUSIVE; AND