4052                                                       VETOES

(C) THE PLAN OF REORGANIZATION SHALL PROVIDE THAT;

(1) A SUBSIDIARY SAVINGS BANK SHALL BE INCORPORATED
PURSUANT TO SUBTITLE 9 OF THIS TITLE;

(2) THE SAVINGS BANK SHALL TRANSFER A SUBSTANTIAL
PART OF ITS ASSETS TO THE SUBSIDIARY SAVINGS BANK AND THE
SUBSIDIARY SAVINGS BANK SHALL ASSUME A SUBSTANTIAL PART OF THE
SAVINGS BANK'S LIABILITIES, INCLUDING ALL DEPOSITORY LIABILITIES;

(3) AS A RESULT OF THE REORGANIZATION OF THE SAVINGS
BANK INTO A MUTUAL HOLDING COMPANY, THE MUTUAL HOLDING COMPANY
SHALL HOLD ALL OF THE STOCK OF THE SUBSIDIARY SAVINGS BANK; AND

(4) AFTER TRANSFER AND ASSUMPTION, PERSONS WITH PRIOR
CORRESPONDING RIGHTS AS DEPOSITORS OR CREDITORS AGAINST A SAVINGS
BANK SHALL HAVE THE SAME RIGHTS WITH RESPECT TO THE MUTUAL
HOLDING COMPANY AND THE SUBSIDIARY SAVINGS BANK.

(D) THE PLAN OF REORGANIZATION :

(1) MAY CONTAIN ANY OTHER PROVISION NOT INCONSISTENT
WITH LAW; AND

(2) SHALL SET FORTH THE NECESSARY CORPORATE STEPS FOR
THE SAVINGS BANK TO REORGANIZE INTO A MUTUAL HOLDING COMPANY,
INCLUDING:

(I) ALL REQUIRED CHARTER AMENDMENTS; AND

(II) A DESCRIPTION OF THE CORPORATE MANAGEMENT
OF THE REORGANIZED MUTUAL HOLDING COMPANY.

(E) (1) EXCEPT AS PROVIDED IN SUBSECTION (F) OF THIS
SECTION, THE BANK COMMISSIONER SHALL PUBLISH A NOTICE OF FILING
OF THE APPLICATION FOR APPROVAL OF THE PLAN OF REORGANIZATION.

(2) THE NOTICE OF FILING OF APPLICATION SHALL BE
PUBLISHED IN THE MARYLAND REGISTER AS PROVIDED IN THE STATE
DOCUMENTS LAWS.

(F) SUBJECT TO CONFIRMATION BY THE SECRETARY OF LICENSING
AND REGULATION, THE BANK COMMISSIONER MAY APPROVE AN APPLICATION
WITHOUT PUBLICATION OF THE NOTICE OF FILING OF APPLICATION IN THE
MARYLAND REGISTER IF;

(1) THE FINANCIAL CONDITION OR STABILITY OF ONE OF
THE PARTIES TO THE PROPOSED REORGANIZATION IS SUCH THAT A DELAY
OF THE PROPOSED REORGANIZATION WILL CAUSE AN ECONOMIC HARDSHIP TO
THE PARTY; AND

(2) APPROVAL OF THE APPLICATION IS IN THE PUBLIC
INTEREST.

4-803.