PARRIS N. GLENDENING, Governor                          H.B. 1328

(II)    THE RIGHTS OF ITS STOCKHOLDERS; AND

(III)   THE EFFECT OF THE CONSOLIDATION, MERGER, OR TRANSFER
OF ASSETS ON ITS RIGHTS, FRANCHISES, INTERESTS, AND FIDUCIARY DUTIES; AND

(2) THE LAW OF THE OTHER STATE GOVERNS:

(I)      THE ACTIONS OF THE OTHER-STATE BANK;

(II)    THE RIGHTS OF ITS STOCKHOLDERS; AND

(III) THE EFFECT OF THE CONSOLIDATION, MERGER, OR TRANSFER
OF ASSETS ON ITS RIGHTS, FRANCHISES, INTERESTS, AND FIDUCIARY DUTIES.

3-710.

(a)     The successor shall act promptly to file and record the agreement in the same
manner as required for articles of incorporation.

(b)     ONE OF THE FOLLOWING CERTIFICATES MAY BE RECORDED IN ANY
OFFICE WHERE DEEDS ARE RECORDED TO EVIDENCE THE NEW NAME IN WHICH
THE PROPERTY OF THE CONSTITUENT BANKS IS HELD:

(1)     A certificate of consolidation, merger, or transfer of assets that the Bank
Commissioner issues [, or];

(2)      [a] A certificate that the Comptroller of the Currency of the United
States or the Director of the Office of Thrift Supervision issues to effect a merger or
consolidation in which a national banking association or a federally-chartered savings
bank or savings and loan association is the successor[, may be recorded in any office
where deeds are recorded to evidence the new name in which the property of the
constituent banks is held]; OR

(3)     A CERTIFICATE OF CONSOLIDATION, MERGER, OR TRANSFER OF
ASSETS ISSUED BY THE BANK SUPERVISORY AGENCY OF THE STATE BY WHICH AN
OTHER-STATE BANK IS CHARTERED.

3-712.

(a)     Consummation of a consolidation or merger has the effects provided in this
section.

(b)     The separate existence of each constituent bank, except the successor, ceases.

(c)     (1) The successor shall be considered the same business and corporate
entity as each of the constituent banks and has all of the rights, powers, and duties of each
constituent bank, except:

(i) As limited by the successor's charter or bylaws; and

(ii) As limited by the Bank Commissioner OR THE BANK
SUPERVISORY AGENCY OF THE STATE BY WHICH AN OTHER-STATE BANK IS
CHARTERED under subsection (e) of this section.

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