PARRIS N. GLENDENING, Governor                          H.B. 1328

(2) IS NOT CONTROLLED BY A BANK HOLDING COMPANY OTHER THAN
A MARYLAND BANK HOLDING COMPANY.

(O) (1) "OUT-OF-STATE BANK HOLDING COMPANY" MEANS A BANK
HOLDING COMPANY THAT IS NOT A MARYLAND BANK HOLDING COMPANY.

(2) "OUT-OF-STATE BANK HOLDING COMPANY" INCLUDES A FOREIGN
BANK HOLDING COMPANY.

(P) "PRINCIPAL PLACE OF BUSINESS" MEANS THE JURISDICTION IN WHICH
THE TOTAL DEPOSITS OF A BANK HOLDING COMPANY'S BANK SUBSIDIARIES ARE
THE GREATEST.

(Q) "STATE" MEANS ANY STATE, TERRITORY, OR OTHER POSSESSION OF THE
UNITED STATES, INCLUDING THE DISTRICT OF COLUMBIA.

(R) "SUBSIDIARY" HAS THE MEANING STATED IN § 2(D) OF THE BANK
HOLDING COMPANY ACT.

5-902.

THIS SUBTITLE SETS FORTH THE CONDITIONS UNDER WHICH A BANK HOLDING
COMPANY MAY ACQUIRE A MARYLAND BANK OR A MARYLAND BANK HOLDING
COMPANY.

5-903.

(A) EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY FEDERAL LAW, NO
BANK HOLDING COMPANY MAY ACQUIRE A MARYLAND BANK HOLDING COMPANY
OR A MARYLAND BANK WITHOUT THE APPROVAL OF THE COMMISSIONER.

(B) THE PROHIBITION IN SUBSECTION (A) OF THIS SECTION SHALL NOT APPLY
WHERE THE ACQUISITION IS MADE:

(1) SOLELY FOR THE PURPOSE OF FACILITATING AN ACQUISITION
OTHERWISE PERMITTED UNDER THIS SUBTITLE;

(2) IN A TRANSACTION ARRANGED BY THE COMMISSIONER OR
ANOTHER BANK SUPERVISORY AGENCY TO PREVENT THE INSOLVENCY OR CLOSING
OF THE ACQUIRED BANK; OR

(3) IN A TRANSACTION IN WHICH A BANK FORMS ITS OWN BANK
HOLDING COMPANY, IF THE OWNERSHIP RIGHTS OF THE FORMER BANK
SHAREHOLDERS ARE SUBSTANTIALLY SIMILAR TO THOSE OF THE SHAREHOLDERS
OF THE NEW HOLDING COMPANY.

(C) IN A TRANSACTION FOR WHICH THE COMMISSIONER'S APPROVAL IS NOT
REQUIRED UNDER THIS SECTION, THE PARTIES SHALL GIVE WRITTEN NOTICE TO
THE COMMISSIONER AT LEAST 15 DAYS BEFORE THE EFFECTIVE DATE OF THE
ACQUISITION.

5-904.

- 4363 -