PARRIS N. GLENDENING, Governor                             Ch. 326

(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.

(2)     Each constituent bank's rights, franchises, and interests in any property
become the property of the successor without any deed, transfer, or other action.

(3)     The successor has the same powers that each constituent bank had as to
any property held in any fiduciary capacity, without any deed, transfer, or other action.
The successor may be removed or replaced as fiduciary in the same manner and to the
same extent as the constituent bank.

(d)     (1) Unless this construction would be unreasonable, any reference to any
constituent bank in any writing, whether executed or taking effect before or after the
consolidation or merger, shall be interpreted as a reference to the successor.

(2) The successor may use the name of any constituent bank if it can do any
act more conveniently under that name.

(e)     If a constituent bank has assets or engages in business activities that do not
conform to the law governing the successor, the [Bank] Commissioner or the bank
supervisory agency of the state by which an other-state bank is chartered may allow a
reasonable time for the successor to conform to that law.

(f)     Unless the [Bank] Commissioner approves, the successor may not carry on its
books an asset received from a constituent bank at a higher value than that on the books
of the constituent bank at the time of the last examination by a State or federal bank
examiner before the effective date of the consolidation or merger.

3-720.

(c)     (1) Within 5 days after the appraisers give the notice of the fair value
determination, a stockholder who is dissatisfied with that value may notify the [Bank]
Commissioner.

(2)     The [ Bank] Commissioner shall have the shares reappraised.

(3)     This reappraisal is final and binding as to the value of the shares of stock
of that stockholder.

(d)     (1) If the appraisal to be made under subsection (b) of this section is not
completed within 90 days after the consolidation, merger, or transfer of assets becomes
effective, the [Bank] Commissioner shall have an appraisal made.

(2) This appraisal is final and binding as to the value of the shares of stock
of all objecting stockholders.

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