Ch. 326                                    1996 LAWS OF MARYLAND

9-632.

To convert to a commercial bank, a capital stock savings and loan shall deliver to
the [Bank] Commissioner OF FINANCIAL REGULATION:

(1)     A filing fee of $1,000;

(2)     An application for conversion;

(3)     A certified copy of the resolution of the board of directors that
authorizes the conversion;

(4)     The proposed amended charter and bylaws amendments;

(5)     The proposed notice of the meeting to consider conversion, and the time
and manner in which notice will be given to stockholders;

(6)     The proposed proxy statement;

(7)     The proposed plan of conversion; and

(8)     Any additional documents required by the [ Bank] Commissioner.
9-633.

The [Bank] Commissioner:

(1)     Shall review an application for conversion to a commercial bank;

(2)     Shall determine:

(i) Whether the plan is fair to the stockholders of the converting
association and the general public;

(ii) That insurance of the savings accounts will remain in effect after
the conversion;

(iii) That, after conversion, the commercial bank will be in sound
financial condition and will be soundly managed;

(iv) That conversion will not impair the capital of the association nor
adversely affect the association's operations; and

(v) That no person, member, employee, or otherwise will receive any
inequitable gain or advantage by reason of the conversion;

(3)     May require any changes that are necessary to ensure full disclosure of
all material facts;

(4)     May not issue a certificate of authority to commence business to a
commercial bank unless all the requirements of this article governing a commercial bank
have been met;

(5)     May modify the initial capitalization requirements of the commercial
bank if the [Bank] Commissioner determines that a modification is:

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