ROBERT L. EHRLICH, JR., Governor                            S.B. 408

4-101.

(d)     "Mutual holding company" means the corporation which holds [all the
shares] MORE THAN 50% OF THE STOCK of a subsidiary savings bank pursuant to a
reorganization under Subtitle 8 of this title.

4-701.

(b)     (1) A savings bank may consolidate with, merge into, or transfer its
assets to any banking institution in this State, any other bank in this State, or any
State or federal savings and loan association in this State if the Commissioner, after
receiving the advice of the Banking Board, gives written consent to the transaction.

(2) A SAVINGS BANK MAY HAVE ANY BANKING INSTITUTION IN THIS
STATE, ANY OTHER BANK IN THIS STATE, OR ANY STATE OR FEDERAL SAVINGS AND
LOAN ASSOCIATION IN THIS STATE MERGE INTO THE SAVINGS BANK IF THE
COMMISSIONER, AFTER RECEIVING THE ADVICE OF THE BANKING BOARD, GIVES
WRITTEN CONSENT TO THE TRANSACTION.

4-802.

(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] MORE THAN 50% 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.

4-803.

(e)     Within 3 months after the application for approval of reorganization is
filed for examination, the Commissioner shall approve or reject the application. The
Commissioner may not approve the application unless the Commissioner determines:

(1) That the plan of reorganization is:

(i) Reasonably required to protect the welfare of the general
economy of this State;

(ii) Not detrimental to the public interest or the savings bank; and

(iii) In compliance with the regulations and conditions that the
Commissioner adopts;

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