Conversions in Connection with Other Corporate Changes.

(1) A bank may convert to stock form, pursuant to 209 CMR 33.00, as part of a transaction in which a holding company is organized to acquire upon issuance all of the capital stock of the converted bank. In such a transaction, eligible account holders, and supplemental eligible account holders if applicable, shall receive, without payment, nontransferable rights to purchase the capital stock of the newly formed holding company, in accordance with 209 CMR 33.00, in lieu of all the capital stock of the converting bank and all of the shares of the capital stock of the holding company not purchased in the subscription offering shall 10/2/98 (Effective 9/4/98) - corrected be sold in a public offering through an underwriter and/or directly by the holding company in a direct community offering, subject to the applicant demonstrating to the commissioner the feasibility of the method of sale and to such conditions as are provided in the plan of conversion, including, but not limited to those specified in 209 CMR 33.05(6). The total price at which the capital stock shall be sold shall be based upon an appraisal, as provided for in 209 CMR 33.00. Unless clearly inapplicable or waived by the commissioner, all of the requirements of 209 CMR 33.01 through 33.12 shall apply to a conversion under 209 CMR 33.09. (2) For a period of three years subsequent to a conversion made pursuant to 209 CMR 33.00, no converted bank nor any other bank, corporation, person or associate merging with or acquiring more than 10% of the shares of the converted bank shall make any agreements substantially changing any terms or conditions of compensation, office or employment of a converted bank's directors or officers directly attributable to any purchase or acquisition of shares or merger or any proposed purchase or acquisition of shares or proposed merger without the express vote of the holders of more than 2/3 of each class of capital stock of the converted bank voting at a meeting called for that purpose or at the annual meeting. 209 CMR 33.09 does not prohibit the converted bank from promoting, demoting, transferring or dismissing personnel nor does it include employment contracts, stock options or other employment arrangements or incentives not adopted in connection With the transactions described in the preceding sentence.