Membership Rights

(1) Depositors of Resulting Subsidiary Banking Institutions, Acquiree Subsidiary Banking Institutions and Banks In Mutual Form When Acquired. The Articles of Organization or bylaws of a mutual holding company shall: (a) confer upon existing and future depositors of the resulting subsidiary banking institution the same membership rights in the mutual holding company, including liquidation rights in the mutual holding company under M.G.L. c. 167H, § 2, as were conferred upon depositors of the reorganizing mutual banking institution as in effect immediately prior to the reorganization; (b) confer upon existing and future depositors of any acquiree subsidiary banking institution or any bank that is in the mutual form when acquired by the mutual holding company the same membership rights, including liquidation rights under M.G.L. c. 167H § 2, in the mutual holding company as were conferred upon depositors of the acquired subsidiary banking institution immediately prior to acquisition; provided that if the acquired subsidiary banking institution is merged into another subsidiary banking institution from which the mutual holding company draws members, the depositors of the acquired subsidiary banking institution shall receive the same membership rights as the depositors of the subsidiary banking institution into which the acquired subsidiary banking institution is merged. (c) provide that any Stock Issuance Plan under 209 CMR 33.27, which is not included as part of a Reorganization Plan, shall require the approval of the corporators of the mutual holding company or members of the subsidiary banking institution or acquiree subsidiary 9/4/98 banking institution, subject to the following requirements: 9/4/98 1. In the case of a subsidiary banking institution which is a savings bank, such Stock Issuance Plan shall be approved by a majority of the total votes of its mutual holding company's corporators and a majority of independent corporators who shall constitute not less than 60% of all corporators, eligible to be cast at the annual meeting or at a special meeting called, in accordance with the mutual banking institution's bylaws; or 2. In the case of a subsidiary banking institution which is a co-operative bank, such Stock Issuance Plan shall be approved by a majority of its members, present and voting in each case at the annual meeting or at a special meeting called, in accordance with the mutual banking institution's bylaws. (2) Depositors of Banks in Stock Form When Acquired. A mutual holding company that acquires a bank in stock form, other than a resulting subsidiary banking institution or an acquiree subsidiary banking institution, shall not confer any membership rights upon the depositors of such stock bank, unless such association is merged into a subsidiary banking institution from which the mutual holding company draws members, in which case the depositors of the stock bank shall receive the same membership rights as other depositors of the subsidiary banking institution into which the stock bank is merged.