Contents of Reorganization Plans

Each Reorganization Plan shall contain a complete description of all significant terms of the proposed reorganization, shall attach and incorporate any Stock Issuance Plan proposed in connection with the Reorganization Plan, and shall: (1) provide for amendment of the Articles of Organization and bylaws of the reorganizing mutual banking institution to read in the form of the Articles of Organization and bylaws of a mutual holding company, and attach and incorporate such Articles of Organization and bylaws; (2) provide for the organization of the resulting subsidiary banking institution, which shall be in the form of a savings bank or co-operative bank in stock form organized pursuant to M.G.L. c. 167H, § 5, and shall attach and incorporate the proposed Articles of Organization and bylaws of such subsidiary banking institution; (3) If the reorganizing mutual banking institution proposes to form a subsidiary holding company, provide for the organization of a subsidiary holding company and attach and incorporate the proposed Articles of Organization or Corporate Charter and bylaws of such subsidiary holding company. Such Articles or Charter and bylaws, and any amendments thereto, shall conform to M.G.L. c. 167H and 209 CMR 33.21 through 33.32, including applicable limitations on powers and investments and shall require the Commissioner's prior written approval. (4) provide for amendment of the Articles of Organization and bylaws of any acquiree subsidiary banking institution to read in the form of the Articles of Organization and bylaws of a state-chartered bank or federal savings association in stock form, and attach and incorporate such Articles of Organization and bylaws; (5) provide that, upon consummation of the reorganization, the substantial part of its assets and liabilities, including all of its deposit liabilities, of the reorganizing mutual banking institution shall be transferred to the resulting subsidiary banking institution, which shall thereupon become an operating subsidiary of the mutual holding company; (6) provide that all assets, rights, obligations, and liabilities of whatever nature of the reorganizing mutual banking institution that are not expressly retained by the mutual holding company shall be deemed transferred to the resulting subsidiary banking institution; (7) provide that each depositor in the reorganizing mutual banking institution or any acquiree subsidiary banking institution immediately prior to the reorganization shall upon consummation of the reorganization receive, without payment, an identical account in the resulting subsidiary banking institution or the acquiree subsidiary banking institution, as the case may be; 9/4/98 (8) provide that the Reorganization Plan as adopted by the boards of trustees or directors of the reorganizing mutual banking institutions and any acquiree subsidiary banking institution may be substantively amended by those boards of trustees or directors as a result of comments from regulatory authorities or otherwise prior to the approval from the corporators of a reorganizing mutual savings bank or members of the reorganizing mutual co-operative bank and any acquiree subsidiary banking institution of the Reorganization Plan and at any time thereafter with the concurrence of the Commissioner; and that the reorganization may be terminated by the board of trustees or directors of the reorganizing mutual banking institution or any acquiree subsidiary banking institution at any time prior to the meeting of the corporators or members of the mutual banking institution called to consider the Reorganization Plan and at any time thereafter with the concurrence of the Commissioner; (9) provide that the Reorganization Plan shall be terminated if not completed within a specified period of time, which shall not be more than 24 months from the date upon which the corporators or members of the reorganizing mutual banking institution or the date upon which the corporators or members of any acquiree subsidiary mutual institution, whichever is earlier, approve the Reorganization Plan and may not be extended by the reorganizing mutual banking institution or acquiree subsidiary banking institution; (10) provide that the mutual holding company shall liquidate under M.G.L. c.167H, § 2, upon the sale or acquisition of its sole subsidiary banking institution to a bank holding company which is not a mutual holding company or to a banking institution which is not a subsidiary banking institution of a mutual holding company; and (11) provide that the expenses incurred in connection with the reorganization shall be reason- able.