Mutual Holding Company Conversions To Stock Form

A mutual holding company may convert to stock form only upon satisfaction of the following conditions: (1) The Plan of Conversion is approved by the board of trustees or directors of the converting mutual holding company. (2) The Plan of Conversion is filed with the Commissioner and the Commissioner has given written approval of the proposed conversion. (3) A Plan of Conversion is approved by the corporators of the mutual holding company or members of its resulting subsidiary banking institution(s) or acquiree subsidiary banking institution(s), pursuant to an offering circular or prospectus which substantially conform to 209 CMR 33.04(1) as determined by and approved in advance by the Commissioner, subject to the following requirements: (a) In the case of a resulting subsidiary banking institution or acquiree subsidiary banking institution which is a savings bank, such Plan of Conversion 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 holding company's bylaws; or (b) In the case of a resulting subsidiary banking institution or acquiree subsidiary banking institution which is a co-operative bank, such Plan of Conversion shall be approved by a majority of its members, present and voting in each case at the annual meeting or at a aspecial meeting called, in accordance with the mutual holding company's bylaws. (4) All necessary regulatory approvals have been obtained and all conditions specified in 209 CMR 33.32 through 33.41 or otherwise imposed by the Commissioner in connection with granting of the approvals specified in 209 CMR 33.34(4) have been satisfied. (5) The Plan of Conversion would not result in any reduction of the converting mutual holding company's assets and net worth; (6) The conversion would not result in a taxable reorganization of the applicant under the Internal Revenue Code of 1986, as amended; (7) Any resulting subsidiary banking institution and acquiree subsidiary banking institution of the converting mutual holding company shall have its accounts insured by the Federal Deposit Insurance Corporation and any excess insurer. 9/4/98