Approval of merger by directors and merger agreement

Where there is to be a resulting state bank, the board of directors of each constituent bank or savings association shall, by a majority of the entire board, approve a merger agreement which shall contain: 1. The name of each constituent bank or savings association and the location of each office; 2. With respect to the resulting bank the name and the location of each proposed office; the name and residence of each director to serve until the next annual meeting of the stockholders; the name and residence of each officer; the amount of capital, the number of shares and the par value of each share; whether preferred stock is to be issued and the amount, terms and preferences; the amendments to the charter and bylaws; 3. The terms for the exchange of shares of the constituent banks or savings associations for those of the resulting bank; 4. A statement that the merger and the merger agreement are subject to approval by the Board and by the stockholders of each constituent bank or savings association; 5. Provisions governing the manner of disposing of the shares of the resulting state bank not taken by dissenting shareholders of constituent banks or savings associations; and 6. Such other provisions as the Board requires to enable it to discharge its duties with respect to the merger.