§ 136. Change of national banking association into state bank by
conversion or merger. 1. A national banking association may convert into
or merge with a state bank under a state charter, provided that the
action taken complies with federal law. Each such conversion or merger
shall be subject to the requirements of this chapter.

2. In the case of each conversion, a written plan of conversion shall
be submitted, in duplicate, to the superintendent. Such plan shall be in
form satisfactory to the superintendent, shall prescribe the terms and
conditions of the conversion and the mode of carrying it into effect and
shall have annexed thereto and forming a part thereof an organization
certificate of the state bank which is to result from the conversion.
Such organization certificate shall be in the form prescribed by section
four thousand one of this chapter with such variations, if any, as shall
be satisfactory to the superintendent. With such plan of conversion
there shall be submitted, in duplicate, to the superintendent a
certificate of the president, secretary or cashier of the national
banking association certifying that all steps have been taken which are
necessary under federal law to the consummation of the conversion. The
superintendent shall approve or disapprove such plan of conversion
within ninety days of such submission thereof to him or her. If the
superintendent shall approve such plan, he or she shall file one
duplicate thereof, together with one duplicate of such certificate
submitted therewith and the original of the approval of the
superintendent, in the office of the superintendent, and the other
duplicate of such plan, together with a duplicate of such certificate
and a duplicate of the superintendent's approval, shall be filed in the
office of the clerk of the county in which the principal office of the
state bank is to be located. Upon such filing in the office of the
superintendent, the conversion shall become effective, unless a later
date is specified in the plan, in which event the conversion shall
become effective upon such later date, and the organization certificate
attached to such plan shall thereafter be the organization certificate
of the state bank for all purposes.

3. In the case of each merger, a written plan of merger shall be
submitted, in duplicate, to the superintendent. Such plan shall be in
form satisfactory to the superintendent and shall prescribe the terms
and conditions of the merger and the mode of carrying it into effect.
Such plan may provide the name to be borne by the state bank, as
receiving corporation, if such name is to be changed. Such plan may also
name the persons who shall constitute the first board of directors of
the state bank after the merger shall have been accomplished, provided
that the number and qualifications of such persons shall be in
accordance with the provisions of this chapter relating to the number
and qualifications of directors of a state bank; or such plan may
provide for a meeting of the stockholders to elect a board of directors
within sixty days after such merger, and may make provision for
conducting the affairs of the state bank meanwhile. With such plan of
merger there shall be submitted, in duplicate, to the superintendent the
following: (a) by the national banking association, a certificate of the
president, secretary or cashier of such association certifying that all
steps have been taken which are necessary under federal law to the
consummation of the merger; (b) by the state bank, a certificate of the
president, secretary or cashier certifying that such plan of merger has
been approved by the board of directors of the state bank by a majority
vote of all the members thereof, that such plan has been submitted to
the stockholders of the state bank at a meeting thereof held upon notice
of at least fifteen days, specifying the time, place and object of such
meeting and addressed to each stockholder at the address appearing upon
the books of the state bank and published at least once a week for two
successive weeks in one newspaper in the county in which the state bank
has its principal place of business, and that such plan of merger has
been approved at such meeting by the vote of the stockholders owning at
least two-thirds in amount of the stock of the state bank, except that
such certificate submitted by the state bank need not certify that such
plan was submitted to or approved by vote of the stockholders of the
state bank if (i) the total assets of the national banking association
do not exceed ten per centum of the total assets of the state bank and
(ii) the plan of merger does not change the name or the authorized
shares of capital stock of the state bank or make or require any other
change or amendment for which the approval or consent of stockholders of
the state bank would be required under provisions of law other than this
section.

4. As used in this section, the term "state bank" means a bank or
trust company. For purposes of merger under this section the term
"national banking association" means one or more national banking
associations.

5. With the written plan of conversion submitted under subdivision two
of this section, there shall be paid to the superintendent an
investigation fee as prescribed pursuant to section eighteen-a of this
chapter, and with the written plan of merger submitted under subdivision
three of this section there shall be paid to the superintendent an
investigation fee as prescribed pursuant to section eighteen-a of this
chapter.