§ 410. Conversion of a federal savings and loan association into a
state savings and loan association. 1. Any federal savings and loan
association having its place of business in this state may convert
itself into a state savings and loan association. A meeting of the
shareholders shall be held upon not less than ten days' written notice
to each shareholder, either served personally or mailed to him at his
last known address and containing a statement of the time, place and
purpose of such meeting. Proof by affidavit of due service of such
notice shall be filed in the office of the association before or at the
time of such meeting.

2. At such meeting the shareholders may, by vote, in person or by
proxy, of the holders of (a) at least sixty-six and two-thirds per
centum in amount of the book value of all outstanding shares, or (b) at
least seventy-five per centum in amount of the book value of the
outstanding shares represented at the meeting, authorize the conversion
of such federal savings and loan association into a state savings and
loan association. A copy of the minutes of such meeting, verified by the
presiding officer and by the secretary of the meeting, shall be filed in
the office of the superintendent within thirty days after the date of
such meeting.

3. There shall be filed with such copy of the minutes, the
organization certificate required by section three hundred seventy-five
of this article, executed by a majority of the directors, and proposed
by-laws as required by section three hundred seventy-six of this
article. The federal savings and loan association shall also submit a
written plan of conversion to the superintendent, together with an
investigation fee as described pursuant to section eighteen-a of this
chapter.

4. Within sixty days after such filing, the federal savings and loan
association shall take the action prescribed or authorized by the laws
of the United States to effect such conversion and there shall thereupon
be filed in the office of the superintendent a copy of any consent or
authorization required of such federal savings and loan association
pursuant to the laws of the United States to effect such conversion.

5. When the superintendent shall have approved the organization
certificate and the proposed by-laws and shall have issued the
authorization certificate, provided in article two of this chapter, the
association shall cease to be a federal savings and loan association and
shall thereupon be converted into a state savings and loan association,
but such federal savings and loan association shall be deemed to be
continued for the purpose of prosecuting or defending suits and of
enabling it to wind up its affairs as a federal savings and loan
association, and to dispose of and convey its property.

At the time when such conversion becomes effective all the property of
the federal savings and loan association shall immediately by act of law
and without any conveyance or transfer become the property of the state
savings and loan association and the state savings and loan association
shall succeed to all the rights, obligations and relations of the
federal savings and loan association.

6. In the case of a conversion of a federal savings and loan
association, at the time such conversion becomes effective all life
insurance plans, deferred payment plans, option plans, pension plans,
and any similar plans, as well as retirement benefits, death benefits,
disability benefits, and any similar benefit programs, for the benefit
of officers and employees of such federal savings and loan associations
which plans and programs are authorized under the laws of the United
States, shall be deemed to qualify under the banking law,
notwithstanding any provision of the banking law to the contrary;
provided, however, that to the extent any such plan or program is in
violation of any such provision of the banking law with respect to
savings and loan associations, such plan or program shall be deemed to
qualify under the banking law only with respect to those officers and
employees who at the time when such conversion becomes effective (i) are
or have been officers or employees of the converting federal savings and
loan association, and (ii) have acquired a right or interest in such
plan or program which has vested in such officers or employees by
contractual arrangement in effect not less than six months prior to such
conversion or by reason of such officers or employees becoming eligible
and qualified under such plan or program. Notwithstanding the foregoing
provisions of this subdivision, the superintendent is authorized to
withhold his approval of the conversion of a federal savings and loan
association if in his opinion the benefits under such plans or programs
are unduly excessive.