§ 411. Conversion of a savings and loan association or federal savings
and loan association into a savings bank. 1. Any savings and loan
association or federal savings and loan association having its place of
business in this state may convert itself into a savings bank upon
receiving the approval of its shareholders and the superintendent as
hereinafter provided. A meeting of the shareholders shall be held upon
not less than twenty 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
and the effect of the proposed conversion upon the shareholders' right
to vote on matters affecting the management of the resulting savings
bank. 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 at least sixty-six and two-thirds per centum in
amount of the book value of all outstanding shares represented at the
meeting, authorize the conversion of such savings and loan association
or federal savings and loan association into a savings bank subject to
the approval of the superintendent as hereinafter provided. 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,
together with a statement setting forth the reasons why the board of
directors believe the conversion would be in the best interests of the
savings and loan association or federal savings and loan association and
the public, and such other information as the superintendent may
require. If the superintendent determines that the proposed conversion
would be in the best interests of the savings and loan association or
federal savings and loan association and the public, he shall so advise
the board of directors of the savings and loan association or federal
savings and loan association and deliver to them his written approval of
the proposed conversion.

3. Upon receiving the superintendent's written approval of the
proposed conversion, there shall be filed with the superintendent, the
organization certificate required by section two hundred thirty of this
chapter, executed by a majority of the directors, and proposed by-laws
as required by section two hundred fifty-one of this chapter.

4. Within sixty days after such filing, or such additional time as the
superintendent may authorize in writing, a federal savings and loan
association proposing to convert to a savings bank pursuant to this
section 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 savings and loan association or federal
savings and loan association, as the case may be, and shall thereupon be
converted into a savings bank, but such savings and loan association or
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 savings and loan association or 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 savings and loan association or federal savings and loan
association, as the case may be, shall immediately by act of law and
without any conveyance or transfer become the property of the savings
bank and the savings bank shall succeed to all the offices, rights,
obligations and relations of such savings and loan association or
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 payments 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 banks, 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.