Merger Procedure; Resulting Territorial Bank

(a)The board of directors of each merging territorial bank shall, by a majority of the entire board, approve a merger agreement which shall contain:

(1)The name of each merging bank and location of each office. CH. 106 BANKS

(2)With respect to the resulting bank:

(A)its name and the location of the principal and of each additional office which shall not be at places other than pre-existing offices of any merging bank;

(B)the name and residence of each director to serve until the next annual meeting of the stockholders;

(C)the name and residence of each officer;

(D)the amount of capital, the number of shares and the par value of each share;

(E)whether preferred stock is to be issued and the amount, terms, and preferences;

(F)the designation of the continuing bank, the charter of which is to be the charter of the resulting bank, together with the amendments to the continuing charter and to the continuing bylaws.

(3)Provisions governing the manner of converting the shares of the merging banks into shares of the resulting territorial bank.

(4)A statement that the agreement is subject to approval by the Commissioner and by the stockholders of each merging bank.

(5)Provisions governing the manner of disposing of the shares of the resulting territorial bank not taken by dissenting stockholders of merging banks.

(6)Such other provisions as the Commissioner requires to enable it to discharge its duties with respect to the merger,

(b)After approval by the board of directors of each merging territorial bank, the merger agreement shall be submitted to the Commissioner for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any merging national bank.

(c)Within thirty days after receipt by the Commissioner of the papers specified in Subsection (a), the Commissioner shall approve or disapprove the merger agreement, and if no action is taken the agreement shall be deemed approved. The Commissioner shall approve the agreement if it appears that:

(1)The resulting territorial bank meets the requirements of Guam law as to the formation of a new territorial bank.

(2)The agreement provides an adequate capital structure, including surplus, in relation to the deposit liabilities of the resulting territorial bank and its other activities which are to continue or are to be undertaken.

(3)The agreement is fair.

(4)The merger is not contrary to the public interest.

(d)If the Commissioner disapproves an agreement, he shall state his objections and give an opportunity to the merging banks to amend the merger agreement to obviate such objections.