Dissenting Stockholders

(a)The owner of shares of a territorial bank, (other than the continuing bank) which were voted against a merger to result in a territorial bank, or against the conversion of a territorial bank into a national bank, shall be entitled to receive their value in cash, if and when the merger or conversion becomes effective, upon written demand, made to the resulting territorial or national bank at any time within thirty

(30)days after the effective date of the merger or conversion accompanied by the surrender of the stock certificates. The value of such shares shall be determined, as of the date of the stockholder’s meeting approving the merger or conversion, by three appraisers, one to be selected by the owners of two-thirds of the shares involved, one by the board of directors of the resulting territorial or national bank, and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern. If the appraisal is not complete within ninety

(90)days after the merger or conversion becomes effective the Board shall cause an appraisal to be made.

(b)The expenses of appraisal shall be paid by the resulting bank.

(c)The resulting territorial or national bank may fix an amount which it considers to be not more than the fair market value of the shares of a merging or the converting bank at the time of the stock-holder’s meeting approving the merger or conversion which it will pay dissenting shareholders of that bank entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting territorial or national bank.