Merger, Consolidation and Transfer

Any two or more domestic associations may be merged into one of such constituent associations, or consolidated into a new association, with or without any dissolution or division of the funds or property of either of them; or any domestic association may transfer its engagements, funds and property in whole or in part to any other domestic association upon such terms as may be agreed by the affirmative vote of at least a majority of their respective directors, ratified in the case of each of the contracting associations, by the vote or written consent of stockholders holding in the aggregate more than two-thirds of the out-standing stock and by the vote or written consent of shareholder holding in the aggregate more than two-thirds in value of the outstanding shares; provided, however, that any such merger, consolidation or transfer must also be approved by the commissioner, and be made in conformity with the provision of law applicable to mergers, consolidations and transfers in the case of, corporations generally; provided further that any such merger, consolidation or transfer shall be approved by and in conformity with the rules and regulations of the Federal Savings and Loan Insurance Corporation. Any one or more domestic associations, and any one or more federal savings and loan associations, may be merged into one of such constituent associations, or consolidated into a new association, domestic or federal, with or without any dissolution or division of the funds or property of any of them; or any domestic association may transfer its engagements, funds and property, in whole or in party, to a federal savings and loan association, or any federal savings and loan association may transfer its engagements, funds and property, in whole or in part, to any domestic association, upon such terms as may be agreed by the affirmative vote of at least a majority of their respective directors, ratified, in the case of the contracting domestic associations by the vote or written consent of stockholders holding in the aggregate more than two-thirds of the outstanding stock and by the vote or written consent of shareholders holding in the aggregate more than two-thirds in value of the outstanding shares, and in the case of a contracting federal savings and loan association by the consent, in writing or by vote, prescribed by COL120106 11 GCAFINANCE & TAXATION CH. 113 ORGANIZATION the laws of the United States and the regulations of the Home Loan Bank Board applicable thereto; provided, however, that any such merger, consolidation or transfer must also be approved by the commissioner, and with respect to any constituent domestic association be made in conformity with the provisions of law applicable to mergers, consolidations and transfers in the case of corporations generally, and with respect to any constituent federal savings and loan association, be made in conformity with the provisions of the laws of the United States, and the rules and regulations of the Home Loan Bank Board applicable to mergers, consolidations and transfers