A. Stockholder approval. To be effective, a merger must be approved by the stockholders of each constituent state bank or savings association by a majority vote of the outstanding voting stock at a meeting called to consider such action, which vote shall constitute the adoption of the charter and bylaws of the resulting state bank, including the amendments set forth in the merger agreement.

B. Notice requirements. The notice of the meeting of stockholders shall state that dissenting stockholders will be entitled to payment of the value of only those shares which are voted against the approval of the plan. Such notice of the meeting of the stockholders shall be given by publication in a newspaper of general circulation in the place where the principal office of each merging bank or savings association is located, at least once a week for four (4) successive weeks, and by mail, at least fifteen (15) days before the date of the meeting, to each stockholder of record of each merging bank or savings association at the address of the stockholder on the books of the bank or savings association of the stockholder, who has not waived such notice in writing; no notice by publication need be given if written waivers are received from the holders of a majority of the outstanding shares of each class of voting stock.

C. Rights of dissenters and value of shares. The owner of shares which were voted against the approval of the merger shall be entitled to receive their value in cash, if and when the merger becomes effective, upon written demand, made to the resulting state bank at any time within thirty (30) days after the effective date of the merger, accompanied by the surrender of the stock certificates. The value of such shares shall be determined as of the date of the shareholders' meeting approving the merger, by three appraisers, one to be selected by the owners of a majority of the dissenting shares involved, one by the board of directors of the resulting state bank, and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern or, if no agreed value is achieved by at least two of the appraisers, the median valuation shall govern. If the appraisal is not completed within ninety (90) days after the merger becomes effective, the Commissioner shall cause an appraisal to be made, which shall be final and binding on all parties.

D. Appraisal expense. If the valuation of the dissenting shares by the appraisal is the same or less than the amount offered the dissenting stockholder, the expenses of appraisal shall be paid by the dissenting stockholder(s) in the proportion of their share to the total dissenting shares. If the valuation of the dissenting shares by the appraisal is greater than the amount offered the dissenting stockholder, the expenses of appraisal shall be paid by the resulting state bank.

E. Valuation and payment of dissenting shares. The resulting state bank may fix an amount which it considers to be not more than the fair market value of the shares of a constituent bank or savings association at the time of the stockholders' meeting approving the merger, which it will pay dissenting shareholders of that constituent bank or savings association entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting state bank.