(C) the manner in which the exchange will be carried out; and (4) is submitted to the shareholders of the reorganizing bank at a meeting to be held on the call of the directors in accordance with the procedures prescribed in connection with a merger of a national bank under section 3. (c) RIGHTS OF DISSENTING SHAREHOLDERS.-If, pursuant to this section, a reorganization plan has been approved by the shareholders and the Comptroller, any shareholder of the bank who has voted against the reorganization at the meeting referred to in subsection (b)(4), or has given notice in writing at or prior to that meeting to the presiding officer that the shareholder dissents from the reorganization plan, shall be entitled to receive the value of his or her shares, as provided by section 3 for the merger of a national bank. (d) EFFECT OF REORGANIZATION.-The corporate existence of a national bank that reorganizes in accordance with this section shall not be deemed to have been affected in any way by reason of such reorganization. (e) APPROVAL UNDER THE BANK HOLDING COMPANY ACT.-This section does not affect in any way the applicability of the Bank Holding Company Act of 1956 to a transaction described in subsection (a). SEC. 6. [12 U.S.C. 215a-3] MERGERS AND CONSOLIDATIONS WITH SUBSIDIARIES AND NONBANK AFFILIATES. (a) IN GENERAL.-Upon the approval of the Comptroller, a national bank may merge with one or more of its nonbank subsidiaries or affiliates. (b) SCOPE.-Nothing in this section shall be construed— (1) to affect the applicability of section 18(c) of the Federal Deposit Insurance Act; or (2) to grant a national bank any power or authority that is not permissible for a national bank under other applicable provisions of law. (c) REGULATIONS.-The Comptroller shall promulgate regulations to implement this section. SEC. 7. [12 U.S.C. 215b] As used in this Act, the term (1) "State bank" means any bank, banking association, trust company, savings bank (other than a mutual savings bank), or other banking institution which is engaged in the business of receiving deposits and which is incorporated under the laws of any State, or which is operating under the Code of Law for the District of Columbia (except a national banking association located in the District of Columbia); (2) "State" means the several States and Territories, the Commonwealth of Puerto Rico, the Virgin Islands, and the District of Columbia; (3) "Comptroller" means the Comptroller of the Currency; and (4) "Receiving association" means the national banking association into which one or more national banking associations or one or more State banks, located within the same State, merge. trustee, executor, administrator, registrar of stocks and bands guardian of estates, assignee, receiver, or committee of estates lunatics, or in any other fiduciary capacity, the receiving tion shall be subject to removal by a court of competent jurisdict in the same manner and to the same extent as was such merge bank or banking association prior to the merger. Nothing conte in this section shall be considered to impair in any manne right of any court to remove the receiving association and to point in lieu thereof a substitute trustee, executor, or other fir ciary, except that such right shall not be exercised in such a m ner as to discriminate against national banking associations, shall any receiving association be removed solely because of u fact that it is a national banking association. (g) Stock of the receiving association may be issued as provi by the terms of the merger agreement, free from any preemp rights of the shareholders of the respective merging banks. SEC. 4. [12 U.S.C. 215a-1] INTERSTATE CONSOLIDATIONS AND ME ERS. (a) IN GENERAL.-A national bank may engage in a consolid tion or merger under this Act with an out-of-State bank if the c solidation or merger is approved pursuant to section 44 of the Fe eral Deposit Insurance Act. (b) SCOPE OF APPLICATION.-Subsection (a) shall not app with respect to any consolidation or merger before June 1, 199 unless the home State of each bank involved in the transaction in effect a law described in section 44(a)(3) of the Federal Depos Insurance Act. (c) DEFINITIONS.-The terms "home State" and "out-of-Sta bank" have the same meaning as in section 44(f) of the Federal De posit Insurance Act. SEC. 5. [12 U.S.C. 215a-2] EXPEDITED PROCEDURES FOR CERTAIN (a) IN GENERAL.-A national bank may, with the approval the Comptroller, pursuant to rules and regulations promulgated by the Comptroller, and upon the affirmative vote of the shareholde of such bank owning at least two-thirds of its capital stock ou standing, reorganize so as to become a subsidiary of a bank holding company or of a company that will, upon consummation of such re organization, become a bank holding company. (b) REORGANIZATION PLAN.-A reorganization authorized und subsection (a) shall be carried out in accordance with a reorganite tion plan that (C) the manner in which the exchange will be carried out; and (4) is submitted to the shareholders of the reorganizing k at a meeting to be held on the call of the directors in rdance with the procedures prescribed in connection with erger of a national bank under section 3. RIGHTS OF DISSENTING SHAREHOLDERS.-If, pursuant to this a reorganization plan has been approved by the shareand the Comptroller, any shareholder of the bank who has gainst the reorganization at the meeting referred to in sub(b)(4), or has given notice in writing at or prior to that to the presiding officer that the shareholder dissents from ganization plan, shall be entitled to receive the value of his hares, as provided by section 3 for the merger of a national EFFECT OF REORGANIZATION.-The corporate existence of a bank that reorganizes in accordance with this section shall eemed to have been affected in any way by reason of such zation. APPROVAL UNDER THE BANK HOLDING COMPANY ACT.-This does not affect in any way the applicability of the Bank Company Act of 1956 to a transaction described in suba). 12 U.S.C. 215a-3] MERGERS AND CONSOLIDATIONS WITH SUBSIDIARIES AND NONBANK AFFILIATES. IN GENERAL.-Upon the approval of the Comptroller, a naank may merge with one or more of its nonbank subsidiaffiliates. SCOPE.-Nothing in this section shall be construed (1) to affect the applicability of section 18(c) of the Federal osit Insurance Act; or (2) to grant a national bank any power or authority that ot permissible for a national bank under other applicable isions of law. REGULATIONS.-The Comptroller shall promulgate regulaimplement this section. 7. [12 U.S.C. 215b] As used in this Act, the term (1) "State bank" means any bank, banking association, tcompany, savings bank (other than a mutual savings x), or other banking institution which is engaged in the ness of receiving deposits and which is incorporated under laws of any State, or which is operating under the Code of for the District of Columbia (except a national banking ciation located in the District of Columbia); "tate" means the several States and Territories, the ealth of Puerto Rico, the Virgin Islands, and the Dislumbia; Comptroller" means the Comptroller of the Currency; ssociation" means the national banking |