KRS 286.3-173: Conversion of state bank to or merger with national banking association.

(1) A state bank may convert into, or merge or consolidate with, a national banking

association under the charter of a national banking association in the manner

provided by federal law and without approval of any state authority.

(2) The franchise of a st ate bank as a state bank shall automatically terminate when its

conversion into or its merger or consolidation with a national banking association

under a federal charter is consummated and the resulting national banking

association shall be considered the same business and corporate entity as the state

bank, although as to rights, powers and duties the resulting bank is a national

banking association.

(3) At the time when such conversion, merger or consolidation becomes effective:

(a) All of the property, rights, powers and franchises of the state bank shall vest in

the national banking association and the national banking association shall be

subject to and be deemed to have assumed all of the debts, liabilities,

obligations and duties of the state bank an d to have succeeded to all of its

relationships, fiduciary or otherwise, as fully and to the same extent as if such

property, rights, powers, franchises, debts, liabilities, obligations, duties and

relationships had been originally acquired, incurred or en tered into by the

national banking association;

(b) Any reference to the state bank in any contract, will or document, whether

executed or taking effect before or after the conversion, merger or

consolidation, shall be considered a reference to the nationa l banking

association if not inconsistent with the other provisions of the contract, will or

document;

(c) A pending action or other judicial proceeding to which the state bank is a

party, shall not be deemed to have abated or to have discontinued by reason of

the conversion, merger or consolidation, but may be prosecuted to final

judgment, order or decree in the same manner as if the conversion, merger or

consolidation had not been made; or the national banking association may be

substituted as a party to such action or proceeding, and any judgment, order or

decree may be rendered for or against it that might have been rendered for or

against the state bank if the conversion, merger or consolidation had not

occurred.