KRS 286.3-915: Bank combinations -- Operation of a combined bank as a branch of the

surviving bank -- Transfer of combined bank's main office and branches --

Definitions.

(1) Notwithstanding any other provision of Subtitle 1, 2, or 3 of KRS Chapter 286:

(a) An individual or bank holding company that controls two (2) or more banks in

this state may, from time to time:

1. Combine any or all of the banks into and with any one (1) of the

commonly controlled banks in this state, and thereafter, the surviving

bank shall continue to operate its principal office in this state and may

operate the other authorized offices of the banks so combined as

branches of the surviving bank; or

2. Transfer all of the branches in a county of one (1) of the commonly

controlled banks to any other of the commonly controlled banks in this

state, and thereafter, the bank to which the branches are transferred may

operate the branches as branches of the bank;

(b) 1. Any combination authorized by this subsection shall not require the

approval of the commissioner.

2. On or before thirty (30) days prior to the combination, the proposed

surviving or transferee bank shall notify the commissioner of the

combination.

3. On the effective date of the combination, the charter of any combined

bank organized under the laws of this state shall be surrendered; and

(c) For purposes of this subsection:

1. The term "combine" or "combination" includes a merger or the

acquisition of all or substantially all of the assets of a bank already

controlled by an individual or bank holding company;

2. An individual or bank holding company "controls" a bank if that

individual or company, directly or indirectly, owns, controls, or has the

power to vote at least eighty percent (80%) of the issued and outstanding

voting securities of the bank;

3. "Combined bank" means any bank participating in a combination

authorized by this section other than the surviving bank;

4. "Surviving bank" means a bank into which a combined bank has been

combined;

5. "Bank" includes a national bank and federal savings bank; and

6. "Individual" and "bank holding company" have the same meanings as in

KRS 286.3-900.

(2) (a) The commissioner shall approve the following, if he or she determines that

the public convenience and necessity will be served by the merger,

consolidation, or sale:

1. The merger or consolidation of state banks having their princ ipal offices

in the same county and the operation by the merged or consolidated

corporation of the banks; or

2. The sale of any state bank to, and the purchase thereof by, any other

state bank with its principal office in the same county and the operation

of the bank by the purchasing bank as a branch.

(b) The bank that does not survive the merger or consolidation shall surrender its

charter.