Okla. Stat. tit. 18, § 18-381.63a

association - Authorization and approval - Assumption of

certificates of deposit - Transfer of fiduciary positions.

A. Any association may sell to any other association, federal

association, national banking association or Oklahoma-chartered bank

all, or substantially all, of the selling association's assets and

business, or all, or substantially all, of the assets and business

of any department or branch of the selling association.

B. Any association, upon assuming the liabilities relating

thereto, may purchase all, or substantially all, of the assets and

business of another association, federal association, national

banking association or Oklahoma-chartered bank, or all, or

substantially all, of the assets and business of any department or

branch of the selling institution.

C. The agreement of purchase and sale shall be authorized and

approved by the boards of directors of the purchasing and selling

institutions, and authorized and approved by the vote of a majority

of the stockholders of the purchasing and selling institutions, or

by a majority vote of the total number of votes of the members

present in person or by proxy, in the case of mutual associations or

mutual federal associations, at meetings called for the purpose and

shall be filed with the State Banking Commissioner accompanied by

evidence of such stockholders' or members' approval in like manner

as plans of merger are filed. Copies of the agreement of purchase

and sale shall be filed with and subject to the approval of the

Commissioner, together with a fee for review of the transaction as

required by rule of the Commissioner, and shall be accompanied by

evidence of approval of such stockholders or members thereof in like

manner as agreements of merger are filed. After such approval is

given by the stockholders or members, a notice of such sale shall be

published once a week for two (2) successive weeks in a newspaper of

Oklahoma Statutes - Title 18. Corporations Page 69

general circulation in the county in which the selling institution

has its main office. Proof of such publication shall be filed with

the Commissioner. The Commissioner may permit the requirement for

publication of notice to be satisfied after the purchase and sale

becomes effective if the Commissioner determines that:

1. The selling institution is solvent, but either is close to

insolvency or is experiencing a run on deposits;

2. The terms of the agreement of purchase and sale are

essentially fair to the selling institution; and

3. The selling institution will remain solvent after the

purchase and sale.

D. Any deposit account which is unconditionally assumed by the

purchasing association pursuant to an agreement approved by the

Commissioner, and which, after a depositor's preexisting accounts at

the purchasing institution are added to the accounts assumed from

the selling institution, is fully covered by the Federal Deposit

Insurance Corporation insurance limits at the purchasing

institution, shall cease to be an obligation of the selling

institution after the purchase and sale becomes effective.

Notwithstanding any term of the purchase and sale agreement or of

the contract of deposit, a deposit account or other creditor's

account shall be deemed to be only conditionally assumed by the

purchasing institution if:

1. The amount of preexisting deposit accounts of a depositor at

the purchasing institution, together with accounts of that depositor

which are assumed from the selling institution, would exceed the

Federal Deposit Insurance Corporation insurance limits of such

purchasing institution; or

2. Claims of a depositor or other creditor against a selling

institution and loans of a depositor from the selling institution

are not simultaneously assumed by the purchasing institution so as

to preserve a right of set-off. Any depositor or creditor of the

selling institution whose business is conditionally sold has the
urance Corporation insurance limits of such

purchasing institution; or

2. Claims of a depositor or other creditor against a selling

institution and loans of a depositor from the selling institution

are not simultaneously assumed by the purchasing institution so as

to preserve a right of set-off. Any depositor or creditor of the

selling institution whose business is conditionally sold has the

right, after such sale:

a. upon payment of any indebtedness owing by the

depositor to the selling institution, to withdraw the

deposit in full from the selling institution on

demand, unless by dealing with the purchasing

institution with knowledge of the purchase the

depositor ratifies the transfer, or

b. to exercise the right to set-off of the depositor,

unless by dealing with the purchasing institution with

knowledge of the purchase the depositor ratifies the

transfer.

E. The agreement of sale may provide for the transfer to the

purchasing institution of all fiduciary positions held by the

selling institution subject to the right of the district court of

Oklahoma Statutes - Title 18. Corporations Page 70

the county in which the selling institution is situated, on petition

of any interested party, to appoint another or succeeding fiduciary

to the positions so transferred. However, the provisions of the

instrument creating the fiduciary position shall control such

succession, if it so provides therein. Until such court appoints

another or succeeding fiduciary, the purchasing institution shall,

if it has qualified, exercise any fiduciary function vested in the

selling institution and the manner of succession of trust powers and

successor trustees shall follow the same procedure as set out in

subsection F of Section 1109 of Title 6 of the Oklahoma Statutes.

F. Except as provided for in subsection D of this section, no

right against or obligation of the selling institution in respect of

the assets or business sold shall be released or impaired by the

sale until one (1) year from the last date of publication of the

notice pursuant to subsection C of this section, but after the

expiration of such year no action can be brought against the selling

institution on account of any deposit, obligation, trust or asset

transferred to or liability assumed by the purchasing association.