Fin. Code, § 4962

(a) A converting depository corporation shall make a plan of conversion, stating:

(1) That the converting depository corporation shall be converted into the resulting depository corporation.

(2) Proposed articles of the resulting depository corporation.

(3) Manner of converting the securities of the converting depository corporation into securities of the resulting depository corporation.

(4) Such other provisions as may be appropriate.

(b) (1) The plan of conversion shall be approved by the board of the converting depository corporation, and the principal terms of the plan of conversion shall be approved by the outstanding shares of the converting depository corporation.

(2) (A) Any amendment to the plan of conversion shall be approved by the board of the converting depository corporation and, if the amendment changes any of the principal terms of the plan of conversion, by the outstanding shares of the converting depository corporation.

(B) If the plan of conversion is amended and if the amendment is approved as required by subparagraph (A), the plan of conversion, as thus amended, shall constitute the plan of conversion.

(3) Any approval of the outstanding shares of the converting depository corporation required by this subdivision may be given before or after the approval of the board of the converting depository corporation.

(c) The board of the converting depository corporation may, in its discretion and without further approval of the outstanding shares, abandon the conversion at any time before the conversion becomes effective.