§ 294.  Conversion  of  mutual  holding  company  into  stock  holding
company.  1. If approved by the superintendent, a mutual holding company
may convert to a  stock  holding  company  in  accordance  with  general
regulations promulgated by the superintendent of financial services.
  2. If approved by the superintendent, the mutual holding company shall
submit  the  plan  of  conversion  to  its  depositors for approval at a
meeting convened for that purpose in accordance with  such  regulations.
The  provisions of paragraphs (a), (b), (c) and (d) of subdivision three
of section two hundred ninety-one of this article shall  apply  to  such
meeting.  For  the  purpose  of  this subdivision, the term "depositors"
shall mean those depositors as of a record date, of a stock savings bank
subsidiary of the mutual holding company which:
  (a) was organized as a  result  of  the  reorganization  of  a  mutual
savings  bank as provided in section two hundred ninety of this article;
and
  (b) has not at any time subsequent to  its  organization  issued  more
than forty-nine per centum of its issued and outstanding common stock to
any  persons  other  than a mutual holding company organized pursuant to
this article or the savings and loan holding company provisions  of  the
Home Owners Loan Act (title twelve United States Code Section 1467a).