(a) For the purposes of declaring dividends pursuant to Section 14(8)(b) of this Act upon a change in control, if a bank:
         (1) incurs a change in ownership of more than 50% of
its voting stock; and
        (2) has a deficit in its net profits then on hand at
the time of such change in ownership; and
        (3) receives the prior written approval of the
such bank may restate its asset and liability accounts to fair value for the purpose of reorganizing the capital accounts of the bank so that net profits then on hand are restated to zero; provided that in no event may total capital be increased as a result of a capital reorganization made pursuant to this Section.
     (b) A bank may reorganize its capital accounts pursuant to item (3) of subsection (a) of this Section without a change in control to the same extent and in the same manner authorized for national banks, subject to the same limitations and restrictions as are applicable to national banks, upon receiving the prior written approval of the Secretary.