5. The commissioner may approve the conversion of a corporation which does not satisfy the capital maintenance requirements set forth in subsection c. of section 4 of this act or which is subject to an outstanding supervisory order, agreement or memorandum of understanding, as provided by subsection d. of section 4 of this act, relating only to its capital condition, or which fails to meet both requirements, when the following requirements, in addition to the requirements set forth in section 4 of this act other than the requirements set forth in subsections c. and d. of section 4 relating to the capital condition of the converting corporation have been met:

a. Simultaneous with the conversion to a capital stock savings bank or bank the converting corporation shall merge with and into or be acquired by, a bank, if the conversion is to a bank; or shall merge with, into or be acquired by a capital stock savings bank if the conversion is to a capital stock savings bank; and

b. The resulting capital stock savings bank or bank immediately after the conversion and merger or acquisition will satisfy all capital maintenance requirements for capital stock savings banks or banks, as the case may be, set forth by the Federal Deposit Insurance Corporation, any other federal regulator and the department.

L.1992,c.184,s.5.