Section 2. Except with the prior written approval of the board of bank incorporation (1) no company shall become a bank holding company; (2) no bank holding company owning, controlling or holding with the power to vote, directly or indirectly, twenty-five per centum or more of the voting stock of each of two or more banking institutions or, in the case of a bank holding company which is itself a banking institution owning, controlling or holding with power to vote, directly or indirectly, twenty-five per centum or more of the voting stock of one or more banking institutions shall (a) acquire direct or indirect ownership or control of any additional voting stock in any such banking institution, or (b) acquire direct or indirect ownership or control of any voting stock in any other banking institution if, after such acquisition, such bank holding company will, directly or indirectly, own or control more than five per centum of the voting stock thereof; (3) no bank holding company or affiliate thereof, other than a banking institution, shall acquire all or substantially all of the assets of a banking institution; and (4) no bank holding company shall merge or consolidate with any other bank holding company. Notwithstanding the foregoing, no approval shall be given under clauses (1), (2), (3) and (4) if the bank to be acquired has been in existence for a period of less than three years, or if as a result thereof, any such bank holding company would hold or control in excess of thirty percent of the total deposits, exclusive of foreign deposits, of all depository institutions in the commonwealth insured by the Federal Deposit Insurance Corporation, or any successor corporation thereto; provided, however, that the commissioner may waive either said age requirement or concentration limit, or both, if it is deemed that economic conditions warrant granting such waiver.

Notwithstanding the provisions of this section, an out-of-state bank holding company, with the prior written approval of the board of bank incorporation, may establish or acquire direct or indirect ownership or control of more than five percent of the voting stock of one or more banking institutions or bank holding companies; provided, however, that the laws of the state in which operations of the subsidiary banks of such out-of-state bank holding company are principally conducted expressly authorize, under conditions no more restrictive than those imposed by the laws of the commonwealth as determined by the commissioner, the establishment or the acquisition of direct or indirect ownership or control of more than five percent of the voting stock of banks, or companies controlling one or more banks in that state, by bank holding companies whose banking institutions principally conduct their operations in the commonwealth; and provided, further, that any such acquisition or merger shall not be allowed if the bank to be acquired has been in existence for a period of less than three years, or if as a result thereof, the out-of-state bank holding company would hold or control in excess of thirty percent of the total deposits, exclusive of foreign deposits, of depository institutions in the commonwealth insured by the Federal Deposit Insurance Corporation, or any successor corporation thereto; provided, however, that the commissioner may waive either said age requirement or concentration limit, or both, if it is deemed that economic conditions warrant granting such waiver. Any such establishment or acquisition or merger by an out-of-state bank holding company shall be effected in accordance with the laws of the commonwealth which are applicable to such activities carried out by bank holding companies. For the purposes of this section, the term ''out-of-state bank holding company'' shall have the same meaning as set forth in the Bank Holding Company Act of 1956 12 USC 1841 et seq.

For the purposes of this section, the term ''foreign deposits'' shall mean deposits received in a foreign country and deposits in Edge and Agreement subsidiaries and international banking facilities.