(a)

(1) Upon approval by the commissioner:

(A) Banks whose principal offices are located in this state and have been in operation for at least three (3) years may be merged to result in a state bank; or

(B) A national bank may convert into a state bank, except that the action by a national bank shall be taken in the manner prescribed by and shall be subject to limitations and requirements imposed by the laws of the United States, which shall also govern the rights of its dissenting shareholders.

(2) The requirement that both banks be in operation for three (3) years shall not apply if:

(A) Both merging banks have their principal offices in the same county; or

(B) One (1) merging bank was in existence, as defined in § 45-12-102 [repealed], as a bank prior to July 1, 1985, and was located in one (1) of those counties in Tennessee having a population in excess of two hundred thousand (200,000), according to the 1970 federal decennial census, and the other merging bank has been in operation for three (3) years.

(b) Notwithstanding § 45-2-614:

(1) The resulting state bank may create and operate branch banks in any county where the merging banks or any branch of either of the merging banks was located prior to the merger; and

(2) A state bank, whether or not a merging bank, with the approval of the commissioner, may create and operate branch banks in any county where a branch bank, office, or agency of the bank was maintained and operated on April 6, 1925.

(c) Upon approval of the commissioner, a state bank in operation for at least three (3) years shall have the right to merge with an association as defined in § 45-3-104 in operation for at least three (3) years in this state so as to result in a state bank. This part shall govern any merger or consolidation pursuant to this subsection (c). The requirement that both financial institutions be in operation for three (3) years shall not apply if both institutions have their principal offices in the same county. The resulting state bank may create and operate branch banks in accordance with § 45-2-614.