                                 CODE OF VIRGINIA

DETERMINATION BY DISINTERESTED DIRECTORS (§ 13.1-726.1)

A majority of the disinterested directors shall have the power to determine for
the purposes of this article:

1. Whether a person is an interested shareholder;

2. The number of voting shares beneficially owned by any person;

3. Whether a person is an affiliate or associate of another;

4. Whether the securities to be issued or transferred by the corporation or any
of its subsidiaries to any interested shareholder have an aggregate fair market
value equal to or greater than five percent of the aggregate fair market value
of all of the outstanding voting shares of the corporation or any of its
subsidiaries as of the determination date; and

5. Whether the assets or amount of indebtedness guaranteed that may be the
subject of any affiliated transaction constitutes more than five percent of the
consolidated net worth of the corporation.

HISTORY: 1988, c. 442.