                                 CODE OF VIRGINIA

AMENDMENT OF CHARTER AND BYLAWS; CHANGE OF NAME; RETIREMENT AND CANCELLATION OF
STOCK; WHEN MUTUALIZATION EFFECTIVE; ASSETS AND LIABILITIES; OFFICERS AND
DIRECTORS; GENERAL RESTRICTIONS AND POWERS (§ 38.2-1016)

A. Upon acquisition by the trustees of all of the capital stock of the insurer
pursuant to the provisions of this article, the charter of the insurer shall be
amended to reflect its mutualization. The charter may be amended in any other
respect considered necessary by the board of directors and trustees of the
insurer in accordance with the provisions of this article and Article 11 (&#xA7;
13.1-705 et seq.) of Chapter 9 of Title 13.1. Upon the amendment of the charter
of the insurer, the board of directors named in the amendment shall adopt any
changes in the bylaws considered necessary, and the bylaws and any amendments to
them shall be filed with the Commission within thirty days after adoption.

B. As soon as the charter of the insurer has been amended as provided in this
section, the capital stock of the insurer held by the trustees shall be assigned
to the insurer and shall be retired and cancelled. Certification of that action
by the proper officers of the insurer shall be made to the Commission, and the
trustees acting under the plan shall be discharged. The insurer shall then
immediately become a mutual insurer owning all the assets of the converted stock
insurer and subject to all its liabilities.

C. The officers and directors of the insurer named in the amended charter shall
continue as the officers and directors of the mutual insurer until their
successors are duly elected in accordance with the provisions of the amended
charter and the bylaws adopted under it.

D. The converted mutual insurer, except as otherwise provided in this title,
shall be subject to all the general restrictions and have all the general powers
imposed and conferred upon nonstock corporations by law.

HISTORY: 1954, c. 20, § 38.1-495.5; 1956, c. 431; 1986, c. 562.