                                 CODE OF VIRGINIA

CERTAIN COMPENSATION NOT PROHIBITED (§ 38.2-212)

A. Nothing contained in &#xA7;&#xA7; 38.2-210 and 38.2-211 shall prohibit any
officer or director of any company listed in &#xA7; 38.2-210 from receiving
usual compensation for services rendered in the ordinary course of his duties as
an officer or director, if the compensation is authorized by vote of the board
of directors or other governing body of the company. Nor shall the provisions of
&#xA7;&#xA7; 38.2-210 and 38.2-211 prohibit the payment to an officer or
director of any such company who is a licensed attorney-at-law of a fee in
connection with loans made by the company if and when those fees are paid by the
borrower and do not constitute a charge against the company.

B. Nothing contained in this chapter shall prohibit a life insurer from making a
loan upon a policy of insurance issued by it and held by the borrower. This loan
shall not exceed the net cash value of the policy. Nothing contained in this
chapter shall prohibit any company from (i) making a loan on real property owned
by the officer and improved with a dwelling that is to serve as his residence if
the loan qualifies under subdivision 1 of &#xA7; 38.2-1434 and under &#xA7;
38.2-1437 or (ii) acquiring the residence of the officer in conformance with
subsection D of &#xA7; 38.2-1441 if the transaction is in connection with the
relocation of the place of employment of an officer who is neither a director
nor a trustee of the company.

C. Nothing contained in &#xA7; 38.2-211 shall prohibit a director of any such
company from receiving compensation that is usual and customary in the
director&#8217;s business with respect to transactions in the ordinary course of
business of the company and of the director. Prior to payment of the
compensation, written request for the Commission&#8217;s approval shall be made.
This written request shall set forth under oath complete details concerning the
transactions that the company intends to conduct with a director. Any approval
given by the Commission shall be in writing. No approval granted under this
subsection shall imply that the Commission approves any investment of any
company.

HISTORY: Code 1950, § 38-4.3; 1952, c. 317, § 38.1-35; 1977, c. 261; 1978, c.
701; 1981, c. 272; 1983, c. 457; 1986, c. 562; 1992, c. 588.