                                 CODE OF VIRGINIA

ISSUANCE OF SHARES; SUBSCRIPTIONS TO STOCK; STOCK OPTION PLANS (§ 6.2-1019)

A. A trust company shall not issue no-par stock. The stock of a trust company
shall be paid for in money at not less than par value, and a trust company shall
not begin business until it has received payment in full of the amounts of
initial capital specified in its certificate of authority.

B. Money received for subscriptions to or purchases of stock of a trust company
before it opens for business shall be deposited in escrow in one or more insured
financial institutions or invested in United States government obligations. Such
funds shall be under the joint control of at least two organizing directors of
the trust company, each of whom shall be bonded for an amount not less than the
total amount of money under their control. Such funds, together with any income
thereon, less such organizational expenses as have been approved by the trust
company&#8217;s board of directors, shall be remitted to the trust company on
the day it opens for business.

C. If the trust company is denied a certificate of authority, or it is otherwise
determined that the trust company will not open for business, such funds, after
payment of any amount owing for expenses in connection with such attempted
organization, including reasonable consulting fees, attorney fees, salaries,
filing fees, and other expenses, shall be refunded to subscribers or
shareholders. The directors of the trust company, individually, jointly, and
severally, shall be liable for any failure of the trust company to refund such
funds to the subscribers or shareholders. This liability may be enforced by a
suit in equity instituted by one or more of the subscribers or stockholders on
behalf of all subscribers or stockholders against the trust company and one or
more of its directors.

D. The requirement that capital stock be paid for in money shall not be
construed to prohibit the establishment, as otherwise authorized by law, of
stock option plans and stock purchase plans, or the issuance of stock pursuant
to such plans. Such plans shall be established only after the trust company has
opened for business and shall be approved by the shareholders of the company in
accordance with applicable provisions of the Virginia Stock Corporation Act
(&#xA7; 13.1-601 et seq.).

HISTORY: 1994, c. 5, § 6.1-32.18:1; 2010, c. 794.