                                 CODE OF VIRGINIA

VOTING OF FINANCIAL INSTITUTION STOCK HELD BY ASSOCIATION AS FIDUCIARY; WHEN
ASSOCIATION DISQUALIFIED FROM VOTING (§ 6.2-1091)

A. When voting shares of a financial institution are held by an association in a
trust account, the association may not vote or participate in the voting of any
such shares if the securities held in such fiduciary capacity, together with all
the other voting securities of such financial institution held in a fiduciary
capacity by the association and its affiliates, exceed 25 percent of the
outstanding voting securities of such financial institution. If the voting
securities of any financial institution held by an association in a trust
account, together with all other voting securities of such financial institution
held in a fiduciary capacity by the association and its affiliates, exceed five
percent of the outstanding voting securities of such financial institution, but
less than 25 percent thereof, the association may not vote or participate in the
voting of any such voting securities unless there has been a determination by
the Commissioner that the right to vote such shares does not constitute control
of the particular financial institution in question.

B. If any person is acting as fiduciary, in addition to the association, for the
trust account containing such voting securities, such other fiduciary, if not a
director, officer, or employee of the association or its affiliates, may vote
such shares. If the association is the sole fiduciary for the trust account, the
association may petition an appropriate court for the appointment of a
co-fiduciary for the sole purpose of voting such shares. Such appointment and
qualification may be ex parte, and no prior notice to the beneficiaries of the
trust account shall be required. The court at the time of such qualifications
may relieve the co-fiduciary of any obligation for the giving of security on his
bond. If the appointment of the co-fiduciary is limited to voting such shares,
such order may provide that the co-fiduciary shall not be liable or accountable
in the administration of the trust account, except for the breach of any
fiduciary duty in voting or failing to vote such shares. No director, officer,
or employee of the petitioning association or its affiliates shall be eligible
to be named co-fiduciary under the provisions of this section.

C. The provisions of this section shall also apply in the case of voting shares
of a bank holding company, as defined in 12 U.S.C. &#xA7; 1841, or a savings and
loan holding company held by an association in a fiduciary capacity.

HISTORY: 1984, c. 303, § 6.1-195.88; 2010, c. 794.