                                 CODE OF VIRGINIA

PAR VALUE OF SHARES; PAYMENT OF SHARES; REACQUISITIONS OF SHARES OR ACCEPTANCE
THEREOF AS SECURITY; HOW SUBSCRIPTIONS TO STOCK TO BE PAID; DISPOSITION OF MONEY
RECEIVED BEFORE INSTITUTION OPENS; STOCK OPTION PLANS (§ 6.2-1117)

A. Shares of stock issued by a stock institution shall be paid for in full in
cash at not less than their par value upon issuance or, in the case of a stock
institution then actively conducting operations, in property or services valued,
with the approval of the Commission, at an amount not less than the aggregate
value of the shares issued in exchange therefor. A stock institution may not
purchase, redeem or otherwise reacquire shares of stock that it has issued and
may not accept its shares of stock as security. A stock institution shall have
the power to redeem or otherwise reacquire shares of its common or preferred
stock to the same extent as commercial banks incorporated under the laws of the
Commonwealth are permitted to do under this title.

B. Subscriptions to the capital stock of a stock institution shall be paid in
money at not less than par. No stock institution shall begin business until the
amount specified in its certificate of authority to commence business has been
received by it.

C. All money received for subscriptions to or for purchases of stock of a stock
institution before it opens for business shall be deposited in an escrow account
in an insured financial institution or invested in United States government
obligations, under the joint control of two organizing directors of the stock
institution, both 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 stock
institution&#8217;s board of directors, shall be remitted to the stock
institution on the day it opens for business. If the stock institution is denied
a certificate of authority, is refused insurance of accounts, or it is otherwise
determined that the stock institution 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 stock institution, individually, jointly and
severally, shall be liable for any failure of the savings institution 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 against the stock institution and one or more of its directors.

D. The requirement that capital stock be paid in money shall not be construed to
prohibit the establishment, as otherwise authorized by law, of stock option
plans and stock purchase plans, and the issuance of stock pursuant to such
plans. Such plans shall be established only after the stock institution has
opened for business. Any such plan with respect to a stock association shall be
established as follows:

   1. The board of directors shall by resolution propose the stock option or
   stock purchase plan. The plan shall describe any effect the adoption of the
   plan is expected to have on the value of issued and outstanding shares of the
   association;

   2. Notice of a meeting of stockholders, stating that the purpose or one of the
   purposes of the meeting is to consider the plan so proposed by the board of
   directors, shall be given to each stockholder of record entitled to vote
   thereon within the time and in the manner provided in Chapter 9 (&#xA7;
   13.1-601 et seq.) of Title 13.1 for giving of notice of meetings of
   stockholders. A copy of the plan shall be included with such notice; and

   3. At such meeting, the plan shall be adopted if approved by the affirmative
   vote of the holders of more than two-thirds of the shares entitled to vote
   thereon.
   				Any such plan with respect to a savings bank shall be adopted if approved
   by a majority vote of the institution&#8217;s shareholders. In no event shall
   such a plan established by a stock savings bank provide that a stock option be
   granted at a price which is less than 100 percent of the book value per share
   of the stock as shown by the stock institution&#8217;s last published
   statement prior to the granting of the option.

HISTORY: Code 1950, § 6-201.12; 1960, c. 402; 1966, c. 584, § 6.1-137; 1972,
c. 796, § 6.1-195.11; 1981, c. 62; 1984, c. 136; 1985, c. 425, § 6.1-194.11;
1991, c. 230, § 6.1-194.113; 2010, c. 794.