                                 CODE OF VIRGINIA

CONVERSION OF FEDERAL FINANCIAL INSTITUTION INTO STATE SAVINGS INSTITUTION OR
STATE BANK (§ 6.2-1142)

A. A federal financial institution doing business in the Commonwealth may become
a state savings institution, and such a federal financial institution that is a
stock institution may become a state bank, as follows:

   1. In either case, the federal financial institution shall take such action as
   will under federal law and regulations terminate its existence as a federal
   financial institution on a specified date;

   2. In the case of a conversion to a state savings institution, the directors
   of the federal financial institution shall organize a corporation under this
   chapter and, if a stock institution, the Virginia Stock Corporation Act
   (&#xA7; 13.1-601 et seq.), or if a mutual savings institution, the Virginia
   Nonstock Corporation Act (&#xA7; 13.1-801 et seq.), and the new corporation
   shall apply for a certificate of authority to do business under &#xA7;
   6.2-1118; and

   3. In the case of a conversion to a state bank, the directors of the federal
   financial institution shall organize a corporation under Chapter 8 (&#xA7;
   6.2-800 et seq.) and the Virginia Stock Corporation Act (&#xA7; 13.1-601 et
   seq.), and the new corporation shall apply for a certificate of authority to
   do business under &#xA7; 6.2-816. If the applicant meets the standards
   established by &#xA7; 6.2-816, the Commission may issue it a certificate of
   authority to begin a banking business. The order shall designate the main
   office of the federal financial institution as the main office of the
   resulting bank, and the resulting bank shall be permitted to operate all
   branch offices of the former federal financial institution. Within one year of
   the date of such a conversion, the resulting bank shall conform its assets and
   operations to the provisions of law regulating the operation of banks. The
   Commission may grant such resulting bank additional one-year periods, not to
   exceed a total of four additional years, in which to conform its assets and
   operations to the provisions of law regulating the operation of banks.

B. The former federal financial institution converting to a state savings
institution or a state bank shall transact no business as a state savings
institution or as a state bank other than that relating to its organization
until its certificate of authority to do business has been granted and its
dissolution as a federal financial institution has become effective.

C. As soon as the certificate of authority to do business has been granted and
its dissolution as a federal financial institution has become effective, all the
property of the federal financial institution shall by operation of law and
without any further act or deed be vested in and become the property of the
state savings institution or state bank. The state savings institution or state
bank shall (i) have, hold and enjoy the same in its own right as fully and to
the same extent as the same was possessed, held or enjoyed by the federal
financial institution and (ii) become, and continue to be, responsible for all
the obligations, duties and agreements of the federal financial institution,
including taxes and other liabilities created by law or incurred by it before
becoming a state savings institution or state bank to the same extent as though
the conversion had not taken place.

D. Upon conversion of a federal financial institution to a state savings bank,
the state savings bank shall have the right to continue to operate all branch
offices then in existence without having to obtain the approval of the
Commission pursuant to &#xA7; 6.2-1133.

HISTORY: Code 1950, §§ 6-201.45, 6-201.46, 6-201.47; 1960, c. 402; 1966, c.
584, §§ 6.1-175, 6.1-176, 6.1-177; 1972, c. 796, §§ 6.1-195.54, 6.1-195.55,
6.1-195.56; 1975, c. 129; 1985, c. 425, §§ 6.1-194.35, 6.1-194.36, 6.1-194.37;
1991, c. 230, §§ 6.1-194.126, 6.1-194.127, 6.1-194.128; 1995, c. 133; 2010, c.
794.