                                 CODE OF VIRGINIA

MERGER AND SHARE EXCHANGE BY STATE BANKS (§ 6.2-822)

A. Virginia banks as defined in § 6.2-849 may merge upon compliance with the
provisions of Article 12 (§ 13.1-715.1 et seq.) of the Virginia Stock
Corporation Act. The provisions of:

   1. Section 13.1-716 that relate to a merger with a foreign corporation as
   foreign eligible entity shall not apply, except that the provisions of &#xA7;
   13.1-716 relating to merger shall apply to the merger of a state and a
   national bank if the national bank is engaged in business in Virginia, and if
   the state bank is to be the surviving bank; and

   2. Section 13.1-730 shall not apply to a merger under this section.

B. A national bank shall be treated as if it were a foreign corporation and as
if the United States were the state where it is organized. A bank may enter into
a share exchange, as permitted by &#xA7; 13.1-717, provided there is also
compliance with Chapter 7 (&#xA7; 6.2-700 et seq.). The exclusion in subdivision
G 3 of &#xA7; 6.2-705 shall not apply in the case of such an exchange of shares.

C. In the event of a merger authorized by subsection A or B, the merged
corporation, whether it be one of merging banks, or a new bank formed by means
of such merger, shall without further act or deed succeed to, and be vested with
all offices, rights, obligations and relations of trust or of a fiduciary
nature, including appointments, designations and nominations, existing
immediately prior to the time at which such merger became effective, or then
belonging or pertaining to any one or more of the banks, parties to such merger,
or which would then inure to any one or more of such banks.

D. No state bank resulting from any merger shall do business in the Commonwealth
until it shall have obtained from the Commission a certificate of authority
authorizing it to do so. The provisions of &#xA7; 6.2-816 shall apply to the
issuance, or refusal of the Commission to issue, the certificate herein provided
for, to the same extent as if the merged bank were a new bank.

E. In the case of a merger heretofore or hereafter effected, the surviving or
new bank shall be deemed to have been in actual operation for the period during
which the oldest of the banks involved in the merger has been in actual
operation.

HISTORY: Code 1950, §§ 6-20, 6-21; 1952, c. 571; 1956, c. 433; 1966, c. 584,
§§ 6.1-43, 6.1-44; 1970, c. 536; 1987, c. 423; 1995, c. 301; 2005, c. 765;
2010, c. 794.