                                 CODE OF VIRGINIA

INCORPORATION BY REFERENCE OF CERTAIN POWERS OF FIDUCIARIES INTO WILL OR TRUST
INSTRUMENT (§ 64.2-105)

A. For purposes of this section:
			&#8220;Environmental law&#8221; means any federal, state, or local law, rule,
regulation, or ordinance relating to protection of the environment or human
health.
			&#8220;Estate&#8221; includes all interests in the real or personal property
of a decedent passing by will or by intestate succession.
			&#8220;Fiduciary&#8221; includes one or more individuals or corporations
having trust powers, and includes the fiduciary of the estate of a decedent and
the trustee of an inter vivos or testamentary trust. Any substitute, added, or
successor fiduciary shall have all of the powers hereby provided for the
fiduciary named in the will or trust instrument.
			&#8220;Hazardous substances&#8221; means any substances defined as hazardous
or toxic or otherwise regulated by any environmental law.

B. The following powers, in addition to all other powers granted by law, may be
incorporated in whole or in part in any will or trust instrument by reference to
this section:

   1. To keep and retain any or all investments and property, real, personal or
   mixed, including stock in the fiduciary, if the fiduciary is a corporation, in
   the same form as they are at the time the investments and property come into
   the custody of the fiduciary, regardless of the character of the investments
   and property, whether they are such as then would be authorized by law for
   investment by fiduciaries, or whether a disproportionately large part of the
   trust or estate remains invested in one or more types of property, for such
   time as the fiduciary deems best, and to dispose of such property by sale,
   exchange, or otherwise as and when such fiduciary deems advisable.

   2. At the discretion of the fiduciary, to receive additions to the estate from
   any source, in cash or in kind, and to hold, administer, and distribute such
   additions as a part of and under the same terms and conditions as the estate
   then currently held.

   3. To sell, assign, exchange, transfer and convey, or otherwise dispose of,
   any or all of the investments and property, real, personal or mixed, that are
   included in, or may at any time become part of the trust or estate upon such
   terms and conditions as the fiduciary, in his absolute discretion, deems
   advisable, at either public or private sale, either for cash or deferred
   payments or other consideration, as the fiduciary determines. For the purpose
   of selling, assigning, exchanging, transferring, or conveying such investments
   and property, the fiduciary has the power to make, execute, acknowledge, and
   deliver any and all instruments of conveyance, deeds of trust, or assignments
   in such form and with warranties and covenants as the fiduciary deems
   expedient and proper; and in the event of any sale, conveyance, exchange, or
   other disposition of any of the trust or estate, the purchaser shall not be
   obligated in any way to see to the application of the purchase money or other
   consideration passing in connection therewith.

   4. To grant, sell, transfer, exchange, purchase, or acquire options of any
   kind on property held by such trust or estate or acquired or to be acquired by
   such trust or estate or held or owned by any other person.

   5. To lease any or all of the real estate that is included in or may at any
   time become a part of the trust or estate upon such terms and conditions as
   the fiduciary in his sole judgment and discretion deems advisable. Any lease
   made by the fiduciary may extend beyond the term of the trust or
   administration of the estate and, for the purpose of leasing such real estate,
   the fiduciary has the power to make, execute, acknowledge, and deliver any and
   all instruments, in such form and with such covenants and warranties as the
   fiduciary deems expedient and proper.

   6. To vote any stocks, bonds, or other securities held by the fiduciary at any
   meeting of stockholders, bondholders, or other security holders, and to
   delegate the power to so vote to attorneys-in-fact or proxies under power of
   attorney, restricted or unrestricted.

   7. To borrow money for such periods of time and upon such terms and conditions
   as to rates, maturities, renewals, and security as to the fiduciary seems
   advisable, including the power to borrow from the fiduciary, if the fiduciary
   is a bank, for the purpose of paying (i) debts, taxes, or other charges
   against the trust or estate or any part thereof and (ii) with prior approval
   of the court for any proper purpose of the trust or estate. The fiduciary has
   the power to mortgage or pledge such portion of the trust or estate as may be
   required to secure such loans and, as maker or endorser, to renew existing
   loans.

   8. To make loans or advancements to the executor or other representative of
   the grantor&#8217;s estate in case such executor or other representative is in
   need of cash with which to pay taxes, claims, or other indebtedness of the
   grantor&#8217;s estate; but no assets acquired from a qualified retirement
   benefit plan under &#xA7; 2039(c) of the Internal Revenue Code shall be used
   to make such loans or advancements, and such assets shall be segregated and
   held separately until all claims against the estate for debts of the decedent
   or claims of administration have been satisfied. Such loans or advancements
   may be secured or unsecured, and the trustee is not liable in any way for any
   loss resulting to the trust or estate by reason of the exercise of this
   authority.

   9. To compromise, adjust, arbitrate, sue on or defend, abandon, or otherwise
   deal with and settle claims in favor of or against the trust or estate as the
   fiduciary deems best, and his decision is conclusive.

   10. To make distributions in cash or in kind or partly in each at valuations
   to be determined by the fiduciary, whose decision as to values shall be
   conclusive.

   11. To repair, alter, improve, renovate, reconstruct, or demolish any of the
   buildings on the real estate held by the fiduciary and to construct such
   buildings and improvements thereon as the fiduciary in his discretion deems
   advisable.

   12. To employ and compensate, out of the principal or income, or both as to
   the fiduciary seems proper, agents, accountants, brokers, attorneys-in-fact,
   attorneys-at-law, tax specialists, licensed real estate brokers, licensed
   salesmen, and other assistants and advisors deemed by the fiduciary to be
   needful for the proper administration of the trust or estate, and to do so
   without liability for any neglect, omission, misconduct, or default of any
   such agent or professional representative provided he was selected and
   retained with reasonable care.

   13. To rely upon any affidavit, certificate, letter, notice, telegram, or
   other paper or upon any telephone conversation believed by the fiduciary to be
   genuine and upon any other evidence believed by the fiduciary to be
   sufficient, and to be protected and held harmless for all payments or
   distributions required to be made hereunder if made in good faith and without
   actual notice or knowledge of the changed condition or status of any person
   receiving payments or other distributions upon a condition.

   14. To retain any interest held by the fiduciary in any business, whether as a
   stockholder or security holder of a corporation, a partner, a sole proprietor,
   or otherwise, for any length of time, without limitations, solely at the risk
   of the trust or estate and without liability on the part of the fiduciary for
   any losses resulting therefrom; including the power to (i) participate in the
   conduct of such business and take or delegate to others discretionary power to
   take any action with respect to its management and affairs that an individual
   could take as the owner of such business, including the voting of stock and
   the determination of any or all questions of policy; (ii) participate in any
   incorporation, reorganization, merger, consolidation, recapitalization, or
   liquidation of the business; (iii) invest additional capital in, subscribe to
   additional stock or securities of, and loan money or credit with or without
   security to, such business out of the trust or estate property; (iv) elect or
   employ as directors, officers, employees, or agents of such business, and
   compensate, any persons, including the fiduciary or a director, officer, or
   agent of the fiduciary; (v) accept as correct financial or other statements
   rendered by the business from time to time as to its conditions and operations
   except when having actual notice to the contrary; (vi) regard the business as
   an entity separate from the trust or estate with no duty to account to any
   court as to its operations; (vii) deal with and act for the business in any
   capacity, including any banking or trust capacity and the loaning of money out
   of the fiduciary&#8217;s own funds, and to be compensated therefor; and (viii)
   sell or liquidate such interest or any part thereof at any time. If any
   business shall be unincorporated, contractual and tort liabilities arising out
   of such business shall be satisfied, first, out of the business, and second,
   out of the trust or estate; but in no event shall there be a liability of the
   fiduciary, and if the fiduciary is held liable, the fiduciary is entitled to
   indemnification from, first, the business, and second, the trust or estate.
   The fiduciary is entitled to such additional compensation as is commensurate
   with the time, effort, and responsibility involved in his performance of
   services with respect to such business. Such compensation for services
   rendered to the business may be paid by the fiduciary from the business or
   from other assets or from both as the fiduciary, in his discretion, determines
   to be advisable; however, the amount of such additional compensation is
   subject to the final approval of the court.

   15. To do all other acts and things not inconsistent with the provisions of
   the will or trust in which these powers are incorporated that the fiduciary
   deems necessary or desirable for the proper management of the trusts herein
   created, in the same manner and to the same extent as an individual could do
   with respect to his own property.

   16. To hold property in the fiduciary&#8217;s name or in the name of nominees.

   17. During the minority, incapacity, or the disability of any beneficiary, and
   in the sole discretion of the fiduciary, to distribute income and principal to
   the beneficiary in any of the following ways: (i) directly to the beneficiary;
   (ii) to a relative, friend, guardian, conservator, or committee, to be
   expended by such person for the education, maintenance, support, or benefit of
   the beneficiary; (iii) by the fiduciary expending the same for the education,
   maintenance, support, or benefit of the beneficiary; (iv) to an adult person
   or bank authorized to exercise trust powers as custodian for a minor
   beneficiary under the Uniform Transfers to Minors Act (&#xA7; 64.2-1900 et
   seq.) to be held by such custodian under the terms of such act; or (v) to an
   adult person or bank authorized to exercise trust powers as custodial trustee
   for a beneficiary who is incapacitated as defined in &#xA7; 64.2-900, under
   the Uniform Custodial Trust Act (&#xA7; 64.2-900 et seq.) to be held as
   custodial trustee under the terms of such act.

   18. To continue and carry on any farming operation transferred to the
   fiduciary and to operate such farms and any other farm which may be acquired,
   including the power to (i) operate the farm with hired labor, tenants, or
   sharecroppers; (ii) hire a farm manager or a professional farm management
   service to supervise the farming operations; (iii) lease or rent the farm for
   cash or for a share of the crops; (iv) purchase or otherwise acquire farm
   machinery, equipment, and livestock; (v) construct, repair, and improve farm
   buildings of all sorts necessary, in the fiduciary&#8217;s judgment, for the
   operation of the farm; (vi) make loans or advances or to obtain loans or
   advances from any source, including the fiduciary at the prevailing rate of
   interest for farm purposes including for production, harvesting, or marketing,
   for the construction, repair, or improvement of farm buildings, or for the
   purchase of farm machinery, equipment, or livestock; (vii) employ approved
   soil conservation practices in order to conserve, improve, and maintain the
   fertility and productivity of the soil; (viii) protect, manage, and improve
   the timber and forest on the farm and sell the timber and forest products when
   it is to the best interest of the estate or trust; (ix) ditch and drain damp
   or wet fields and areas of the farm when needed; (x) engage in livestock
   production, if it is deemed advisable, and to construct such fences and
   buildings and plant such pastures and crops as may be necessary to carry on a
   livestock program; (xi) execute contracts, notes, and chattel mortgages
   relating to agriculture with the Commodity Credit Corporation, the United
   States Secretary of Agriculture, or any other officer or agency of the federal
   or state government, to enter into acreage reduction agreements, to make soil
   conservation commitments, and to do all acts necessary to cooperate with any
   governmental agricultural program; and (xii) in general, employ the methods of
   carrying on the farming operation that are in common use by the community in
   which the farm is located. As the duties that the fiduciary is requested to
   assume with respect to farming operations may considerably enlarge and
   increase the fiduciary&#8217;s usual responsibility and work as fiduciary, the
   fiduciary is entitled to such additional reasonable compensation as is
   commensurate with the time, effort, and responsibility involved in his
   performance of such services.

   19. To purchase and hold life insurance policies on the life of any
   beneficiary, or any person in whom the beneficiary has an insurable interest,
   and pay the premiums thereon out of income or principal as the fiduciary deems
   appropriate; provided, however, that the decision of the beneficiary of any
   trust otherwise meeting the requirements of &#xA7; 2056(b)(5) of the Internal
   Revenue Code of 1954, as amended, shall control in respect to the purchase or
   holding of a life insurance policy by the trustee of such trust.

   20. To make any election, including any election permitted by statutes enacted
   after the date of execution of the will or trust instrument, authorized under
   any law requiring, or relating to the requirement for, payment of any taxes or
   assessments on assets or income of the estate or in connection with any
   fiduciary capacity, regardless of whether any property or income is received
   by or is under the control of the fiduciary, including, elections concerning
   the timing of payment of any such tax or assessment, the valuation of any
   property subject to any such tax or assessment, and the alternative use of
   items of deduction in computing any tax or assessment.

   21. To comply with environmental law:
   				a. To inspect property held by the fiduciary, including interests in sole
   proprietorships, partnerships, or corporations and any assets owned by any
   such business enterprise, for the purpose of determining compliance with
   environmental law affecting such property and to respond to a change in, or
   any actual or threatened violation of, any environmental law affecting
   property held by the fiduciary;
   				b. To take, on behalf of the estate or trust, any action necessary to
   respond to a change in, or prevent, abate, or otherwise remedy any actual or
   threatened violation of, any environmental law affecting property held by the
   fiduciary, either before or after the initiation of an enforcement action by
   any governmental body;
   				c. To refuse to accept property in trust if the fiduciary determines that
   any property to be transferred to the trust either is contaminated by any
   hazardous substance or is being used or has been used for any activity
   directly or indirectly involving any hazardous substance which could result in
   liability to the trust or otherwise impair the value of the assets held
   therein;
   				d. To disclaim any power granted by any document, statute, or rule of law
   that, in the sole discretion of the fiduciary, may cause the fiduciary to
   incur personal liability under any environmental law; and
   				e. To charge the cost of any inspection, review, abatement, response,
   cleanup, or remedial action authorized herein against the income or principal
   of the trust or estate.

   22. To resign as fiduciary if the fiduciary reasonably believes that there is
   or may be a conflict of interest between him in his fiduciary capacity and in
   his individual capacity because of potential claims or liabilities which may
   be asserted against him on behalf of the trust or estate because of the type
   or condition of assets held therein.

C. For the purposes of this section, unless the will or trust instrument
expresses a contrary intention, the incorporation by reference of powers
enumerated by this statute shall refer to those powers existing at the time of
death and reference to powers under the Uniform Gifts to Minors Act in an
instrument executed prior to July 1, 1989, shall be construed to refer to the
Uniform Transfers to Minors Act (&#xA7; 64.2-1900 et seq.).

D. This section shall not be construed to affect the application of the standard
of judgment and care as set forth in the Uniform Prudent Investor Act (&#xA7;
64.2-780 et seq.).

E. In the event that the will or trust instrument contains a provision in favor
of a surviving spouse of the testator or grantor, the powers enumerated in this
section shall not be construed or interpreted to cause the bequest to fail to
qualify for the marital deduction permitted under the federal estate tax law,
unless the will or trust instrument shall specifically provide to the contrary.
A fiduciary acting under a construction or interpretation of a power, where such
action is otherwise reasonable under the circumstances, shall incur no
responsibility for acts taken in good faith that are otherwise thereafter
contended to cause disqualification for the marital deduction. This subsection
applies without regard to when the will or trust was executed or probated or
when the testator died in relation to the effective date of this section or
amendments thereto.

HISTORY: Code 1950, § 64-57.2; 1966, c. 425; 1968, c. 656, § 64.1-57; 1970,
cc. 65, 296; 1972, c. 788; 1973, c. 94; 1974, c. 659; 1976, c. 419; 1982, cc.
525, 549, 551; 1989, c. 736; 1990, c. 782; 1992, c. 584; 1994, c. 476; 1997, c.
801; 1999, cc. 772, 975; 2003, cc. 30, 42, 253; 2012, c. 614.