CODE OF VIRGINIA

CONTROL SHARE ACQUISITION STATEMENT (§ 13.1-728.4)

Any acquiring person may, after any control share acquisition or before any
proposed one, deliver a control share acquisition statement to the public
corporation at its principal office. The control share acquisition statement
shall set forth all of the following:

   1.  The identity of the acquiring person and each other member of any group of
   which the person is a part for purposes of determining the shares owned or to
   be owned, beneficially, by the acquiring person.

   2.  A statement that the control share acquisition statement is given pursuant
   to this article.

   3.  The number of shares of the issuing public corporation beneficially owned
   by the acquiring person and each other member of the group.

   4.  The range of voting power under which the control share acquisition falls
   or would, if consummated, fall.

   5.  A description in reasonable detail of the terms of the control share
   acquisition or the proposed control share acquisition, including but not
   limited to:
               
               
               
            

      a.  The source of funds or other consideration and the material terms of the
      financial arrangements for the control share acquisition;

      b.  Any plans or proposals of the acquiring person to liquidate the public
      corporation, to sell all or substantially all of its assets, to merge it or
      exchange its shares with any other person, to change the location of its
      principal executive office or a material portion of its business activities,
      to change materially its management or policies of employment, to alter
      materially its relations with suppliers or customers or the communities in
      which it operates, or to make any other material change in its business,
      corporate structure, management or personnel;

      c.  Any plans or proposals of the acquiring person to acquire additional
      shares (including additional shares within the range set forth in the
      statement) or to dispose of any shares; and

      d.  Such other information which could reasonably be expected to affect
      materially the decision of a shareholder with respect to granting voting
      rights to shares acquired or proposed to be acquired in the control share
      acquisition.

   6.  If the control share acquisition has not taken place, representations of
   the acquiring person, together with a statement in reasonable detail of the
   facts upon which they are based, that the control share acquisition, if
   consummated, will not be contrary to law, and that the acquiring person has
   the financial capacity to make the proposed control share acquisition. For
   this purpose, financial capacity shall only be deemed to include (i) cash and
   cash equivalents in excess of normal working capital requirements and (ii)
   funds to be provided under legally binding commitments from financial
   institutions having the capability to advance such funds. If the funds to be
   provided under such commitments are included in the demonstration of financial
   capacity, the control share acquisition statement shall be accompanied by
   complete copies of all such commitments and a written description of all oral
   understandings concerning the terms and conditions of such commitments.

HISTORY: 1989, c. 14; 2005, c. 765.