SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 16,1994
____________Central Fidelity Banks, Inc.________
(Exact name of registrant as specified in charter)
Virginia _ 54-1091649____
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________1021 East Cary Street, Richmond, Virginia 23219_
(Address of principal executive offices) (Zip Code)
___________________(804) 782-4000___________________
(Registrant's telephone number, including area code)
Item 5. Other Events.
During the fourth quarter of 1993 the Registrant entered into a salary
continuation contract with a former executive officer upon his
resignation.
In February, 1994 the Registrant entered into an employment contract
with a current executive officer providing for his employ through 1994
and a consultation arrangement thereafter.
Exhibits
28.1 Contract with Mr. William F. Shumadine, Jr. dated November 29,1993.
28.1 Contract with Mr. J. Carson Quarles dated January 25, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934 the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Central Fidelity Banks, Inc.
(Registrant)
Date: March 16, 1994 /s/ James F. Campbell
James F. Campbell
Senior Vice President & Controller
EXHIBIT 28.1
November 29, 1993
Mr. William F. Shumadine, Jr.
415 Kilmarnock Drive
Richmond, Virginia 23229
Dear Bill:
The following constitutes an agreement (the "Agreement") between
you and Central Fidelity Banks, Inc. (the "Corporation") concerning the
terms and conditions of your separation from employment with the
Corporation effective October 21, 1993 ("Separation Date") and your
consulting relationship with the Corporation for a period of time
thereafter.
I. SALARY CONTINUATION
You will receive regular, periodic salary payments from November
1, 1993 through April 30, 1996 ("Continuation Payments"), based upon an
amount that is equal to two and one-half (2 1/2) times your basic annual
salary on the Separation Date divided into equal semi-monthly
installments over the period, less appropriate authorized deductions.
Continuation Payments will cease upon your death prior to the end of the
period.
II. SUPPLEMENTAL RETIREMENT BENEFIT
You are ineligible to receive benefits under the terms of the
Executive Supplemental Retirement Plan and the Excess Pension Plan.
However, in view of your twenty-seven years of dedicated and
distinguished service to the Corporation, the Board of Directors of the
Corporation has authorized the payment to you of a supplemental
retirement benefit which will include two components.
(a) Beginning at age 55, you will receive $99,886.02 per year for
twenty years, payable in semi-monthly installments. These benefits will
not cease upon your death prior to the end of that period, and you may
designate a beneficiary to receive the unpaid balance of those payments.
(b) You will receive a benefit calculated as if you were an
active participant in the Corporation's pension plan in effect on May 1,
1996 but without regard to any IRS limitations on benefits, specifically
including Sections 415 and 401(a)(17). You will receive this benefit
only in accordance with and at the same time as you commence receiving
vested benefits under the Corporation's pension plan. Benefits
calculated and payable as described above will be offset by actual
payments received from the Corporation's pension plan.
These benefits represent an unsecured promise of payment by the
Corporation. No assets are required to be segregated or set aside for
the purpose of funding these benefits, and even if the Corporation
chooses to "earmark" assets for this purpose, you would have no right,
title, interest in, or claim to those assets. However, you will have
the same coverage as to segregation of assets in the event of a "change
of control" as provided in the Corporation's Executive Supplemental
Retirement Plan.
III. PENSION PLAN
You are currently vested in the Corporation's pension plan but you
will not continue to accrue service after November 1, 1993.
IV. OTHER PLANS
You will continue to participate in the following plans on the
same basis as active employees through the last day of the last month in
which you receive Continuation Payments.
Medical
Life/Accident Insurance
Stock & Thrift Plan and/or Supplemental Stock & Thrift Plan
as permitted by applicable regulations.
V. STOCK OPTIONS
Your Central Fidelity stock options may be exercised at any time
during the 2 1/2 year period of Continuation Payments and for 90 days
thereafter and will expire on July 31, 1996. As of January 21, 1994,
these stock options become non-qualified stock options under Section 422
of the Internal Revenue Code.
VI. CONSULTING, CONFIDENTIALITY AND NON-COMPETITION
For no additional compensation, you agree to make yourself
available for the purpose of consulting with the Corporation from time
to time during the period which you are receiving Continuation Payments.
In is understood that the times on which the Corporation may call upon
you for consultation should be times reasonably convenient for you, but
you are not expected to maintain regular office hours for this purpose.
You agree not to divulge confidential information concerning the
Corporation to anyone unless compelled to do so by legal process.
"Confidential information" means information which is not a matter of
public record, or which is not generally known to members of the general
public, concerning the operations, policies, personnel, employment
practices or business strategies of the Corporation that you learned
during the course of your employment. In addition, you agree to assist
the Corporation and its designated agents in the discussion and
investigation of any matters of which you have knowledge pertaining to
events during your employment with the Corporation. We mutually agree
that both you and the Corporation will not make any disparaging or
derogatory statements about the other party including any remarks about
the directors or officers of the Corporation.
Further, you agree that during the period that Continuation
Payments are made, you will neither seek nor accept an executive or
consulting position with any depository banking organization within
the Commonwealth of Virginia. This restriction upon your employment by
a competitor of the Corporation would not preclude your ownership of
stock in any such competitor or your employment by an investment
management or investment banking organization.
VII. EFFECTIVE DATE AND REPLACEMENT OF PRIOR AGREEMENT
This Agreement is effective in its entirety immediately and
supersedes and replaces all previous employment contracts between you
and the Corporation.
/s/ William F. Shumadine, Jr. December 9, 1993
____________________________ ______________________________
William F. Shumadine, Jr. Date
CENTRAL FIDELITY BANKS, INC.
/s/ Lewis N. Miller, Jr. December 9, 1993
By:_________________________ ______________________________
Lewis N. Miller, Jr. Date
President & Co-CEO
EXHIBIT 28.2
January 25, 1994
Mr. J. Carson Quarles
President, Southwestern Region
Central Fidelity Banks, Inc.
111 Franklin Road
Roanoke, Virginia 24011
Dear Carson:
The following constitutes an agreement (the "Agreement") between
you and Central Fidelity Banks, Inc. (the "Bank") concerning the terms
and conditions of your early retirement from active employment. The
terms and conditions stated herein are in consideration of and
conditional on (1) your agreement to serve on active employment through
December 31, 1994 and (2) your agreement to retire from active
employment effective January 1, 1995.
I. SALARY CONTINUANCE
Your full salary as of date of retirement from active employment
will continue from January 1, 1995 for a period of 24 months
("Continuation Payments"), less appropriate authorized deductions. Your
early retirement will begin on January 1, 1997, the day following the
last day of the last month of Continuation Payments.
II. DEATH AND FORFEITURE
All payments of salary or Continuation Payments shall cease upon
your death during the term of this Agreement. Also, you commit during
the term of this Agreement or the period of Continuation Payments any
act of malfeasance, breach of faith or violation of the Agreement, you
shall forfeit the benefits otherwise provided to you under this
Agreement.
III. PENSION PLAN
You are currently vested in the Bank's pension plan and you will
continue to accrue benefit service for as long as you receive
Continuation Payments.
IV. OTHER PLANS
You will continue to participate in the following plans on the
same basis as active employees through the last day of the last month
during which you receive Continuation Payments.
Medical
Life/Accident Insurance
Stock/Thrift Plan
LTD
V. STOCK OPTIONS
I will recommend to the Board of Directors of the Bank that your
Bank stock options may be executed at any time prior to the expiration
of the maximum period for exercise prescribed in the specific award
agreement.
VI. ADVICE AND CONSULTATION
During the period of Continuation Payments you will provide
advice and consultation as may be required by the Chief Executive
Officer or the Board of Directors of the Bank.
VII. NON-ASSIGNABILITY
During the term of this Agreement and during the period of
Continuation Payments, you will not pledge or assign any portion of the
benefits which are provided for you under the Agreement.
VIII. COVENANT NOT TO COMPETE OR SOLICIT
During the term of this Agreement and during the period of
Continuation Payments, you agree to (1) refrain from entering the employ
or service or otherwise act in aid of the business of any company or
individual which is in the same or similar financial service business of
the Bank within the Commonwealth of Virginia; and (2) refrain from
soliciting Bank business clients or customers; nor will you contact or
solicit employees of the Bank so as to interfere with the employee
relationship between Bank and its employees. Any violation of this
paragraph shall entitle the Bank to an injunction from a court of equity
enjoining you from the continuance of such employment, services or act.
IX. EFFECTIVE DATE AND REPLACEMENT OF PRIOR AGREEMENTS
This Agreement is effective in its entirety immediately upon
execution and supersedes and replaces all previous employment contracts
between you and the Bank.
/s/ J. Carson Quarles February 18, 1994
__________________________________ ____________________
J. Carson Quarles Date
/s/ Carroll L. Saine February 17, 1993
__________________________________ _____________________
Carroll L. Saine Date
