As filed with the Securities and Exchange Commission on March 21, 1997.
Registration No. 33-51393
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CENTRAL FIDELITY BANKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1091649
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1021 East Cary Street, Richmond, Virginia 23219
(Address of Principal Executive Offices) (Zip Code)
------------------
CENTRAL FIDELITY BANKS, INC.
1992 COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
William N. Stoyko, Esquire
Corporate Executive Officer and Secretary
Central Fidelity Banks, Inc.
1021 East Cary Street
Richmond, Virginia 23219
(804) 782-4000
(Name, address and telephone
number of agent for service)
With a copy to:
W.H. Schwarzschild, III, Esquire
Robert E. Spicer, Jr., Esquire
Williams, Mullen, Christian & Dobbins
1021 East Cary Street, 16th Floor
Richmond, Virginia 23219
(804) 643-1991
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Restated Articles of Incorporation of Central Fidelity Banks,
Inc., adopted March 14, 1990, incorporated herein by reference
to Exhibit 3.1 to Form 8, dated May 22, 1992, File No. 0-8829.
4.2 Articles of Amendment (to Restated Articles of Incorporation)
of Central Fidelity Banks, Inc., dated May 18, 1993,
incorporated herein by reference to Exhibit 4.4 to Form S-3
Registration Statement, dated August 31, 1994, File No.
33-55311.
4.3 Restated By-Laws of Central Fidelity Banks, Inc., effective
March 14, 1990, as amended September 13, 1995, incorporated
herein by reference to Exhibit 3.2 to Form 8-K, dated
September 21, 1995, File No. 0-8829.
4.4 Amended and Restated Rights Agreement, dated as of November 9,
1994, between Central Fidelity Banks, Inc. and Central
Fidelity National Bank, as Rights Agent, incorporated by
reference to Exhibit 1 to Amendment No. 1 to Registration
Statement on Form 8-A, dated November 18, 1994, File No.
0-8829.
4.5 Form of Common Stock Certificate, incorporated herein by
reference to Exhibit 4.5 to Form S-3 Registration Statement
dated May 27, 1992, File No. 33-48012.
4.6 Central Fidelity Banks, Inc. 1992 Compensation Plan for
Non-Employee Directors, as amended.
24 Powers of Attorney.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Central
Fidelity Banks, Inc., the Registrant, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on this 10th day of March, 1997.
CENTRAL FIDELITY BANKS, INC.
By: /s/ Lewis N. Miller, Jr.
------------------------------------
Lewis N. Miller, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Lewis N. Miller, Jr. Chairman of the Board, March 10, 1997
- --------------------------------------- Chief Executive Officer and Director
Lewis N. Miller, Jr.
/s/ Charles W. Tysinger Corporate Executive Officer March 10, 1997
- --------------------------------------- and Treasurer
Charles W. Tysinger (Principal Financial Officer)
/s/ James F. Campbell Senior Vice President March 10, 1997
- --------------------------------------- and Controller
James F. Campbell (Principal Accounting Officer)
* Director
- ---------------------------------------
James F. Betts
* Director
- ---------------------------------------
Alvin R. Clements
* Director
- ---------------------------------------
Phyllis L. Cothran
* Director
- ---------------------------------------
Jack H. Ferguson
* Director
- ---------------------------------------
Robert L. Freeman
Director
- ---------------------------------------
Thomas R. Glass
Director
- ---------------------------------------
George R. Lewis
* Director
- ---------------------------------------
G. Bruce Miller
* Director
- ---------------------------------------
T. Justin Moore, III
* Director
- ---------------------------------------
Richard L. Morrill
* Director
- ---------------------------------------
Lloyd U. Noland, III
* Director
- ---------------------------------------
William G. Reynolds, Jr.
* Director
- ---------------------------------------
Kenneth S. White
</TABLE>
*William N. Stoyko, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to powers
of attorney duly executed by such persons and filed as an exhibit to this
amendment to the Registration Statement.
Date: March 10, 1997 /s/ William N. Stoyko
--------------------------------------
William N. Stoyko
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
4.1 Restated Articles of Incorporation of Central Fidelity Banks,
Inc., adopted March 14, 1990, incorporated herein by reference
to Exhibit 3.1 to Form 8, dated May 22, 1992, File No. 0-8829.
4.2 Articles of Amendment (to Restated Articles of Incorporation)
of Central Fidelity Banks, Inc., dated May 18, 1993,
incorporated herein by reference to Exhibit 4.4 to Form S-3
Registration Statement, dated August 31, 1994, File No.
33-55311.
4.3 Restated By-Laws of Central Fidelity Banks, Inc., effective
March 14, 1990, as amended September 13, 1995, incorporated
herein by reference to Exhibit 3.2 to Form 8-K, dated
September 21, 1995, File No. 0-8829.
4.4 Amended and Restated Rights Agreement, dated as of November 9,
1994, between Central Fidelity Banks, Inc. and Central
Fidelity National Bank, as Rights Agent, incorporated by
reference to Exhibit 1 to Amendment No. 1 to Registration
Statement on Form 8-A, dated November 18, 1994, File No.
0-8829.
4.5 Form of Common Stock Certificate, incorporated herein by
reference to Exhibit 4.5 to Form S-3 Registration Statement
dated May 27, 1992, File No. 33-48012.
4.6 Central Fidelity Banks, Inc. 1992 Compensation Plan for
Non-Employee Directors, as amended.
24 Powers of Attorney.
Exhibit 4.6
CENTRAL FIDELITY BANKS, INC.
1992 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(As Amended on July 1, 1994 and September 11, 1996)
Section 1. Purposes
The purposes of the Plan are (i) to assist the Company in promoting a
greater identity of interest between the Company's non-employee directors and
its shareholders; and (ii) to afford any or all non-employee directors of the
Company and Central Fidelity Bank the option to defer the receipt of all or part
of their compensation until such future date as they may elect pursuant to the
terms and conditions of the Plan in accordance with Revenue Ruling 71-419,
1971-2 C.B. 220.
Section 2. Definitions
2.1 Definitions. The following words or terms used herein shall
have the following meanings:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Committee" shall mean the Compensation Committee of the
Board.
(c) "Common Stock" shall mean the common stock, $5.00 par value,
of the Company.
(d) "Common Stock Equivalent" shall mean a hypothetical share of
Common Stock credited to the Deferred Stock Account of a
Participant as set forth in Section 7.3 hereof.
(e) "Company" shall mean Central Fidelity Banks, Inc., a
Virginia corporation, or any successor corporation.
(f) "Deferred Compensation Program" shall mean the provisions of
the Plan that permit Participants to defer all or part of
their Director's Fees.
(g) "Deferred Stock Account" shall mean the account established by
the Company for each Participant electing to defer
compensation under the Plan and to which will be credited
Common Stock Equivalents pursuant to the Plan.
(h) "Director's Fees" shall mean Retainer Fees and Meeting Fees.
(i) "Effective Date" shall mean the date set forth in Section 12.1
hereof.
(j) "Election to Participate" shall refer to the written election,
in the form prescribed by the Company, filed by a Non-Employee
Director who desires to participate in the Deferred
Compensation Program of the Plan.
<PAGE>
(k) "ERISA" means the Employees Retirement Income Security Act
of 1974, as amended from time to time.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
(m) "Fair Market Value" shall mean, as of any given date, the
average of the high and low sales prices of the Common Stock
as reported on the NASDAQ National Market System for such
date. If there is no regular public trading market for the
Common Stock, the Fair Market Value shall be determined by the
Committee in good faith.
(n) "Meeting Fees" shall mean the aggregate amount of fees earned
by a Non-Employee Director for attendance at meetings of the
Board or any committee thereof during any calendar year.
(o) "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended from time to time.
(p) "Non-Employee Director" shall mean any person duly elected to
the Board or the Board of Directors of Central Fidelity
National Bank who is not an officer or employee of the
Company, Central Fidelity National Bank or any corporation in
which the Company owns, directly or indirectly, stock
possessing at least fifty percent (50%) of the total combined
voting power of all classes of stock entitled to vote in the
election of directors in such corporation.
(q) "Participant" shall mean each Non-Employee Director who
participates in the Plan in the manner prescribed herein.
(r) "Plan" shall mean the Central Fidelity Banks, Inc. 1992
Compensation Plan for Non-Employee Directors, as amended.
(s) "Retainer Fees" shall mean the annual retainer fees earned by
a Non-Employee Director for services rendered as a director of
the Company.
(t) "Rule 16b-3" means Rule 16b-3 as promulgated by the Securities
and Exchange Commission under Section 16(b) of the Exchange
Act or any successor rule, as amended from time to time.
2.2 Gender and Number. Except when otherwise indicated by the
context, the masculine gender shall also include the feminine gender, and the
definition of any term herein in the singular shall also include the plural.
Section 3. Eligibility
Each Non-Employee Director is automatically subject to the provisions
of Section 6 of the Plan for any calendar year or portion thereof that such
director is a Non-Employee Director. In addition, each Non-Employee Director is
eligible to participate in the Deferred Compensation Program of the Plan as
provided in Section 7.
-2-
<PAGE>
Section 4. Plan Administration
The Plan shall be administered by the Committee. The members of the
Committee shall be members of the Board appointed by the Board, and any vacancy
on the Committee shall be filled by the Board. The Committee shall keep minutes
of its meetings and of any action taken by it without a meeting. A majority of
the Committee shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present shall be the acts of
the Committee. The Committee may authorize any one or more of its members or any
officer of the Company to execute and deliver documents on behalf of the
Committee. Any action that may be taken at a meeting of the Committee may be
taken without a meeting if a consent or consents in writing setting forth the
action so taken shall be signed by all of the members of the Committee. The
Committee shall make appropriate reports to the Board concerning the operations
of the Plan.
Subject to the limitations of the Plan, the Committee shall have the
sole and complete authority: (i) to impose such limitations, restrictions and
conditions upon Participants as it shall deem appropriate, (ii) to interpret the
Plan and to adopt, amend and rescind administrative guidelines and other rules
and regulations relating to the Plan and (iii) to make all other determinations
and to take all other actions necessary or advisable for the implementation and
administration of the Plan. Notwithstanding the foregoing, the Committee shall
have no authority, discretion or power to select the Non-Employee Directors who
will be eligible to participate in the Plan, or to determine (x) the amount of
Director's Fees to be deferred or the number of Common Stock Equivalents to be
credited to a Participant's Deferred Stock Account pursuant to the Plan, (y) the
number of shares of Common Stock to be issued under the Plan or (z) the time at
which payment of Director's Fees shall be made, except as expressly permitted by
the provisions of the Plan. The Committee's determinations on matters within its
authority shall be conclusive and binding upon the Company and all other
persons.
The Committee shall act on behalf of the Company as sponsor of the
Plan. All expenses associated with the Plan shall be borne by the Company.
Section 5. Stock Subject to the Plan
5.1. Number of Shares. A total of 85,000 shares of Common Stock
are authorized for issuance under the Plan in accordance with the provisions of
the Plan. This authorization may be increased from time to time by approval of
the Board and by the shareholders of the Company if such shareholder approval is
required. The Company shall at all times during the term of the Plan retain as
authorized and unissued Common Stock at least the number of shares from time to
time required under the provisions of the Plan, or otherwise assure itself of
its ability to perform its obligations hereunder.
5.2 Adjustments Upon Changes in Common Stock. If there shall be
any change in the Common Stock of the Company, through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, spinoff, split
up, dividend in kind or other change in the corporate structure or distribution
to the shareholders, then the maximum number of shares authorized for issuance
under the Plan shall be proportionately adjusted to reflect such change in the
Common Stock. Proportionate adjustments shall also be made by the Committee in
the number of Common Stock Equivalents held in the Deferred Stock Accounts
established and maintained for Participants under the Plan and in the number of
shares of Common Stock to be issued to Participants under the Plan. Other
adjustments may be made by the Committee as equitably required.
-3-
<PAGE>
Section 6. Payment of Director's Fees
Unless a Non-Employee Director files an Election to Participate in the
Deferred Compensation Program under Section 7 of the Plan, all Director's Fees
earned by a Non-Employee Director on or after July 1, 1994 shall be payable by
the Company in cash. Retainer Fees earned by a Non-Employee Director during any
calendar year and not deferred pursuant to Section 7 of the Plan shall be paid
quarterly on such dates as the Committee may determine. Meeting Fees earned
during any calendar year and not deferred shall be paid promptly after such fees
are earned. Director's Fees earned by a Non-Employee Director between January 1,
1994 and June 30, 1994 and not deferred shall be payable by the Company in
shares of Common Stock on or before December 31, 1994. The number of shares of
Common Stock payable to each Non-Employee Director for the period between
January 1, 1994 and June 30, 1994 shall be determined by dividing the amount of
Director's Fees payable to such Non-Employee Director for such period by the
Fair Market Value of the Common Stock on the first business day of calendar year
1994. Fractional shares shall be rounded to the next highest whole share.
Section 7. Deferred Compensation Program
7.1 Election to Participate. A Non-Employee Director may elect
to participate in the Deferred Compensation Program of the Plan with respect to
Director's Fees earned during any calendar year after 1996 by filing an Election
to Participate with the Committee not later than December 31 of the year
immediately preceding the calendar year in which such Director's Fees are to be
earned.
An Election to Participate filed by a Non-Employee Director hereunder
may not be modified or revoked with respect to any calendar year as to which it
is already in effect. Once a Non-Employee Director files an Election to
Participate, he shall continue to be a Participant according to the terms of the
election made on that form for all succeeding years during which he shall serve
as a Non-Employee Director, unless sooner terminated or amended as permitted by
Section 7.5 of this Plan.
Any person who becomes eligible to participate in the Plan and who was
not so eligible on the preceding December 31 may file an Election to Participate
within thirty (30) days after he becomes eligible for services to be performed
subsequent to the election. Any election so filed shall apply to Director's Fees
to be earned and deferred during the remainder of the calendar year in which
such person first became eligible to participate in the Plan and to all
succeeding years during which he continues to be a Participant.
7.2. Deferral of Director's Fees. During any year in which a
Participant has an Election to Participate on file with the Committee, the
Company shall withhold and defer the payment of the Participant's Director's
Fees in accordance with his Election to Participate. A Participant may elect to
defer Retainer Fees or Meeting Fees, or both, with respect to any calendar year.
7.3 Deferred Stock Account. The Company shall establish and
maintain a Deferred Stock Account with respect to each Participant's deferred
Director's Fees. The Account shall be credited promptly following the end of
each calendar quarter (March 31, June 30, September 30 and December 31) with the
number of Common Stock Equivalents as shall be determined by dividing the amount
of Director's Fees deferred by a Participant during such calendar quarter by the
Fair Market Value of the Common Stock on the last business day of the calendar
quarter for which such Director's Fees were earned; provided, however, that with
respect to Director's Fees earned and deferred during calendar year 1993, each
Participant's Account shall be credited periodically but not later than December
31, 1993 and the Fair Market Value of the Common Stock shall be determined as of
February 1, 1993, and that with respect to Director's Fees earned during the
period from January 1, 1994 to June 30, 1994,
-4-
<PAGE>
the Fair Market Value of the Common Stock shall be determined as of the first
business day of calendar year 1994.
Director's Fees deferred in the form of Common Stock Equivalents shall
be deemed to be a hypothetical investment in shares of Common Stock, and will be
adjusted to reflect stock dividends, stock splits and otherwise as set forth in
Section 5.2.
Dividends and other distributions on Common Stock Equivalents shall be
deemed to have been paid as if such Common Stock Equivalents were actual shares
of Common Stock issued and outstanding on the respective record or distribution
dates. Common Stock Equivalents shall be credited to a Participant's Deferred
Stock Account in respect of cash dividends and any other securities or property
issued on the Common Stock in connection with reclassification, spinoffs and the
like on the basis of the value of the dividend or other asset distributed and
the Fair Market Value of the Common Stock Equivalents on the date of the
announcement of the dividend or asset distribution, all at the same time and in
the same amount as dividends or other distributions are paid or issued on the
Common Stock. Fractional shares shall be credited to a Participant's Deferred
Stock Account cumulatively, but the number of shares represented by the Common
Stock Equivalents in a Participant's Deferred Stock Account shall be rounded to
the next highest whole share for any payment to such Director pursuant to
Section 7.4 hereof.
A statement will be sent to each Participant as to the balance of his
Deferred Stock Account at least once each calendar year.
7.4 Distribution of Deferred Stock. Payment of Common Stock
Equivalents credited to a Participant's Deferred Stock Account shall be made in
Common Stock on the basis of one share of Common Stock for each Common Stock
Equivalent in a Participant's Deferred Stock Account. However, except in the
event of the death of the Participant as provided below, no payment may be made
with respect to any Common Stock Equivalents credited to a Participant's
Deferred Stock Account until a period of at least six months has expired from
the date such Common Stock Equivalents were credited to such Participant's
Account. A Participant may elect to have all of his Deferred Stock Account
distributed on a date certain or, at his election, in annual or quarterly
installments over a period of not more than ten years. A Participant may elect
to have such distribution(s) made or begin (i) the first business day of the
calendar year following which he ceases to be a Non-Employee Director for any
reason other than death, or (ii) the first business day of the calendar year
following which he shall have ceased to be a Non-Employee Director and shall
have attained age 65 or (iii) the first business day of a designated calendar
year. The elections provided for in this paragraph shall be made in a
Participant's Election to Participate.
In the event that a Participant (or, if applicable, his Designated
Beneficiary) incurs a severe financial hardship, the Board, in its absolute
discretion, may revise the payment schedule elected. Such severe financial
hardship must have been caused by an accident, illness or event beyond the
control of the Participant (or, if applicable, his Designated Beneficiary).
If a Participant dies during his term on the Board, the Common Stock
Equivalents credited to his account shall be paid in Common Stock to the
Designated Beneficiary named in such Participant's Election to Participate in
the manner and over the period elected by the Participant under the first
paragraph of this Section 7.4. Such payments shall be made or commence the first
business day of the calendar month immediately following his date of death.
If a Participant dies after he ceases to be a member of the Board, but
before he receives a complete distribution from his Deferred Stock Account, the
balance remaining in his Account shall be
-5-
<PAGE>
paid to his Designated Beneficiary in the manner elected by the Participant
under the first paragraph of this Section 7.4. For the purposes of this
paragraph, if payments to such Participant have not begun because he has not yet
attained age 65, payments shall begin to the Designated Beneficiary on the first
business day of the calendar month immediately following such Participant's date
of death.
In the event a Participant fails to specify a Designated Beneficiary,
or in the event that his Designated Beneficiary is not living or in existence at
the time of the Participant's death, the Common Stock Equivalents credited to
his Deferred Stock Account shall be paid in Common Stock to his estate on the
first business day of the calendar month following his date of death.
7.5. Changes in Election to Participate. A Participant may
terminate his Election to Participate under the Plan or may amend his election
with respect to his Director's Fees to be deferred by written request to the
Committee by December 31 of each year for Director's Fees to be earned in the
calendar year following the year in which the request is made. In no event shall
any such termination or amendment affect amounts previously deferred under the
Plan.
Except as may be otherwise provided under this Plan, in the event a
Participant terminates his Election to Participate under the Deferred
Compensation Program of the Plan and remains a Non-Employee Director, he shall
not be entitled to receive any distribution from his Deferred Stock Account
until he ceases to be a Non-Employee Director and the distribution date elected
under Section 7.4 has occurred.
7.6. Unfunded Plan. This Plan shall be unfunded and the amounts
credited to a Participant's Deferred Stock Account shall not be set apart for
him or be made available to him in any manner other than as provided in this
Plan. No Participant or Designated Beneficiary shall have any right, title or
interest in the memorandum accounts maintained by the Company. Payments may only
be made at the times and in the manner expressly provided in this Plan, and the
Company's obligation under this Plan is only a contractual obligation to make
the payments when due. The Deferred Stock Accounts maintained by the Company
with respect to such Director's Fees shall not be secured in any manner.
Notwithstanding the foregoing, the Company may elect to segregate assets in a
trust for the purpose of making payments under this Plan. However, assets of any
such trust shall remain subject to the claims of creditors of the Company.
Participants shall have no interest in or claim against the assets of the trust
as beneficiaries or otherwise.
7.7. Claims Against Participant's Accounts. No credits to the
Deferred Stock Account of any Participant under this Plan shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge by a Participant or Designated Beneficiary, and any
attempt to do so shall be void. Nothing contained in this Plan shall give a
Participant or Designated Beneficiary any interest, lien or claim against any
specific asset of the Company. The rights of a Participant or his Designated
Beneficiary shall be only those of a general creditor of the Company.
Section 8. Withholding for Taxes
No later than the date as of which an amount first becomes includible
in the gross income of the Participant for Federal income tax purposes with
respect to his participation in the plan, the Participant shall pay to the
Company, or make arrangements satisfactory to the Company regarding the payment
of, any Federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount.
-6-
<PAGE>
Section 9. Assignability
Except as provided in Section 7.4 above or unless otherwise approved by
the Committee, the right to receive payments or distributions hereunder shall
not be transferable or assignable by a Non-Employee Director other than by will
or the laws of descent and distribution.
Section 10. Amendment
The Board from time to time may amend or modify the Plan; provided,
however, that no amendment or modification may become effective without
shareholder approval if the amendment (i) materially increases the aggregate
number of shares which may be issued under the Plan, (ii) materially increases
the benefits accruing to Participants under the Plan or (iii) materially
modifies the eligibility requirements for participation in the Plan. In
addition, no amendment or modification shall, without a Participant's consent,
adversely affect any rights of a Participant in any Director's Fees earned by
such Participant or in any Common Stock Equivalents credited to such
Participant's Deferred Stock Account at the time such amendment or modification
is made, except as may be required to qualify for an exemption under Rule 16b-3.
Section 11. Construction
11.1 Federal Securities Law Requirements. It is intended that
all transactions under the Plan comply with the conditions required under Rule
16b-3 to qualify for an exemption from the provisions of Section 16(b) of the
Exchange Act.
11.2 Governing Law. The Plan and all Elections to Participate
hereunder shall be governed by, and construed and enforced in accordance with,
the laws of the Commonwealth of Virginia.
Section 12. Effective Date of Plan; Duration
12.1 Effective Date of Plan. The Plan was approved by the Board on
May 13, 1992 and became effective on July 1, 1992, subject to approval by the
Company's shareholders which was obtained on May 12, 1993. Amendments to the
Plan were approved by the Board effective July 1, 1994 and September 11, 1996,
without the necessity for shareholder approval.
12.2 Duration. There shall be no time limitation with respect to
the Plan. The Board may terminate the Plan at any time, by appropriate action.
Upon termination of the Plan, Common Stock Equivalents then credited to each
Deferred Stock Account shall be paid in accordance with the Election to
Participate then governing such Account.
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ James F. Betts
------------------------------------------
James F. Betts
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Alvin R. Clements
------------------------------------------
Alvin R. Clements
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Phyllis L. Cothran
------------------------------------------
Phyllis L. Cothran
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Jack H. Ferguson
------------------------------------------
Jack H. Ferguson
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Robert L. Freeman
------------------------------------------
Robert L. Freeman
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ G. Bruce Miller
------------------------------------------
G. Bruce Miller
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ T. Justin Moore, III
------------------------------------------
T. Justin Moore, III
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Richard L. Morrill
------------------------------------------
Richard L. Morrill
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Lloyd U. Noland, III
------------------------------------------
Lloyd U. Noland, III
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ William G. Reynolds, Jr.
------------------------------------------
William G. Reynolds, Jr.
Date: March 5, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., Charles W.
Tysinger, William N. Stoyko and James F. Campbell, any of whom may act
individually, as my attorney-in-fact, each with power of substitution, for me in
my name, place and stead, in any and all capacities, to execute and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 of the Company, with any and all schedules, exhibits and
other documents pertaining thereto or in connection therewith, and any and all
amendments or supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock, par
value $5.00 per share, with associated share purchase rights (the "Shares"), for
issuance and sale under the Central Fidelity Banks, Inc. 1992 Compensation Plan
for Non-Employee Directors. The attorneys-in-fact are further authorized to
execute and deliver all documents, instruments, agreements and regulatory or
governmental filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with the offer and
sale of the Shares. The undersigned hereby ratifies and confirms all that each
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Kenneth S. White
------------------------------------------
Kenneth S. White
Date: March 5, 1997
