FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-9101
JEFFERSON BANKSHARES, INC.
Incorporated in the I.R.S. Employer ID No.
State of Virginia 54-1104491
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
Telephone (804) 972-1100
Indicate by a check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months and
(2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
As of May 2, 1994, Registrant has 14,642,842 shares of its
$2.50 par value common stock issued and outstanding.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Balance Sheets
($ in thousands)
March 31 Dec. 31
1994 1993 1993
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ASSETS
Cash and due from banks............................... $ 106,812 $ 64,368 $ 111,493
Federal funds sold and other money market investments. 4,773 35,902 4,805
Investment securities:
Available for Sale(cost of $194,775).............. 196,693 - -
Held to maturity (market value on March 31......... 499,536 643,761 704,318
of $503,178 in 1994 and $689,399 in 1993,
and $725,332 on December 31, 1993)
Total Investment Securities........................... 696,229 643,761 704,318
Loans................................................. 1,000,940 970,964 987,283
Less: Unearned income................................. (227) (656) (310)
Allowance for loan losses............................. (12,870) (12,973) (12,735)
Net loans............................................. 987,843 957,335 974,238
Premises and equipment................................ 49,007 48,767 47,756
Other assets.......................................... 45,736 47,024 42,894
Total Assets.......................................... $1,890,400 $1,797,157 $1,885,504
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand................................................ $ 238,304 $ 223,423 $ 247,107
Interest-bearing transaction accounts................. 841,333 761,284 799,612
Certificates of deposit $100,000 and over............. 65,584 68,330 64,407
Other time............................................ 520,751 535,367 515,174
Total deposits........................................ 1,665,972 1,588,404 1,626,300
Federal funds purchased and
securities sold under repurchase agreements......... 11,869 11,886 53,832
Other short-term borrowings........................... 285 289 266
Other liabilities..................................... 15,229 14,734 12,243
Long-term debt........................................ 983 1,902 1,213
Total liabilities..................................... 1,694,338 1,617,215 1,693,854
Shareholders' Equity:
Preferred stock of $10.00 par value. Authorized
1,000,000 shares; issued none..................... - - -
Common stock of $2.50 par value. Authorized 32,000,000
shares; issued and outstanding 14,611,466 shares
March 31, 1994; and 7,271,073 shares March 31, 1993;
and 14,578,957 shares December 31, 1993........... 36,529 18,178 36,447
Capital surplus....................................... 40,733 38,709 40,215
Retained earnings..................................... 117,553 123,055 114,988
Unrealized gain on securities
available for sale................................. 1,247 - -
Total shareholders' equity ........................... 196,062 179,942 191,650
Total Liabilities and Shareholders' Equity............ $1,890,400 $1,797,157 $1,885,504
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands except per share data)
Three months ended
March 31
1994 1993
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INTEREST INCOME
Interest and fees on loans ...................... $18,543 $19,625
Income on investment securities:
Available for sale............................... 3,340 -
Held to maturity................................. 8,032 11,838
Other interest income............................ 109 157
Total interest income............................ 30,024 31,620
INTEREST EXPENSE
Interest-bearing transaction accounts............ 5,060 5,484
Certificates of deposit $100,000 and over........ 632 701
Other time deposits.............................. 4,912 5,691
Short-term borrowings............................ 119 89
Long-term debt................................... 17 25
Total interest expense........................... 10,740 11,990
NET INTEREST INCOME.............................. 19,284 19,630
PROVISION FOR LOAN LOSSES........................ 435 375
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES.................................. 18,849 19,255
NON-INTEREST INCOME
Trust income..................................... 1,100 1,000
Service charges on deposit accounts.............. 2,040 2,029
Investment securities gains ..................... - 37
Mortgage loan sales income....................... 338 267
Other income..................................... 705 515
Total non-interest income........................ 4,183 3,848
NON-INTEREST EXPENSE
Salaries and employee benefits................... 8,986 8,412
Occupancy expense, net........................... 1,257 1,110
Equipment expense................................ 1,375 1,377
F.D.I.C. assessments............................. 902 884
Other expense.................................... 2,947 2,639
Total non-interest expense....................... 15,467 14,422
Income before income taxes....................... 7,565 8,681
Provision for income taxes....................... 2,516 2,759
NET INCOME....................................... $ 5,049 $ 5,922
NET INCOME PER COMMON SHARE...................... 0.35 0.41
AVERAGE SHARES OUTSTANDING....................... 14,601 14,503
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
Three months ended
March 31
1994 1993
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Cash flows from operating activities:
Net income.......................................... $ 5,049 $ 5,922
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization....................... 1,403 1,396
Accretion and amortization.......................... 1,331 883
Provision for loan losses........................... 435 375
Investment securities gains, net.................... - (37)
Gain on sale of premises and equipment.............. (9) (4)
Decrease (increase) in interest receivable.......... 524 (160)
Decrease in interest payable........................ 332 49
Other, net.......................................... 543 1,446
Total adjustments................................... 4,559 3,948
Net cash provided by
operating activities............................... 9,608 9,870
Cash flows from investing activities:
Proceeds from maturities of investment securities... 18,993 46,050
Proceeds from sales and calls
of investment securities.......................... 220 7,470
Purchase of investment securities................... (10,537) (38,992)
Net increase in loans............................... (13,975) (14,475)
Business combinations, net of cash................... 21,130 1,212
Proceeds from sales of premises and equipment....... 26 20
Proceeds from sales of foreclosed properties........ 406 1,148
Purchases of premises and equipment................. (2,611) (592)
Net cash provided by investing activities........... 13,652 1,841
Cash flows from financing activities:
Net increase (decrease) in deposits................. 16,079 (18,897)
Net increase (decrease) in short-term borrowings.... (41,944) 1,270
Repayment of long-term debt......................... (230) (229)
Proceeds from issuance of common stock.............. 600 362
Payments to acquire common stock.................... - (1)
Dividends paid...................................... (2,478) (1,951)
Net cash used in financing activities............... (27,973) (19,446)
Net decrease in cash and cash equivalents........... (4,713) (7,735)
Cash and cash equivalents at beginning of period.... 116,298 108,005
Cash and cash equivalents at end of period.......... $111,585 $100,270
Supplemental disclosure of cash flow information
Cash payments for:
Interest.......................................... $ 10,408 $ 11,915
Income taxes - 190
Non-cash investing and financing activities:
Loan balances transferred to foreclosed properties $ 75 $ 550
Issuance of common stock for acquisition.......... - 834
See accompanying notes to consolidated financial statements
</TABLE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
($ in thousands) Three Months Ended
March 31
1994 1993
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Balance, January 1......................... $ 191,650 $ 175,006
Net income................................. 5,049 5,922
Cash dividends declared.................... (2,484) (2,181)
Unrealized gains on
securities available for sale............ 1,247 -
Issuance of common stock for
dividend reinvestment plan............... 600 362
Issuance of common stock for
acquisition.............................. - 843
Cash paid in lieu of fractional shares..... - (9)
Acquisition of common stock................ - (1)
Balance, March 31.......................... $ 196,062 $ 179,942
</TABLE>
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
($ in thousands)
Note 1 - General
The consolidated financial statements conform to generally accepted
accounting principles and to generally industry practices. The accompanying
financial statements are unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of the consolidated financial
statements have been included. All such adjustments are of a normal and
recurring nature. The notes included herein should be read in conjunction
with the notes to consolidated financial statements included in the
Corporation's 1993 annual report to shareholders.
On January 1, 1994, the Corporation adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt
and Equity Securities. The Statement requires securities to be reported
in one of three categories: trading, available for sale, or held to
maturity. Upon adoption of this Statement, the U.S. Treasury securities
portion of the investment portfolio was classified as available for sale.
In accordance with Statement 115, these securities are reported in the
Corporation's consolidated financial statements at fair value. Unrealized
gains and losses, net of the related tax effect, are excluded from earnings
and reported as a separate component of shareholders' equity until realized.
The impact of adopting Statement 115 at March 31, 1994, is an increase of
$1.9 million in investment securities available for sale and a net unrealized
gain, which is recorded as a separate component of shareholder's equity, of
$1.2 million. Held to maturity securities are recorded at amortized cost.
The Corporation has no trading account securities.
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Note 2 - Allowance for Loan Losses
A summary of transactions in the consolidated allowance for
the three months ended March 31 follows:
1994 1993
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Balance, January 1............................ $ 12,735 $ 12,698
Provision..................................... 435 375
Recoveries.................................... 124 64
Loan losses................................... (424) (287)
Increase from acquisition..................... - 123
Balance, March 31............................. $ 12,870 $ 12,973
</TABLE>
<TABLE>
Note 3 - Income Taxes
Income tax expense for the three months ended March 31 is different
than the amount computed by applying the statutory corporate federal
income income tax rate of 35% in 1994 and 34% in 1993 to income before
taxes. The reasons for this difference are as follows:
1994 1993
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Tax expense at statutory rate......... $ 2,648 $ 2,952
Increase (reduction)in taxes
resulting from:
Tax exempt interest................... (224) (285)
Other, net............................ 92 92
Provision for income taxes............ $ 2,516 $ 2,759
</TABLE>
Note 4 - Business Combinations
On January 11, 1994, the Corporation and Bank of Loudoun ("Loudoun")
announced an agreement in principle under which Loudoun would be merged
into Jefferson National Bank. The agreement provides for Loudoun's
shareholders to receive one share of the Corporation's common stock for
each share of Loudoun's stock. Loudoun had approximately 502 thousand
shares outstanding on December 31, 1993. The merger is subject to approval
by Loudoun's shareholders and by regulatory authorities. On December 31,
1993, Loudoun had total assets of $57 million and shareholder's equity of
$4.8 million.
On March 25, 1994, Jefferson National Bank purchased the deposit
liabilities of Liberty Federal Savings Bank from the Resolution Trust
Corporation. The transaction was accounted for as a purchase, and,
accordingly, accounts and transactions for Liberty are included in the
Corporation's consolidated financial statements subsequent to the
acquisition date. Liberty had two banking offices in Warrenton, Virginia,
and total deposits of approximately $24 million.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Management's discussion and analysis of financial information is presented to
aid the reader in understanding and evaluating the financial condition and
results of operations of Jefferson Bankshares, Inc. The analysis focuses on
the Consolidated Financial Statements, their accompanying notes, and the
interest rate and yield analysis included in this report. Highlighted in
the discussion are material changes from prior reporting periods and any
identifiable trends affecting the Corporation.
On January 1, 1994, the Corporation adopted Statement of Financial Accounting
Standard No. 115, Accounting for Certain Investments in Debt and Equity
Securities. Information concerning this statement and its effects on
consolidated financial statements is included in Note 1 of the Notes to
Consolidated Financial Statements.
On March 25, 1994, Jefferson National Bank, the Corporation's bank subsidiary,
acquired $24 million in deposits from the Resolution Trust Corporation in its
capacity as receiver for Liberty Federal Savings Bank (Liberty) of Warrenton,
Virginia. The transaction was accounted for as a purchase, and accordingly,
the balances and transactions of Liberty are included in the Corporation's
financial statements only for the period following the acquisition date.
FINANCIAL CONDITION
Total assets on March 31, 1994, were $1.890 billion, or 5 percent above the
year earlier total of $1.797 billion. At year-end 1993 total assets were
$1.886 billion. Average assets increased 4 percent in the first quarter of
1994 to $1.844 billion from $1.772 billion in the first quarter of 1993.
Loans, net of unearned income increased 3 percent to $1.001 billion on March
31, 1994, compared with the year earlier total of $970 million. The March 31,
1994, loan total was also $14 million above the year-end 1993 total of
$987 million. Average loans, net of unearned income in the first quarter
increased 3 percent to $990 million in 1994 from $962 million in 1993. Loan
growth since the end of 1993 has occurred principally in commercial loans.
Indirect instalment lending also contributed to the first quarter loan growth.
Approximately $12 million of the $14 million increase in loans since year-end
1993 occurred in the month of March when the annualized loan growth rate was
14 percent.
Investment securities on March 31, 1994, totaled $696 million compared with
$644 million on March 31, 1993, and $704 million at year-end 1993. As
previously noted, the Corporation adopted Statement of Financial Accounting
Standards No. 115 on January 1, 1994. At that time, the U. S. Treasury
securities portion of the investment portfolio was classified as available for
sale. As required by Statement 115, on March 31, 1994, these securities were
reported at fair value of $197 million, which included $2 million in
unrealized gains. In the first quarter, investment securities averaged $698
million in 1994 and $649 million in 1993.
On March 31, 1994, money market investments totaled $5 million compared with
$36 million on March 31, 1993, and $5 million at year-end 1993. In the first
quarter, money market investments averaged $7 million in 1994 and $12 million
in 1993.
Total deposits on March 31, 1994, of $1.666 billion were 5 percent above the
year earlier total of $1.588 billion. At year-end 1993, total deposits were
$1.626 billion. Average total deposits in the first quarter of 1994 were 3
percent higher at $1.619 billion compared with the 1993 first quarter average
of $1.564 billion. Demand deposits of $238 million on March 31, 1994, were 7
percent above the year earlier total of $223 million. Interest-bearing
transaction accounts led the deposit growth with an 11 percent increase over
year earlier totals. On March 31, 1994, large certificates and other times
deposits were below year earlier totals.
Short-term borrowings on March 31, 1994, totaled $12 million, which was nearly
level with the year earlier total. At year-end 1993 these borrowings totaled
$54 million. In the first quarter, short-term borrowings averaged $19 million
in 1994 and $15 million in 1993.
RESULTS OF OPERATIONS
Net income in the first quarter of 1994 was $5.0 million or 15 percent below
first quarter 1993 net income of $5.9 million. On a per share basis, first
quarter net income was $.35 in 1994 and $.41 in 1993, also a 15 percent
decrease.
In terms of profitability, the return on average assets ratio of 1.10 percent
represented a strong financial performance. In the first quarter of 1993,
that ratio was 1.34 percent. In a similar manner, the return on average
shareholders' equity slipped in the first quarter to 10.40 percent in 1994
from 13.22 percent in 1993. This ratio was lower in the 1994 quarter as
the result of higher equity levels as well as the lower amount of net
income.
Lower net income and profitability in the first quarter of 1994 were
attributable in part to a 2 percent decrease in net interest income. Net
interest income of $19.3 million in the first quarter resulted in a net
interest margin of 4.66 percent. In the first quarter of 1993, net interest
income was $19.6 million, and the net interest margin was at a peak level of
4.96 percent. The first quarter 1994 net interest margin of 4.66 percent
represented a continuing decline from the 4.74 percent fourth quarter 1993
net interest margin. Thus, the effects of assets repricing at lower
interest rates continued to outpace the effects on interest-bearing
liabilities. The movement of interest rates to higher levels that occurred
both before and after the end of the first quarter of 1994 is expected to
have a positive effect on interest income in future periods.
After discontinuing the provision for loan losses in the second half of 1993,
the provision was resumed in the first quarter of 1994. Loan growth, net loan
losses in the quarter, and other factors led to the resumption. In the first
quarter of 1994 the provision for loan losses was $435 thousand, or 16 percent
higher than the first quarter 1993 provision of $375 thousand. The first
quarter 1994 provision maintained the ratio of the allowance for loan losses
to loans, net of unearned income at its December 31, 1993 level of 1.29
percent.
In the first quarter of 1994, net loan losses were $300 thousand, or .12
percent (annualized) of average loans, net of unearned income. In the first
quarter of 1993, net loan losses were $223 thousand, or .09 percent
(annualized) of average loans, net of unearned income.
On March 31, 1993, non-accrual loans totaled $7.801 million, foreclosed
properties were $8.184 million, and loans 90 days or more past due totaled
$2.669 million. On March 31, 1993, these problem assets were $9.084 million,
11.084 million, and $4.045 million, respectively.
Non-interest income rose 9 percent in the first quarter of 1994 to $4.2
million compared to $3.8 million in the first quarter of 1993.
Contributing to the increase in non-interest income were increases of
10 percent in trust fees, 27 percent in mortgage loan sales income,
and 37 percent in other income.
Non-interest expense of $15.5 million in the first quarter of 1994 was 7
percent higher than the first quarter 1993 amount of $14.4 million. In first
quarter comparisons between 1994 and 1993, personnel expense rose 7 percent,
occupancy expense increased 13 percent, and other expense was 12 percent
higher. The largest increases in other expense were marketing and legal and
professional fees. Compared with the first quarter of 1993, equipment expense
was level.
LIQUIDITY
A financial institution's liquidity requirements are measured by its need to
meet deposit withdrawals, fund loans, maintain reserve requirements, and
operate the organization. To meet its liquidity needs, the Corporation
maintains cash reserves and has an adequate flow of funds from maturing loans,
investment securities, and short-term investments. In addition, the
Corporation's subsidiary bank has the ability to borrow from the Federal
Reserve. The Corporation considers its sources of liquidity to be ample to
meet its estimated needs.
CAPITAL RESOURCES
On March 31, 1994, shareholders' equity totaled $196 million, or 10.4 percent
of total assets. In the first quarter of 1994, shareholders' equity averaged
$194 million, or 8 percent above the first quarter 1993 average of $179
million. Included in shareholders' equity on March 31, 1994, were unrealized
gains, net of the tax effect, on securities held for sale amounting to $1.2
million.
On January 11, 1994, the Corporation announced an agreement in principle with
the Bank of Loudoun under which that bank would merge into Jefferson National
Bank. The merger agreement provides for an exchange of one share of the
Corporation's common stock for each share of Bank of Loudoun
common stock.
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Interest Yield and Rate Analysis
(tax-equivalent basis)
Three Months Ended
March 31
YIELDS ON EARNING ASSETS 1994 1993
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Investment securities:
U.S. Treasury............................... 6.75 % 7.35 %
U.S. Government agencies.................... 6.89 7.75
States and political subdivisions........... 7.86 8.33
Corporate debt.............................. 6.17 7.24
Other securities............................ 6.40 7.01
Total investment securities................. 6.70 7.51
Money market investments.................... 6.38 5.30
Loans:
Instalment.................................. 9.08 9.86
Commercial.................................. 6.80 7.23
Real estate................................. 7.53 8.65
Total loans................................. 7.62 8.30
Total earning assets........................ 7.24 7.96
RATES ON INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Savings/Interest-checking accounts.......... 2.47 2.96
Money market deposit accounts............... 2.60 2.99
Money market certificates................... 3.79 4.15
Certificates of deposit
$100,000 and over........................... 3.94 4.06
All other time deposits..................... 4.33 4.96
Total interest-bearing deposits............. 3.09 3.55
Short-term borrowings....................... 2.51 2.34
Long-term debt.............................. 6.48 5.16
Total interest-bearing liabilities.......... 3.09 3.54
Interest spread............................. 4.15 4.42
Interest expense as a percent
of average earning assets................. 2.58 3.00
NET INTEREST MARGIN......................... 4.66 % 4.96 %
</TABLE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed on the accompanying Index to Exhibits
immediately following the signature page are filed as part
of, or incorporated by reference into, this report.
(b) Reports on Form 8-K
Jefferson filed no reports on Form 8-K during the
quarter ended March 31, 1994.
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 thereunto duly authorized.
JEFFERSON BANKSHARES, INC.
May 11, 1994 By: O. Kenton McCartney
President and
Chief Executive Officer
and
By: Allen T. Nelson, Jr.
Senior Vice President and
Chief Financial Officer
</PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
4. Instruments defining the rights of security holders
including indentures:
(a) Articles of Incorporation of Jefferson Bankshares',
incorporated by reference to Jefferson Bankshares' 1984
Annual Report on Form 10-K.
(b) Articles of Amendment to Articles of Incorporation dated
May 7, 1987, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
June 30, 1987.
(c) Articles of Amendment to Articles of Incorporation
dated March 23, 1993, incorporated by reference to
Jefferson Bankshares' report on Form 10-Q for the
quarter ended June 30, 1993.
(d) Term Loan Agreement dated as of February 1, 1984,
between Jefferson Bankshares and Wachovia Bank and
Trust Company, N.A. incorporated by reference to
Jefferson Bankshares' quarterly report
on Form 10-Q for the quarter ended March 31, 1984.
(e) Amendments dated September 8, 1988 and September 21,
1989, to the Term Loan Agreement between Jefferson
Bankshares and Wachovia Bank and Trust Company, N.A.
incorporated by reference to Jefferson Bankshares'
quarterly report on Form 10-Q for the quarter ended
March 31, 1991.
(f) Amendment dated December 20, 1990, to Term Loan
Agreement between Jefferson Bankshares and Wachovia
Bank and Trust Company, N.A., incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1990.
10. Material Contracts:
(a) Senior Officers Supplemental Pension Plan incorporated
by reference to Jefferson Bankshares' 1982 Annual
Report on Form 10-K.
(b) Amended and Restated Employment Agreement dated August
26, 1987, with Hovey S. Dabney incorporated by
reference to Jefferson Bankshares' report on Form 10-Q
for the quarter ended September 30, 1987.
(c) Amendment dated September 26, 1989, to the Amended
and Restated Employment Agreement with Hovey S. Dabney
incorporated by reference to Jefferson Bankshares'
report on Form 10-Q for the quarter ended September
30, 1989.
(d) Amendment dated September 26, 1990, to the Amended
and Restated Employment Agreement with Hovey S.
Dabney, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
September 30, 1990.
(e) Deferred Compensation Agreement dated December 18, 1979
with Hovey S. Dabney, incorporated by reference
to Jefferson Bankshares' 1984 Annual Report on
Form 10-K.
(f) Amendment dated September 26, 1989, to the Deferred
Compensation Agreement with Hovey S. Dabney
incorporated by reference to Jefferson Bankshares'
report on Form 10-Q for the quarter ended
September 30, 1989.
(g) Incentive Stock Plan incorporated by reference to
Jefferson Bankshares' report on Form 10-Q for the
quarter ended June 30, 1985.
(h) Amendment dated April 28, 1992, to Incentive Stock
Plan incorporated by reference to Exhibit 10(f)
to Form S-4 of Jefferson Bankshares, Inc., File
No. 33-47929.
(i) Amended and Restated Deferred Compensation Plan
for Directors incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1985.
(j) Split Dollar Life Insurance Plan, incorporated
by reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1984.
(k) Executive Severance Agreement dated October 25,
1993 between Jefferson Bankshares and O. Kenton
McCartney, incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1993.
(l) Executive Severance Agreement dated October 25,
1993 between Jefferson Bankshares and Robert H.
Campbell, Jr., incorporated by reference to
Jefferson Bankshares' Annual Report on Form
10-K for 1993.
(m) Amended and Restated Split Dollar Life
Insurance Agreement dated October 29, 1993 between
Jefferson Bankshares and Hovey S. Dabney,
incorporated by reference to Jefferson Bankshares'
Annual Report on Form 10-K for 1993.
(n) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and Robert H. Campbell, Jr., incorporated
by reference to Jefferson Bankshares' Annual Report
on Form 10-K for 1993.
(o) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and O. Kenton McCartney, incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1993.
