Registration No. 33-_____
As filed with the Securities and Exchange Commission on January 26, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JEFFERSON BANKSHARES, INC.
Virginia 54-1104491
(State of Incorporation) (IRS Employer
Identification Number)
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
Jefferson Bankshares, Inc.
Deferred Compensation and
Stock Purchase Plan for Non-Employee Directors
Robert E. Stroud
418 East Jefferson Street
Post Office Box 1288
Charlottesville, Virginia 22902
(804) 977-2500
(Agent for Service of Process)
Calculation of Registration Fee
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering Registration
registered registered per unit* price Fee
Common Stock 150,000 $19.125 $2,868,750 $989.22
$2.50 par value shares
_______________
* Determined under Rule 457(h)(1) based upon the average of the high and low
sales price on January 23, 1995, solely for the purpose of calculating the
registration fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
Jefferson Bankshares, Inc. ("Jefferson") and the Jefferson Bankshares,
Inc. Deferred Compensation and Stock Purchase Plan for Non-Employee Directors
(the "Plan") hereby incorporate by reference into this Registration Statement
the documents listed below which have been filed with the Securities and
Exchange Commission.
(a) Jefferson's annual report on Form 10-K (File No. 0-9101) for the
fiscal year ended December 31, 1993.
(b) The Plan's annual report on Form 11-K (File No. 0-9101) for the
fiscal year ended December 31, 1994.
(c) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual reports referred to in (a) and (b) above,
including Jefferson's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994, and September 30,
1994, and the Report on Form 10-C dated April 7, 1994.
(d) The description of Jefferson's Common Stock appearing in its Form
8-K dated January 4, 1980, as amended by Form 8-K/A dated October
20, 1994 (File No. 0-9101).
All documents subsequently filed by Jefferson or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates all
securities have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be part hereof from the date of filing of such
documents.
Item 6. Indemnification of Directors and Officers
Article VII of Jefferson's Articles of Incorporation and Article 10
(Section 13.1-696, et seq.) of the Virginia Stock Corporation Act authorize
indemnification of directors, officers, employees and agents of Jefferson
(except when any such person has been adjudged liable because of willful
misconduct, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office); allow advances of the costs of
defending against litigation; and permit the purchase of insurance on behalf
of directors, officers, employees and agents against liabilities whether or
not in the circumstances Jefferson would have the power to indemnify against
such liabilities under the provisions of the articles or the statute.
Jefferson maintains a policy of directors and officers liability insurance
which provides for the indemnification of directors and officers under certain
circumstances.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 and each filing of the Plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934, that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controller person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Charlottesville, State of Virginia,
on January 26, 1995.
JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
DATE SIGNATURES CAPACITY
January 26, 1995 O. Kenton McCartney President,
Chief Executive Officer,
and Director
January 26, 1995 Allen T. Nelson, Jr. Senior Vice President and
Chief Financial Officer
January 26, 1995 Hovey S. Dabney Chairman of the Board
January 26, 1995 John T. Casteen, III* Director
January 26, 1995 Lawrence S. Eagleburger* Director
January 26, 1995 Hunter Faulconer* Director
January 26, 1995 Fred L. Glaize, III* Director
January 26, 1995 Henry H. Harrell* Director
January 26, 1995 Alex J. Kay, Jr.* Director
January 26, 1995 J. A. Kessler, Jr.* Director
January 26, 1995 W. A. Rinehart, III* Director
January 26, 1995 Gilbert M. Rosenthal* Director
January 26, 1995 Alson H. Smith, Jr.* Director
January 26, 1995 Lee C. Tait* Director
January 26, 1995 H. A. Williamson* Director
*By: William M. Watson, Jr.,
Attorney-in-fact
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the members of Jefferson's Directors Deferred Compensation
Committee have duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Charlottesville, State of Virginia on January 26, 1995.
DEFERRED COMPENSATION
AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
By: O. Kenton McCartney
Member, Directors
Deferred Compensation Committee
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
4 (a) Articles of Incorporation of Jefferson Bankshares,
incorporated by reference to Jefferson Bankshares'
Annual Report on Form 10-K for the year ended December
31, 1984.
4 (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.
4 (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.
5 Opinion of McGuire, Woods, Battle & Boothe, L.L.P.
15 Not Applicable
23* Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
27 Not Applicable
28 Not Applicable
99 Jefferson Bankshares, Inc. Deferred Compensation and
Stock Purchase Plan for Non-Employee Directors
* The consent of McGuire, Woods, Battle & Boothe, L.L.P. is contained
in their opinion included as Exhibit 5 hereto.
</PAGE>
Exhibit 5
McGuire, Woods,
Battle & Boothe, L.L.P.
One James Center
Richmond, VA 23219
January 26, 1995
Jefferson Bankshares, Inc.
123 East Main Street
P. O. Box 711
Charlottesville, VA 22902
Gentlemen:
We have acted as counsel for Jefferson Bankshares, Inc., a
Virginia corporation ("Jefferson"), in connection with and have
participated in the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") filed by Jefferson with
the Securities and Exchange Commission (the "SEC") with respect
to the offer and sale of One Hundred Fifty Thousand (150,000)
shares of common stock, par value $2.50 per share (the "Common
Stock"), of Jefferson pursuant to, and an indeterminate amount of
participation interests in, the Jefferson Deferred Compensation
and Stock Purchase Plan for Non-Employee Directors (the "Plan").
We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Company, the Plan and such other
documents, instruments and records as we have deemed necessary
and advisable for purposes of this opinion. In rendering this
opinion, we have relied upon certificates of public officials and
officers of Jefferson.
Base on the foregoing, we are of the opinion that the shares
of Common Stock to be issued in connection with the Plan have
been duly authorized and, when such shares are issued and sold
upon the terms set forth in the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the SEC
as an exhibit to the Registration Statement.
Very truly yours,
McGuire, Woods, Battle & Boothe, L.L.P.
</PAGE>
Exhibit 23
KPMG Peat Marwick LLP
Suite 1900
1021 East Cary Street
Richmond, Virginia 23219
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Jefferson Bankshares, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of Jefferson Bankshares, Inc. of our report
dated January 18, 1994, relating to the consolidated balance
sheets of Jefferson Bankshares, Inc. and subsidiaries as of
December 31, 1993 and 1992, and the related consolidated
statements of income, changes in shareholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1993, which report appears in the December 31, 1993
Annual Report on Form 10-K of Jefferson Bankshares, Inc. Our
report refers to the adoption of the Finacial Accounting
Standards Board's Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes, in 1993.
KPMG PEAT MARWICK LLP
Richmond, Virginia
January 25, 1995
</PAGE>
Exhibit 24
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 22nd day of
December, 1994.
John T. Casteen, III
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 26th day of
December, 1994.
Lawrence S. Eagleburger
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 20th day of
December, 1994.
Hunter Faulconer
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 21st day of
December, 1994.
Fred L. Glaize, III
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 20th day of
December, 1994.
Henry H. Harrell
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 20th day of
December, 1994.
Alex J. Kay, Jr.
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 14th day of
January, 1995.
J. A. Kessler, Jr.
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 19th day of
December, 1994.
W. A. Rinehart, III
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 19th of December,
1994.
Gilbert M. Rosenthal
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 20th of December,
1994.
Alson H. Smith, Jr.
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 19th of December,
1994.
Lee C. Tait
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
Director of Jefferson Bankshares, Inc., a Virginia
corporation, hereby constitute and appoint O. Kenton
McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for
me on my behalf and in my name, place and stead, in any and
all capacities, to execute and file any and all documents
and instruments relating to the registration and issuance of
shares of the common stock of Jefferson Bankshares, Inc. to
be issued pursuant to its Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors including, but not
limited to, a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States
as may be necessary to permit said shares to be issued
pursuant to said Plan, and any and all other documents
requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to
effectuate the same.
WITNESS my signature and seal on this 20th of December,
1994.
H. A. Williamson, Jr.
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Exhibit 99
JEFFERSON BANKSHARES, INC.
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
Amended and Restated December 13, 1994
1. Purpose of the Plan. The purpose of the Deferred Compensation and
Stock Purchase Plan for Non-Employee Directors (the "Plan") is to provide a
means whereby a member of the Board of Directors of Jefferson Bankshares, Inc.
(the "Company") or its subsidiary, Jefferson National Bank ("JNB"), or a
member of any board which is advisory to such Boards of Directors, who is not
an employee of the Company, JNB or one of their affiliates (a "Director") may,
by filing the election as provided in Section 3, elect to receive in either
cash or shares of Company common stock and, by filing the election as provided
in Section 4, elect to defer the payment of, all or any portion of the fees
payable for services rendered by the Director to the Company as a member of
any such board or a committee of any such board ("Director Fees" or "Fees").
2. Administration. The Plan will be administered by a committee
established by the Board of Directors of the Company pursuant to Section 13
hereof (the "Committee"). All elections permitted or required under the Plan
will be made by filing a written notice with the Committee in accordance with
procedures established by the Committee pertaining to the form and timing of
filing such elections.
3. Election to Receive Shares of Common Stock. The Fees payable to a
Director for services rendered to the Company will normally be paid in cash.
By a timely election provided by and filed with the Committee, a Director may
elect to receive any or all of his Director Fees in whole and fractional
shares of Company common stock ("Shares"), determined by dividing (a) the
amount of Fees subject to such election by (b) the Fair Market Value of the
Shares on the first Investment Date following the date such Fees would have
been paid in cash in the absence of such election. Whole and fractional
Shares purchased for a Director pursuant to this Section 3, and not deferred
pursuant to Section 4, shall be acquired in whole or in part directly from the
Company by the Agent, as directed by the Committee, and shall be credited to
an account established in the Director's name. A Director may at any time
request that all or a portion of the whole or fractional Shares credited to
his account be distributed to him by completing the appropriate form or forms
provided by the Agent. Whole Shares shall be distributed in certificate form
and fractional Shares shall be distributed in cash. Cash distributions with
respect to Shares held for the Director shall be used to purchase additional
Shares directly from the Company in accordance with the terms of the Company's
Dividend Reinvestment Plan.
To the extent required to comply with Rule 16b-3, any election to
receive Shares, or the revocation of any such election, shall be effective
only with respect to Fees for services rendered at least six months after such
election or revocation and shall not become effective until at least one month
following the effective date of any previous election or revocation of an
election. If no election is made, Director Fees will be paid in cash. The
notice periods for making an election may be modified by the Committee.
4. Election to Defer. As part of the election filed pursuant to Section
3, or by a separate election, a Director may elect to defer receipt of
Director Fees and specify the form of deferral as provided in Section 5. The
deferral election shall relate only to Fees payable to the Director for
services rendered after the date of filing of the election with the
Committee. An election may be made at any time during a calendar year and, to
the extent required to comply with Rule 16b-3, an election to have deferred
Fees used to acquire Shares, or the revocation of any such election, shall
be effective only with respect to Fees for services rendered at least six
months after such election or revocation and shall not become effective
until at least one month following the effective date of any previous
election or revocation of an election. The notice periods for making a
deferral election may be modified by the Committee.
5. Form of Deferral of Fees. Deferred Fees will be credited or
otherwise accounted for in the form of cash ("Cash Fees") or Shares ("Share
Fees") as specified by the Director at the time the election is made pursuant
to Section 4. If a Director has made a Share Fee election, he will be
credited with the number of Shares determined by dividing (a) the amount of
deferred Fees which would have been paid in cash in the absence of a deferral
election by (b) the Fair Market Value of the Shares on the first Investment
Date following the date such Fees would have been paid in cash in the absence
of such election. A Director may change his election to be credited with Cash
Fees or Share Fees for future services by filing a new election as provided in
Section 4.
6. Cash Fees Accounts. If a Director has elected to defer Cash Fees, an
account established for the Director ("Cash Fees Account") will be credited
with an amount as of the date on and equal to the amount which the Director
would have received cash if no election had been made. In addition, as of the
last day of each fiscal quarter, interest will be computed and credited to
each Cash Fees Account on the balance as of the last day of the preceding
fiscal quarter (including any Fees earned but not yet credited). The interest
rate applied will be a rate determined by the Committee to be equal to the
rate that would have been payable had the balance credited to the Director's
Cash Fees Account as of the last day of the preceding fiscal quarter been
invested in a six month certificate of deposit of JNB in a denomination of at
least $1,000 on the last day of the preceding fiscal quarter. All deferred
Cash Fees will be a part of the general funds of the Company. Amounts
credited to a Director in his Cash Fees Account shall be distributed in
accordance with Section 9.
7. Share Fees Accounts. If a Director has elected pursuant to Section 5
to defer Fees otherwise payable through the crediting of Shares, the Company
shall either (a) cause such Shares to be credited to an account maintained in
the name of the Trustee by the Agent to be held for the benefit of the
electing Director ("Share Fees Account"), or (b) issue such Shares directly
to itself as custodian for the electing Director to whom the Fees would be
otherwise payable. Shares issued to the Trustee shall be registered in the
name of, and held by, the Trustee. Shares issued to either the Trustee or
the Company as custodians shall be held subject to the terms of the Plan.
Any distributions with respect to Shares shall be issued or distributed to
the Trustee or the Company, as the case may be, and held for the Director.
Cash distributions with respect to Shares held for the Director shall be
used to purchase additional Shares directly from the Company in accordance
with the terms of the Company's Dividend Reinvestment Plan.
8. Trust Account For Shares. Shares acquired by the Trustee pursuant to
Section 7 shall be held in a trust established by the Company and shall remain
subject to the claims of the Company's creditors and restricted, and may not
be sold, hypothecated or transferred (including, without limitation, transfer
by gift or donation) except that such Shares shall be distributed to Directors
and such restrictions shall lapse in accordance with the directions of the
Committee pursuant to Section 9 upon the occurrence of an "event of payment"
described in Section 10. The Director's right to receive Shares issued under
Section 7 shall not be affected by a termination of the trust described herein
except in the case of a termination of the trust because of the Company's
insolvency.
9. Payments from Directors' Accounts. The aggregate amount credited to
a Director's Cash Fees Account or Share Fees Account will be paid as the
Committee directs, either in a lump sum (or in the case of a Share Fees
Account a single distribution of Shares) or in substantially equal annual
installments of Shares or cash (plus in the case of a Cash Fees Account
interest determined pursuant to Section 6 on the unpaid balance in the Cash
Fees Account) over a period of years specified by the Committee. The first
installment (or the lump sum payment) will be paid following the occurrence of
an "event of payment" as provided in Section 10. A Director may request that
the timing of payment of any or all of his Cash Fees Account or Share Fees
Account be changed by delivering a written request to the Committee at any
time before payment of that part of his account is to be made; provided, that
the timing of payment will be changed only if and to the extent that the
Committee consents to the request.
10. Events of Payment. A Director's interest in his Cash Fees Account
or Share Fees Account shall become distributable:
(a) promptly following the end of the Company's fiscal year in
which any of the following events occurs:
(i) Death of the Director;
(ii) Disability of the Director preventing continued service
on the Board;
(iii) Retirement of the Director from service as a Director
of the Company in accordance with the policy on
retirement of non-employee Directors then in effect;
(iv) Cessation of service as a Director for any reason
other than those specified in Subsections (i), (ii) and
(iii); and
(b) immediately upon a Change in Control (as hereinafter
defined).
If a Director dies before all amounts credited to the Director's Cash
Fees Account or Share Fees Account have been distributed, the balance will be
paid promptly to the Director's designated beneficiary. If a Director dies
without designating a beneficiary, or if the designated beneficiary
predeceases the Director, the balance in the Director's Cash Fees Account and
Share Fees Account will be paid promptly to the executor or administrator of
the Director's estate. All beneficiary designations will be made by and be
effective upon receipt of written notice delivered to the Committee.
11. Discretionary Payments from Directors' Accounts. The Committee may
at any time and from time to time direct that any or all of the amounts
credited to a Director's Cash Fees Account or Share Fees Account be paid out
currently to the Director or that installment payments being made pursuant to
Section 9 be accelerated. The Committee will make such directions according
to its determination of what is in the best interests of a Director. No
Director will have any right to direct how or whether the Committee will
exercise its discretion.
12. Change or Termination of Election. A Director may change or
terminate any election made pursuant to the Plan by delivering written notice
to the Committee. The change or termination will become effective pursuant to
procedures established by the Committee from time to time to ensure compliance
with Rule 16b-3 and sections of the Internal Revenue Code and regulations
thereunder pertaining to the non-recognition of deferred income. Generally,
but subject to the foregoing, a notice of change or termination will only
relate to Director Fees payable for services rendered after the receipt of
notice by the Committee. Amounts credited to the account of a Director before
the effective date of the change or termination will not be affected by the
notice and will be paid out only in accordance with Sections 9 and 10 above.
13. Committee. The Board of Directors of the Company will appoint a
Committee to be responsible for administering this Plan. No Director who is
eligible to participate in this Plan may be a member of the Committee. The
Committee will have the authority to determine the forms and procedures by
which a Director may make elections and give notices pursuant to this Plan, or
which are otherwise required to implement the Plan. All decisions of the
Committee concerning the administration and interpretation of this Plan will
be final, conclusive and binding.
14. Nonassignability and General Rights. Neither the participation in
this Plan, the crediting of amounts to a deferred compensation account, nor
the right to receive any payment in the future under the Plan, will give a
Director or a beneficiary any proprietary interest in the Company or any of
its assets; and a Director or beneficiary will for all purposes be deemed to
be a general creditor of the Company. The interests of a Director or
beneficiary in the Plan cannot be assigned or pledged and will not be subject
to the claims of creditors of the Director or the beneficiary of a deceased
Director.
15. Amendment. The Board of Directors will have the right to modify
this Plan from time to time, with shareholder approval to the extent required
by Rule 16b-3, or to terminate the Plan entirely; provided, however, that no
modification or termination of the Plan will operate to annul an election
already in effect for the fiscal year in which such modification or repeal is
made.
16. Share Certificates, Voting and Other Rights. A Director shall be
entitled to all rights of a shareholder with respect to Shares held for his
benefit by the Trustee or the Company as custodian (as the case may be),
including the right to direct the Trustee or the Company as to the voting of
the Shares. The Trustee or the Company shall hold for deferred payment to the
Director all Shares purchased with cash dividends and other distributions paid
or made with respect to the Shares. When Shares become distributable under
the terms of the Plan to a Director, the Company shall not issue fractions of
Shares. Whenever under the terms of the Plan a fractional Share would
otherwise be required to be issued, the Director shall be paid in cash for
such fractional Share based upon the Fair Market Value on, or as of a recent
date prior to, the date of distribution.
17. General Restrictions. The issuance of Shares or the delivery of
certificates for Shares to or for the benefit of Directors hereunder shall be
subject to the requirement that, if at any time the General Counsel of the
Company shall reasonably determine, in his discretion, that the listing,
registration or qualification of such Shares upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
body, is necessary or desirable as a condition of, or in connection with, such
issuance and delivery thereunder, such issuance or delivery shall not take
place unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not reasonably
acceptable to the General Counsel.
18. Change in Capital Structure. In the event of any change in the
Company's common stock by reason of any stock dividend, spin-off, split,
combination of Shares, exchange of Shares, warrants or rights offering to
purchase common stock at a price below its fair market value,
reclassification, recapitalization, merger, consolidation or other change in
capitalization, appropriate adjustment shall be made by the Committee in the
number and kind of Shares subject to the Plan and any other relevant
provisions of the Plan, whose determination shall be binding and conclusive on
all persons.
19. Prior Plan Accounts; Cash Fees Accounts. When the Committee
determines it is permissible to do so under Rule 16b-3, a Director may make a
one-time election to have any or all of the balance in his Prior Plan Account
invested in Shares. The making and timing of such election shall be in
accordance with procedures established by the Committee.
20. Governing Law. The Plan shall be construed and enforced pursuant to
the laws of the Commonwealth of Virginia.
21. Effective Date and Term. The Plan as amended and restated shall be
effective as of the date it is adopted by the Board of Directors, subject to
approval by the Company's shareholders; and shall remain in effect until
amended or terminated by action of the Board as provided in Section 15.
22. Definitions. As used herein, the following terms shall have the
meanings indicated:
(a) Agent. The entity employed by the Company to make purchases
of Shares from the Company and to maintain accounts for the
crediting of such Shares in accordance with Section 3 and
Section 7.
(b) Change of Control. "Change of Control" means:
(i) The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934) of 20% or more of
either the then outstanding shares of common stock of the
Company or the combined voting power of the then
outstanding voting securities of the Company entitled
to vote generally in the election of directors, but
excluding for this purpose, any such acquisition by
the Company or any of its subsidiaries, or any
employee benefit plan (or related trust) of the
Company or its subsidiaries, or any corporation with
respect to which, following such acquisition, more
than 50% of, respectively, the then outstanding shares
of common stock of such corporation and the combine
voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly
or indirectly, by the individuals and entities who
were the beneficial owners, respectively, of the common
stock and voting securities of the Company immediately
prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such
acquisition, of the then outstanding shares of common
stock of the Company or the combined voting power of the
then outstanding voting securities of the Company
entitled to vote generally in the election of
directors, as the case may be; or
(ii) Individuals who, as of the date hereof, constitute the
Board (as of the date hereof the "Incumbent Board") cease
for any reason to constitute at least a majority of
the Board, provided that any individual becoming a
director subsequent to the date hereof whose election
or nomination for election by the Company's
shareholders was approved by a vote of at least a
majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual
whose initial assumption of office is in connection
with an actual or threatened election contest relating
to the election of the Directors of the Company; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case,
with respect to which the individuals and entities who
were the respective beneficial owners of the common
stock and voting securities of the Company immediately
prior to such reorganization, merger or consolidation
do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may
be, of the corporation resulting from such
reorganization, merger or consolidation, or a
complete liquidation or dissolution of the Company or
of its sale or other disposition of all or substantially
all of the assets of the Company.
(c) Fair Market Value. "Fair Market Value" as of a relevant
date means the average of the lowest and highest sales
prices of the Company's common stock as reported in the
Wall Street Journal on such date (or, if there are no sales
of the common stock on such date, the average of the low
asked and high bid prices of the common stock as reported
in the National Market System of the Nasdaq Stock Market at
the close of business on such date).
(d) Gender and Number. Every pronoun used in the Plan shall
be of such sex or number as the text requires.
(e) Investment Date. "Investment Date" means the first
business day of each month on which the Nasdaq Stock
Market is open for trading.
(f) Prior Plan. "Prior Plan" means the Company's Deferred
Compensation Plan for Directors as in effect immediately
prior to the effective date specified in Section 21.
(g) Prior Plan Account. "Prior Plan Account" means the account
established under the Prior Plan to record the deferred
cash Fees of a Director, including interest credited
thereon pursuant to the terms of the Prior Plan.
(h) Trustee. "Trustee" means the entity selected by the
Committee and employed by the Company to hold Deferred
Fees in trust for the benefit of the Directors and to
perform such other duties as directed by the Committee or
the Company. The Trustee shall be independent and
unrelated to the Company, JNB, or any of their affiliates,
and shall have corporate trustee powers under applicable
state law.
</PAGE>
