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 June 30, 1996
[ ] 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 July 15, 1996, Registrant had 15,144,836 shares of its
$2.50 par value common stock issued and outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Balance Sheets
($ in thousands)
June 30 Dec. 31
1996 1995 1995
<S> <C> <C> <C>
ASSETS
Cash and due from banks............................... $ 84,568 $ 97,200 $ 88,028
Federal funds sold and other money market investments. 15,000 25,000 15,000
Investment securities:
Available for sale (cost on June 30 of $193,386 in 193,023 176,232 188,669
1996 and $173,560 in 1995 and $184,203 on
December 31, 1995)
Held to maturity (fair value on June 30 418,678 463,094 454,509
of $417,171 in 1996 and $465,665 in 1995,
and $459,360 on December 31, 1995)
Total investment securities........................... 611,701 639,326 643,178
Loans................................................. 1,282,949 1,170,375 1,220,493
Less: Unearned income................................. (49) (91) (72)
Allowance for loan losses....................... (14,086) (13,885) (13,432)
Net loans............................................. 1,268,814 1,156,399 1,206,989
Premises and equipment................................ 50,875 52,104 52,310
Other assets.......................................... 49,812 49,673 45,683
Total assets.......................................... $2,080,770 $2,019,702 $2,051,188
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand................................................ $ 300,252 $ 272,161 $ 287,489
Interest-bearing transaction accounts................. 800,706 784,397 806,859
Certificates of deposit $100,000 and over............. 96,108 89,339 93,720
Other time............................................ 597,602 625,587 605,131
Total deposits........................................ 1,794,668 1,771,484 1,793,199
Federal funds purchased and
securities sold under repurchase agreements......... 16,517 12,257 16,118
Other short-term borrowings........................... 25,000 - -
Other liabilities..................................... 15,356 18,435 15,316
Long-term debt........................................ - 17 15
Total liabilities..................................... 1,851,541 1,802,193 1,824,648
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 15,144,572 shares
June 30, 1996; and 15,171,764 shares June
30,1995; and 15,182,235 shares December 31, 1995.. 37,861 37,929 37,956
Capital surplus....................................... 48,010 47,160 47,623
Retained earnings..................................... 143,594 130,686 138,058
Unrealized gains (losses) on securities
available for sale, net............................ (236) 1,734 2,903
Total shareholders' equity ........................... 229,229 217,509 226,540
Total liabilities and shareholders' equity............ $2,080,770 $2,019,702 $2,051,188
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 Six Months Ended
June 30 June 30
1996 1995 1996 1995
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans .................. $27,870 $26,166 $55,257 $50,748
Income on investment securities:
Available for sale........................... 3,022 2,849 5,876 5,511
Held to maturity............................. 6,832 7,461 13,768 14,633
Other interest income........................ 116 332 275 436
Total interest income........................ 37,840 36,808 75,176 71,328
INTEREST EXPENSE
Interest-bearing transaction accounts........ 5,479 5,700 10,959 11,487
Certificates of deposit $100,000 and over.... 1,198 1,184 2,404 2,100
Other time deposits.......................... 7,311 7,723 14,990 13,609
Short-term borrowings........................ 392 459 562 790
Long-term debt............................... - - - 1
Total interest expense....................... 14,380 15,066 28,915 27,987
NET INTEREST INCOME.......................... 23,460 21,742 46,261 43,341
PROVISION FOR LOAN LOSSES.................... 840 480 1,620 960
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES.............................. 22,620 21,262 44,641 42,381
NON-INTEREST INCOME
Trust income................................. 1,195 1,125 2,254 2,250
Service charges on deposit accounts.......... 2,521 2,321 4,921 4,523
Investment securities gains (losses)......... 2 - 3 (103)
Mortgage loan sales income................... 205 12 365 42
Other income................................. 1,016 790 2,057 1,520
Total non-interest income.................... 4,939 4,248 9,600 8,232
NON-INTEREST EXPENSE
Salaries and employee benefits............... 10,373 9,539 20,653 19,277
Occupancy expense, net....................... 1,678 1,242 3,045 2,502
Equipment expense............................ 1,567 1,504 3,123 2,993
F.D.I.C. assessments......................... 30 943 61 1,880
Other expense................................ 3,235 3,402 6,740 6,719
Total non-interest expense................... 16,883 16,630 33,622 33,371
INCOME BEFORE INCOME TAXES................... 10,676 8,880 20,619 17,242
Provision for income taxes................... 3,698 2,979 7,106 5,791
NET INCOME................................... $ 6,978 $ 5,901 $13,513 $11,451
NET INCOME PER COMMON SHARE.................. $ .46 $ .39 $ .89 $ .76
AVERAGE SHARES OUTSTANDING................... 15,163 15,182 15,168 15,176
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
Six months ended
June 30
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 13,513 $ 11,451
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization....................... 3,714 3,156
Accretion and amortization.......................... 1,856 2,103
Provision for loan losses........................... 1,620 960
Investment securities (gains)losses, net............ (3) 103
Gain on sale of premises and equipment.............. (65) (27)
Decrease in interest receivable.......... 55 443
Increase in interest payable............. (254) 1,261
(Increase) decrease in loans held for resale, net... 726 (321)
Other, net.......................................... (4,603) (1,147)
Total adjustments................................... 3,046 6,531
Net cash provided by
operating activities............................... 16,559 17,982
Cash flows from investing activities:
Proceeds from maturities of investment securities
held to maturity.................................. 65,497 65,713
Proceeds from calls of investment securities
held to maturity.................................. 243 125
Purchases of investment securities held to maturity. (31,374) (62,828)
Proceeds from maturities of securities available
for sale.......................................... 6,200 27,500
Proceeds from sales of securities available
for sale.......................................... 979 11,347
Purchases of securities available for sale.......... (16,750) (36,497)
Net increase in loans............................... (64,413) (69,326)
Business combination, net of cash................... - 31,369
Proceeds from sales of premises and equipment....... 695 315
Proceeds from sales of foreclosed properties........ 1,789 1,446
Purchases of premises and equipment................. (2,511) (4,036)
Net cash used in investing activities............... (39,645) (34,872)
Cash flows from financing activities:
Net increase in deposits............................ 1,469 48,100
Net increase (decrease) in short-term borrowings.... 25,399 (4,222)
Repayment of long-term debt......................... (15) (2)
Proceeds from issuance of common stock.............. 461 966
Stock purchases..................................... (1,480) (1,121)
Dividends paid...................................... (6,208) (5,440)
Net cash provided by financing activities........... 19,626 38,281
Net increase (decrease) in cash
and cash equivalents.............................. (3,460) 21,391
Cash and cash equivalents at beginning of period.... 103,028 100,809
Cash and cash equivalents at end of period.......... $ 99,568 $122,200
Supplemental disclosure of cash flow information
Cash payments for:
Interest.......................................... $ 29,169 $ 26,726
Income taxes...................................... 7,815 1,756
Non-cash investing and financing activities:
Loan balances transferred to foreclosed properties $ 265 $ 122
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
($ in thousands) Six Months Ended
June 30
1996 1995
<S> <C> <C>
Balance, January 1................................... $226,540 $206,553
Net income........................................... 13,513 11,451
Cash dividends declared.............................. (6,666) (5,765)
Change in unrealized gains (losses) on securities
available for sale................................. (3,139) 5,425
Issuance of common stock under the Deferred Compensation
and Stock Purchase Plan for Non-Employee Directors.. 130 433
Issuance of common stock for incentive stock option... 331 533
Acquisition of common stock .......................... (1,480) (1,121)
Balance, June 30...................................... $229,229 $217,509
</TABLE>
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
($ in thousands)
Note 1 - General
The consolidated financial statements conform to generally accepted
accounting principles and to general industry practices. The accompanying
consolidated 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 1995 Annual Report to shareholders.
<TABLE>
Note 2 - Allowance for Loan Losses
A summary of transactions in the consolidated allowance for loan losses
for the six months ended June 30 follows:
1996 1995
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Balance, January 1............................ $ 13,432 $ 13,754
Provision..................................... 1,620 960
Recoveries.................................... 356 306
Loan losses................................... (1,322) (1,135)
Balance, June 30.............................. $ 14,086 $ 13,885
</TABLE>
<TABLE>
Note 3 - Income Taxes
Income tax expense for the six months ended June 30 is different
than the amount computed by applying the statutory corporate federal
income tax rate of 35% to income before income taxes. The reasons
for this difference are as follows:
1996 1995
<S> <C> <C>
Tax expense at statutory rate......... $ 7,217 $ 6,035
Increase (reduction)in taxes
resulting from:
Tax exempt interest................... (311) (388)
Other, net............................ 200 144
Provision for income taxes............ $ 7,106 $ 5,791
</TABLE>
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 and
their accompanying notes. Highlighted in the discussion are material
changes from prior reporting periods and any identifiable trends
affecting the Corporation.
Financial Condition
Total assets on June 30, 1996 were $2.081 billion compared with
$2.020 billion one year earlier. At December 31, 1995, total assets
were $2.051 billion. Average total assets in the second quarter of 1996
were $2.051 billion compared with the second quarter 1995 average of
$1.989 billion. In the first half, total assets averaged $2.037 billion
in 1996 compared with $1.952 billion in 1995.
Loans, net of unearned income increased 10 percent to $1.283
billion on June 30, 1996 from the year earlier total of $1.170 billion.
Compared with the 1995 year-end total of $1.220 billion, the loan
portfolio has increased $63 million in 1996. Approximately $46 million
of that increase occurred in the second quarter, thus reflecting
continued strength in loan demand. Loan categories that provided growth
in the second quarter of 1996 were the same categories responsible for
loan growth during 1995 and the first quarter of 1996. Strong gains
were recorded in indirect instalment loans and commercial loans.
Average loans, net of unearned income, increased 9 percent in the second
quarter of 1996 to $1.261 billion from $1.157 billion in the second
quarter of 1995. In the first half of 1996, loans, net of unearned
income averaged $1.243 billion compared with $1.140 billion in the same
period in 1995.
Investment securities represent the second largest component of
earning assets. Investment securities decreased 4 percent to $612
million on June 30, 1996 from $639 million one year earlier. At year-
end 1995, investment securities totaled $643 million. Investment
securities were reduced in response to loan demand. In the second
quarter, total investment securities averaged $631 million in 1996, or 2
percent below the second quarter 1995 average of $646 million.
Investment securities in the first half of 1996 averaged $631 million
compared with $632 million in the first half of 1995.
On June 30, 1996, federal funds sold and money market investments
totaled $15 million compared with $25 million one year earlier. At
year-end 1995, the Corporation had $15 million in short-term money
market investments. In the second quarter of 1996, these investments
averaged $9 million compared with a second quarter 1995 average of $22
million. In the first half of 1996, short term investments averaged $11
million compared with $15 million in the same period of 1995.
Total deposits on June 30, 1996 were $1.795 billion compared with
the year earlier total of $1.771 billion. At year-end 1995, deposits
totaled $1.793 billion. Non interest-bearing deposits increased 10
percent to $300 million from $272 million one year ago. For the same
period, interest-bearing deposits were approximately level. Deposit
growth was hampered by the continued flow of funds into mutual funds and
other investment vehicles and from interest rate competition from other
financial institutions. Average total deposits in the second quarter
were $1.772 billion in 1996 and $1.726 billion in 1995. In the first
half of 1996, total deposits averaged $1.766 billion compared with
$1.696 billion in the first half of 1995.
Short-term borrowings totaled $42 million on June 30, 1996,
compared with $12 million one year earlier and $16 million at year-end
1995. In the second quarter, short-term borrowings averaged $34 million
in 1996 and $35 million in 1995. In the first half, short-term
borrowings averaged $26 million in 1996 and $30 million in 1995.
Results of Operations
Net income in the second quarter of 1996 increased 18 percent to
$7.0 million from $5.9 million in the second quarter of 1995. Net
income per share also increased 18 percent in the second quarter to $.46
in 1996 from $.39 in 1995.
In the first half of 1996, net income rose to a record high of
$13.5 million, or 18 percent above $11.5 million in the first half of
1995. Net income per share in the first half of 1996 increased 17
percent to $.89 from $.76 in the first half of 1995.
Higher net income in the second quarter and first half of 1996 led
to higher profitability ratios. The return on average assets increased
to 1.36 percent in the second quarter of 1996 compared with 1.19 percent
in the second quarter of 1995. In the first half, this ratio was 1.33
percent in 1996 and 1.17 percent in 1995.
The return on average shareholders equity also improved in the
second quarter and first half of 1996 compared with the same periods in
1995. In the second quarter this ratio advanced to 12.11 percent in
1996 from 10.96 percent in 1995. In the first half the return on
average shareholders equity increased to 11.76 percent in 1996 from
10.76 percent in 1995.
The increase in second quarter 1996 net income was attributable to
an 8 percent increase in net interest income and a 16 percent increase
in non-interest income. Higher first half net income resulted from a 7
percent increase in net interest income and a 17 percent increase in
non-interest income. Non-interest expense also was a factor in second
quarter and first half earnings comparisons between 1996 and 1995, as it
increased only 2 percent in the quarter and less than one percent in the
first half.
Net interest income increased 8 percent in the second quarter of
1996 on the strength of a 3 percent increase in interest income and a 5
percent decrease in interest expense. Comparing the second quarters of
1996 and 1995, interest rates earned on earning assets and those paid on
interest-bearing liabilities both declined. The increase in interest
income was attributable to a 4 percent increase in average earning
assets and a change in the mix of average earning assets. In the second
quarter, the ratio of average loans as a percent of average earning
assets was 66 percent in 1996 compared with 63 percent in 1995.
In the first half of 1996, net interest income increased 7 percent
over the amount recorded in the first half of 1995. Interest income
increased 5 percent in the 1996 period and interest expense increased 3
percent. Interest income benefited from a 5 percent increase in average
earning assets and an increase in loans as a proportion of earning
assets. These factors were partially offset by a 4 basis point decline
in the yield on average earning assets to 8.06 percent in the first half
of 1996. The increase in interest expense in the first half of 1996 was
attributable to a 3 percent increase in average interest-bearing
liabilities as the average rate paid on these liabilities remained
constant at 3.82 percent.
The factors that affected net interest income in the second
quarter and first half led to improvements in the net interest margin in
both periods in 1996. In the second quarter, the net interest margin
was 5.00 percent in 1996 compared with 4.84 percent in 1995. In the
first half, the net interest margin was 4.98 percent in 1996 and 4.94
percent in 1995.
In recognition of the increase in loans, an increase in net loan
losses, and industry trends in credit quality measures, the provision
for loan losses was raised in 1996. In the second quarter, the
provision for loan losses was $840 thousand in 1996 compared with $480
thousand in 1995. In the first half, the provision was $1.6 million in
1996 and $1.0 million in 1995.
On June 30, 1996, the allowance for loan losses was $14.1 million,
or 1.10 percent of loans, net of unearned income. One year earlier, the
allowance was $13.9 million, or 1.19 percent of loans, net of unearned
income. In the second quarter of 1996, net loan losses were $532
thousand, or .17 percent of average loans. In the second quarter of
1995, net loan losses were $622 thousand, or .21 percent of average
loans. After six months net loan losses were $966 thousand in 1996 and
$829 thousand in 1995. Those amounts represented .16 percent and .15
percent of average loans in the first half of 1996 and 1995,
respectively.
Non-interest income increased 16 percent in the second quarter and
17 percent in the first half of 1996 over amounts recorded in the
comparable periods in 1995. The leading factors in the second quarter
and first half increases were deposit account fees, mortgage loan sales
income, and other income. Deposit account fees increased 9 percent in
both the second quarter and first half of 1996 compared with the like
periods in 1995. Higher revenues from return check charges were
principally responsible for these increases. Income from selling
mortgage loans in the secondary market rose significantly as the result
of an increase in the volume of originations of fixed rate mortgages.
Higher interest rates near the end of the second quarter may shift
future mortgage loan volume towards adjustable rate mortgages. Such
loans are generally held in the loan portfolio and, therefore, would not
be sold in the secondary market. Other income benefited from higher
credit card fees and revenues from the sale of investment products. In
the first half of 1996, credit card fees were 41 percent, or $103
thousand, higher than in the comparable 1995 period. The sale of
investment products added $345 thousand to first half 1996 non-interest
income.
Non-interest expense increased 2 percent in the second quarter and
less than one percent in the first half of 1996 over amounts recorded in
the comparable 1995 periods. The largest factor affecting these
comparisons was F.D.I.C. insurance assessments, which decreased $913
thousand in the second quarter and $1.819 million in the first half of
1996 compared with the respective periods in 1995. Two non-recurring
items also were recorded in the second quarter of 1996 in non-interest
expense. A writedown of certain real estate raised occupancy expense
$438 thousand in the second quarter of 1996. The writedown was recorded
in accordance with Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of, which the corporation adopted in the first
quarter of 1996. The writedown recognized the permanent impairment in
value of a building used in the Corporations banking operations. A
recovery from the sale of a foreclosed property in the second quarter of
1996 lowered other expense $448 thousand. The net effect of these two
non-recurring items was not significant to total non-interest expense in
the second quarter of 1996.
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 bank affiliate has the
ability to borrow from the Federal Reserve and from the Federal Home
Loan Bank. The Corporation considers its sources of liquidity to be
ample to meet its needs.
CAPITAL RESOURCES
On June 30, 1996, shareholders' equity totaled $229 million, or 11
percent of total assets. Included in shareholders' equity on June 30,
1996 were unrealized losses, net of the deferred tax effect, of $236
thousand on securities available for sale. In the first half of 1996,
shareholders' equity averaged $230 million, or 8 percent above the first
half 1995 average of $213 million. On June 30, 1996, the book value of
a share of common stock was $15.14, or 6 percent above the year earlier
$14.34.
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
On April 23, 1996, the Corporation held its annual meeting of
shareholders, at which time shareholders elected 13 directors to serve until
the next annual meeting of shareholders, and approved the selection of KPMG
Peat Marwick LLP as the Corporation's independent auditors for 1996. The
number of votes cast for and the number of votes withheld for each director
are set forth below:
For Withhold Authority
John T. Casteen, III 12,444,968 354,946
Hovey S. Dabney 12,485,729 314,185
Lawrence S. Eagleburger 12,250,964 548,950
Hunter Faulconer 12,477,967 321,947
Fred L. Glaize, III 12,492,334 307,580
Henry H. Harrell 12,486,552 313,362
Alex J. Kay, Jr. 12,486,052 313,862
J. A. Kessler, Jr. 12,489,296 310,618
O. Kenton McCartney 12,492,666 307,248
W. A. Rinehart, III 12,483,211 316,703
Gilbert M. Rosenthal 12,490,629 309,285
Alson H. Smith, Jr. 12,486,491 313,423
H. A. Williamson, Jr. 12,492,832 307,082
The number of votes cast for and against KPMG Peat Marwick LLP as independent
auditors for 1996, as well as the number of abstentions in connection with
such vote, are set forth below:
For: 12,622,261 Against: 65,458 Abstain: 112,195
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 Bankshares, Inc. filed no reports on Form 8-K during the
quarter ended June 30, 1996.
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.
August 14, 1996 By: O. Kenton McCartney
President and
Chief Executive Officer
and
By: Allen T. Nelson, Jr.
Senior Vice President,
Chief Financial Officer,
and Treasurer
EXHIBIT INDEX
Exhibit No. Page
3. Articles of Incorporation and Bylaws:
(a) Articles of Incorporation incorporated by
reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1984.
(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) Amended and Restated Bylaws dated January 24, 1995,
incorporated by reference to Jefferson Bankshares'
Annual Report on Form 10-K for 1994.
4. Instruments defining the rights of security holders
including indentures:
(a) Articles of Incorporation, 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.
10. Material Contracts:
(a) Senior Officers Supplemental Pension Plan,
incorporated by reference to Jefferson
Bankshares' 1982 Annual Report on Form 10-K.
(b) Split Dollar Life Insurance Plan, incorporated
by reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1984.
(c) 1995 Long Term Incentive Stock Plan, incorporated
by reference to Exhibit 99(a) to Form S-8 of
Jefferson Bankshares, File No. 33-60799.
(d) Amendment dated June 27, 1995 to Long Term Incentive
Stock Plan, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
June 30, 1995.
(e) Deferred Compensation and Stock Purchase Plan for
Non-Employee Directors, incorporated by reference
to Exhibit 99(a) to Form S-8 of Jefferson Bankshares,
File No. 33-57461.
(f) 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.
(g) 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.
(h) Executive Severance Agreement dated December 6, 1993
between Jefferson Bankshares, Inc. and Allen T.
Nelson, Jr., incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1994.
(i) Executive Severance Agreement dated October 25, 1993
between Jefferson Bankshares and William M. Watson, Jr.,
incorporated by reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1995.
(j) 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.
(k) Amendment dated February 15, 1995, to the 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' report on Form 10-Q for the
quarter ended March 31, 1995.
(l) 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.
(m) Amendment dated as of May 19, 1994, to the Amended
and Restated Split Dollar Life Insurance Agreement
dated October 29, 1993 between Jefferson Bankshares
and O. Kenton McCartney, incorporated by reference
to Exhibit 10(p) to Form S-4 of Jefferson Bankshares,
File No. 33-53727.
(n) Split Dollar Life Insurance Agreement dated
January 6, 1995 between Jefferson Bankshares, Inc. and
Allen T. Nelson, Jr., incorporated by reference to
Jefferson Bankshares' Annual Report on Form 10-K for 1994.
(o) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and William M. Watson, Jr., incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1995.
27. Financial Data Schedule 13
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<S> <C>
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<PERIOD-END> JUN-30-1996
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0
0
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</TABLE>
