FIRST VIRGINIA BANKS, INC
Common Proxy for Annual Meeting of Stockholders
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas K. Malone, Jr., Richard T.
Selden, and Edward L. Breeden, III, and each of them, proxies with full
power to vote all of the stock of FIRST VIRGINLA BANKS, INC., which the
undersigned has the power to vote at the Annual Meeting of Stockholders
to be held Friday, April 22, 1994, at 6400 Arlington Boulevard, Falls
Church, Virginia, in the Fifth Floor Auditorium at 10:00 a.m., local
time, and any adjournment thereof, in accordance with instructions noted
below, and at their discretion, upon any other business not now known
which properly may come before the said meeting, all as more fully set
forth in the accompanying proxy statement, receipt of which is
acknowledged.
1. ELECTION OF DIRECTORS [] FOR all Class A Nominees [] WITHHOLD AUTHORITY
(For a term of listed below (except as to vote for all
3 years) marked to the contrary Class A Nominees
below) listed below
E. Cabell Brand, Elsie C. Gruver, W. Lee Phillips, Jr.,
Josiah P. Rowe, III, Albert F. Zettlemoyer
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space below.)
___________________________________________________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG as independent
auditors for the year 1994.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
If no choice is indicated on reverse side, this proxy shall be deemed to
grant authority to vote FOR the election of director nominees and to vote
FOR the proposal. The stockholder's signature should be exactly as the name
appears below. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
DATED _____________ , 1994
__________________________
Signature
__________________________
Signature if held jointly
FIRST VIRGINIA BANKS, INC.
Preferred Proxy for Annual Meeting of Stockholders
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas K. Malone, Jr., Richard T.
Selden, and Edward L. Breeden, III, and each of them, proxies with full
power to vote all of the stock of FIRST VIRGINLA BANKS, INC., which the
undersigned has the power to vote at the Annual Meeting of Stockholders
to be held Friday, April 22, 1994, at 6400 Arlington Boulevard, Falls
Church, Virginia, in the Fifth Floor Auditorium at 10:00 a.m., local
time, and any adjournment thereof, in accordance with instructions noted
below, and at their discretion, upon any other business not now known
which properly may come before the said meeting, all as more fully set
forth in the accompanying proxy statement, receipt of which is
acknowledged.
1. ELECTION OF DIRECTORS [] FOR all Class A Nominees [] WITHHOLD AUTHORITY
(For a term of listed below (except as to vote for all
3 years) marked to the contrary Class A Nominees
below) listed below
E. Cabell Brand, Elsie C. Gruver, W. Lee Phillips, Jr.,
Josiah P. Rowe, III, Albert F. Zettlemoyer
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space below.)
___________________________________________________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG as independent
auditors for the year 1994.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
If no choice is indicated on reverse side, this proxy shall be deemed to
grant authority to vote FOR the election of director nominees and to vote
FOR the proposal. The stockholder's signature should be exactly as the name
appears below. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
DATED _____________ , 1994
__________________________
Signature
__________________________
Signature if held jointly
FIRST VIRGINIA BANKS, INC.
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 22, 1994
The Annual Meeting of Stockholders of First Virginia Banks, Inc. will
be held at the main office of First Virginia Banks, Inc., One First Virginia
Plaza, 6400 Arlington Boulevard, Falls Church, Virginia in the 5th Floor
Auditorium at 10:00 a.m. on Friday, April 22, 1994, for the following
purposes:
(1) To elect Class A directors for a term of three years.
(2) To ratify the appointment by the Board of Directors of
Ernst & Young as independent auditors of First Virginia
Banks, Inc. for the year ending December 31, 1994.
(3) To transact such other business as may properly come
before the meeting or any adjournments thereof.
Stockholders of record at the close of business on February 25, 1994,
are entitled to notice of and to vote at the meeting or any adjournments
thereof.
STOCKHOLDERS ARE URGED TO COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED ADDRESSED AND POSTAGE-PAID ENVELOPE
REGARDLESS OF WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
By Order of the Board of Directors,
Thomas P. Jennings
Secretary
Falls Church, Virginia
March 8, 1994
FIRST VIRGINIA BANKS, INC.
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of First Virginia Banks, Inc. (hereinafter
referred to as "First Virginia") of proxies to be voted at the Annual
Meeting of Stockholders of First Virginia to be held at 10:00 a.m. on
Friday, April 22, 1994 or any adjournments thereof. The approximate mailing
date of this Proxy Statement and the accompanying proxy is March 8, 1994.
All properly executed proxies in the accompanying form received by
First Virginia prior to the meeting will be voted at the meeting in
accordance with any direction noted thereon. Proxies on which no
specification has been made will be voted for the nominees listed herein as
directors and for Item 2 on the proxy. Any stockholder who has executed and
delivered a proxy may revoke it at any time before it is voted by attending
the Annual Meeting and voting in person or by giving written notice of
revocation of the proxy to the Secretary or by submitting to First Virginia
a signed proxy bearing a later date.
Both Common and Preferred stockholders of First Virginia are entitled
to vote at the meeting. Each share of Common and Preferred Stock is
entitled to one vote on all matters which may come before the meeting. As
of February 25, 1994, the record date for the determination of stockholders
entitled to notice of and to vote at the meeting, there were 32,444,307
shares of Common Stock and 80,249 shares of Preferred Stock of First
Virginia issued and outstanding. Each share is entitled to one vote. Except
for the election of directors, action submitted to a vote of the
stockholders will be approved if a quorum is present and the votes cast in
favor of the matter constitute a majority of the shares represented at the
meeting and entitled to vote on the matter. With respect to the election of
directors, the five nominees receiving the greatest number of votes cast for
the election of directors will be elected, assuming a quorum is present at
the meeting. The presence in person or by proxy of a majority of the
outstanding shares of Common and Preferred Stock entitled to vote at the
meeting will constitute a quorum. Shares for which the holder has elected
to abstain or withhold the proxy's authority to vote (but not including
broker non-votes) on a matter will count toward a quorum. No person is
known by management of First Virginia to own beneficially, directly or
indirectly, more than 5% of the outstanding stock of First Virginia.
I. ELECTION OF DIRECTORS
The Board of Directors is divided into three classes (A, B and C).
The term of office for Class A directors will expire at this Annual Meeting.
Five persons, all of whom are presently on the Board, have been nominated to
serve as Class A directors. If elected, the five nominees will serve for a
term of three years.
It is the intention of the persons named in the accompanying form of
proxy, unless stockholders specify otherwise by their proxies, to vote for
the election of the five nominees named on the next two pages. Although the
Board of Directors does not expect that any of the persons named will be
unable to serve as a director, should any of them be unable to accept
nomination or election, it is intended that shares represented by the
accompanying form of proxy will be voted by the proxy holders for such other
person or persons as may be designated by the present Board of Directors.
Certain information concerning the nominees for election at this
meeting and the Class B and Class C directors who will continue in office
after the meeting is set forth below and on the following pages, as
furnished by them.
NOMINEES
FOR CLASS A DIRECTOR
Picture E. Cabell Brand, 70, is President of Recovery and
Development Systems, Inc., a company in Salem,
Virginia that engages in business and
environmental consulting and international
development projects. He is a director of First
Virginia Bank-Southwest, Roanoke, Virginia and has
been a director of First Virginia since 1976. He
serves on the Management Compensation and Benefits
Committee and the Director Nominating Committee
and beneficially owns 5,538 shares of Common
Stock. (1)
Picture Elsie C. Gruver, 67, is a community and civic
leader in Arlington, Virginia and has been a
director of First Virginia since 1973. She is
Chairman of the Public Policy Committee and a
member of the Audit Committee and beneficially
owns 7,837 shares of Common Stock. (2)
Picture W. Lee Phillips, Jr., 58, is a professional
engineer and land surveyor based in Falls Church,
Virginia and has been a director of First Virginia
since 1985. He is a director of First Virginia
Bank, Falls Church, Virginia. He serves on the
Audit Committee as well as the Management
Compensation and Benefits Committee and
beneficially owns 8,209 shares. (3)
NOMINEES
(continued)
Picture Josiah P. Rowe, III, 66, is Co-Publisher and
General Manager of The Free Lance Star Publishing
Co. of Fredericksburg, Virginia and has been a
director of First Virginia since 1991. He is a
director of First Virginia Bank, Falls Church,
Virginia. He serves on the Public Policy
Committee and the Director Nominating Committee
and beneficially owns 1,500 shares of Common Stock
and 100 shares of Preferred Stock.
Picture Albert F. Zettlemoyer, 59, is President of the
Government Systems Group of UNISYS Corporation in
McLean, Virginia and is Executive Vice President
of UNISYS and has been a director of First
Virginia since 1978. He serves on the Audit
Committee and chairs the Management Compensation
and Benefits Committee. He beneficially owns
3,000 shares of Common Stock. (4)
CLASS B DIRECTORS
(Serving until the 1995 Annual Meeting)
Picture Edward L. Breeden, III, 59, is a partner in the
law firm of Breeden, MacMillan & Green in Norfolk,
Virginia, and has been a director of First
Virginia since 1982. He is a director of First
Virginia Bank of Tidewater, Norfolk, Virginia and
of First Virginia Life Insurance Company. He
serves on both the Executive Committee and the
Public Policy Committee and chairs the Audit
Committee. He beneficially owns 65,747 shares of
Common Stock. (5)
CLASS B DIRECTORS
(Continued)
Picture Gilbert R. Giordano, 65, is a partner in the law
firm of Giordano, Bush, Villareale & Vaughan, P.A.
in Upper Marlboro, Maryland and has been a
director of First Virginia since 1989. He is
Chairman of the Board of First Virginia Bank-
Maryland, Upper Marlboro, Maryland. He serves on
the Audit Committee and the Director Nominating
Committee and beneficially owns 203,755 shares of
Common Stock. (6)
Picture Eric C. Kendrick, 47, is President of Mereck
Associates, Inc., a real estate management and
development firm in Arlington, Virginia and has
been a director of First Virginia since 1986. He
serves on the Management Compensation and Benefits
Committee and the Public Policy Committee. He
beneficially owns 63,127 shares of Common Stock.
(7)
Picture Richard T. Selden, 71, is the Carter Glass
Professor of Economics at the University of
Virginia in Charlottesville, Virginia and has been
a director of First Virginia since 1978. He is a
director of First Virginia Bank, Falls Church,
Virginia. Dr. Selden serves on the Audit
Committee and beneficially owns 3,200 shares of
Common Stock. (8)
CLASS B DIRECTORS
(Continued)
Picture Robert H. Zalokar, 66, is Chairman of the Board
and Chief Executive Officer of First Virginia and
Chairman of the Board, First Virginia Bank, Falls
Church, Virginia. He has been a director of First
Virginia since 1959. Mr. Zalokar is also Chairman
of First Virginia Life Insurance Company, First
Virginia Mortgage Company and First Virginia
Services, Inc. as well as Chairman or director of
other nonbank affiliates. He serves on the
Executive Committee and is an ex officio member of
the Public Policy Committee and the Director
Nominating Committee. He owns 124,055 shares of
Common Stock. (9)
CLASS C DIRECTORS
(Serving until the 1996 Annual Meeting)
Picture Paul H. Geithner, Jr., 63, is President and Chief
Administrative Officer of First Virginia and has
been a director of First Virginia since 1984. He
is also a director of First Virginia Bank in Falls
Church, First Virginia Life Insurance Company,
First Virginia Insurance Services, Inc., First
Virginia Mortgage Company and other affiliated
companies. He is a member of the Public Policy
Committee and the Executive Committee and
beneficially owns 45,849 shares of Common Stock.
(10)
Picture L. H. Ginn, III, 60, is President of Lighting
Affiliates, Inc., a distributor of electrical
fixtures located in Richmond, Virginia and has
been a director of First Virginia since 1978. Mr.
Ginn is a retired U. S. Army Reserve Major
General. He is Chairman of the Board of First
Virginia Bank-Colonial, Richmond, Virginia. He is
a member of the Executive Committee and the
Director Nominating Committee and beneficially
owns 10,856 shares of Common Stock. (11)
CLASS C DIRECTORS
(continued)
Picture T. Keister Greer, 72, is counsel for Greer &
Melesco, attorneys in Rocky Mount, Virginia and
has been a director of First Virginia since 1976.
He is Chairman of the Board of First Virginia
Bank-Franklin County, Rocky Mount, Virginia. Mr.
Greer is a member of the Public Policy Committee
and the Director Nominating Committee and
beneficially owns 17,400 shares of Common Stock.
(12)
Picture Edward M. Holland, 54, is an attorney in
Arlington, Virginia and a member of the Virginia
General Assembly (Senate) and has been a director
of First Virginia since 1974. He is also a
director of First Virginia Bank, Falls Church,
Virginia. He serves on the Executive Committee
and the Management Compensation and Benefits
Committee and beneficially owns 60,979 shares of
Common Stock. (13)
Picture Thomas K. Malone, Jr., 74, is retired Chairman and
Chief Executive Officer of First Virginia and has
been a director of First Virginia since 1957. He
is a director of First Virginia Bank in Falls
Church, First Virginia Life Insurance Company and
First Virginia Mortgage Company. He is also
Chairman Emeritus of Marymount University in
Arlington, Virginia. Mr. Malone is Chairman of
both the Executive Committee and the Director
Nominating Committee. He also serves on the
Public Policy Committee and beneficially owns
44,632 shares of Common Stock. (14)
(1) Includes 264 shares of Common Stock held indirectly through his
spouse.
(2) Includes 1,782 shares of Common Stock held in a Keogh Plan, 900 shares
held in an Individual Retirement Account, 1,900 shares held in her
spouse's Keogh Plan, and 900 shares held in her spouse's Individual
Retirement Account.
(3) Includes 3,000 shares held by a trust in which Mr. Phillips is a
trustee.
(4) All of the shares are held jointly with his spouse.
(5) Includes 7,500 shares held by a corporation of which Mr. Breeden is
President, 16,325 shares held by two foundations of which Mr. Breeden
is Chairman, 16,275 shares held by two trusts in which Mr. Breeden is
trustee, and 21,900 shares held by an estate in which Mr. Breeden is
the executor.
(6) Includes 4,669 shares held by his spouse, 5,355 shares held by his
spouse as trustee for his son, 108 shares held by his spouse and
daughter, 484 shares held by his spouse and son, 6,000 shares held by
the Giordano Family Foundation and 387 shares held by his daughter.
(7) Includes 16,998 shares held by two trusts in which Mr. Kendrick is
trustee, 1,729 shares held by a corporation in which Mr. Kendrick is a
director and 750 shares held by his spouse.
(8) Includes 652 shares held in a trust in which Dr. Selden is trustee.
(9) Includes options to purchase 5,213 shares of Common Stock which are
currently exercisable.
(10) Includes 2,359 shares held indirectly through his spouse and includes
options to purchase 14,750 shares of Common Stock which are currently
exercisable. It does not include options to purchase 13,750 shares
which are not currently exercisable and 9,750 stock appreciation
rights ("SARs").
(11) Includes 229 shares held indirectly through his spouse and 837 shares
held by a trust in which Mr. Ginn is trustee.
(12) Includes 5,400 shares of Common Stock held by a trust in which Mr.
Greer has a beneficial interest.
(13) Includes 34,479 shares held by a corporation in which Mr. Holland is
an officer, director, and owner.
(14) Includes 10,125 shares of Common Stock held jointly with his spouse
(shared voting and investment power).
As of February 25, 1994, executive officers and directors as a group
beneficially owned 922,049 shares of Common Stock representing approximately
2.8% of those shares outstanding, of which 170,238 shares represent shares
covered by currently exercisable options (or options exercisable within 60
days) and 200 shares of Preferred Stock representing approximately .25% of
those shares outstanding. No officer or director owned as much as 1.0% of
First Virginia Common Stock. Messrs. Breeden, Greer and Giordano are
members of or are associated with law firms which have been in the last two
years, and are proposed in the future to be, retained by First Virginia and
its subsidiaries. During the past two years, Dr. Selden has been and is
proposed in the future to be, retained by First Virginia as a consultant.
Messrs. Brand, Breeden, Geithner, Ginn, Giordano, Greer, Holland, Malone,
Phillips, Rowe, Selden and Zalokar have been directors of various
subsidiaries of First Virginia during the past five years. Ages of the
directors are stated as of February 25, 1994.
BENEFICIAL OWNERSHIP OF NAMED EXECUTIVE OFFICERS
The following table sets forth certain information regarding the named
executives' beneficial ownership of First Virginia Common Stock as of
February 25, 1994.
Shares of Common Stock of First Virginia
Beneficially Owned
Name of Officer Number * Percent of Class
Robert H. Zalokar 124,055 .3824
Paul H. Geithner, Jr. 45,849 .1413
Barry J. Fitzpatrick 40,722 .1255
Shirley C. Beavers, Jr. 31,134 .0960
Justin C. O'Donnell 25,042 .0772
* The amounts shown represent the total shares owned outright by such
individuals together with shares which are issuable upon the exercise of all
stock options which are currently exercisable. Specifically, the following
individuals have the right to acquire the shares indicated after their
names, upon the exercise of stock options: Mr. Zalokar, 5,213; Mr.
Geithner, 14,750; Mr. Fitzpatrick, 25,500; Mr. Beavers, 22,500; and Mr
O'Donnell, 15,750.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
First Virginia's Board of Directors has a standing Audit Committee,
Director Nominating Committee, Management Compensation and Benefits
Committee, Public Policy Committee, and Executive Committee.
The Audit Committee, comprised of Directors Breeden, Giordano, Gruver,
Phillips, Selden, and Zettlemoyer, held five meetings during 1993.
Functions of the Committee include (1) reviewing with the independent public
accountants and management such matters as: the financial statements and
the scope of First Virginia's audit, compliance with laws and regulations,
and the adequacy of First Virginia's system of internal procedures and
controls and resolution of material weaknesses; (2) reviewing with First
Virginia's internal auditors the activities and performance of the internal
auditors; (3) reviewing with management the selection and termination of the
independent public accountants and any significant disagreements between the
independent public accountants and management; and (4) reviewing the
nonaudit services of the independent public accountant. Under Section 36 of
the Federal Deposit Insurance Act, the Audit Committee also performs similar
functions for the two largest First Virginia member banks.
The Director Nominating Committee, comprised of Directors Malone,
Brand, Ginn, Giordano, Greer, Rowe, and Zalokar, held one meeting in 1993.
The functions of the Committee include annually recommending to the Board
the names of persons to be considered for nomination and election by First
Virginia's stockholders and, as necessary, recommending to the Board the
names of persons to be elected to the Board between annual meetings. The
Committee also considers candidates recommended by stockholders upon receipt
of a letter and resume for the proposed candidate. Such information should
be sent to First Virginia's Secretary.
The Management Compensation and Benefits Committee, comprised of
Directors Zettlemoyer, Brand, Holland, Kendrick, and Phillips, held one
meeting in 1993. The Committee has the authority to establish the level of
compensation (including bonuses) and benefits of management of First
Virginia. In addition, the Committee
has authority to award long-term incentive compensation, e.g., stock options
and stock appreciation rights, to First Virginia's management based on such
factors as individual and corporate performance.
The Public Policy Committee, comprised of Directors Gruver, Breeden,
Geithner, Kendrick, Malone, Rowe, and Zalokar, met four times during 1993.
This Committee recommends to the full Board the amount of funds to be
allocated each year for charitable contributions, approves contributions
upon request, and supervises First Virginia's matching gifts program. The
Committee also monitors the programs developed for compliance with the
Community Reinvestment Act and Title VII of the Civil Rights Act of 1964.
The Executive Committee, comprised of Directors Malone, Breeden,
Geithner, Ginn, Holland, and Zalokar, held 12 meetings in 1993. The
Committee exercises all of the powers of the Board of Directors when the
Board is not in session, except for those powers reserved for the Board
under state law and by First Virginia's Articles of Incorporation and Bylaws
and those powers delegated to other committees.
During 1993, there were 12 meetings of the Board of Directors. All
directors attended more than 75% of the aggregate total number of meetings
of the Board and committees of the Board on which they served.
SECTION 16 TRANSACTIONS
Section 16(a) of the Securities Exchange Act of 1934 requires First
Virginia's executive officers and directors to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Executive officers and directors are required by SEC
regulation to furnish First Virginia with copies of all Section 16(a) forms
they file.
Based on a review of the forms that were filed and written
representations from the executive officers and directors, First Virginia
believes that during the year 1993 all filing requirements applicable to its
officers and directors were met.
EXECUTIVE COMPENSATION
The Summary Compensation Table on the following page shows the annual
compensation for First Virginia's Chief Executive Officer and for the four
most highly compensated executive officers other than First Virginia's Chief
Executive Officer for the last three fiscal years:
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
Compensation
(a) (b) (c) (d) (e) (f) (g)
Other
Name Annual Options/ All Other
And Compen- SARs Compen-
Principal Salary Bonus sation Awarded sation
Position Year ($) (1) ($) (2) ($) (3) (#) (4) ($) (5)
Robert H. 1993 500,000 306,388 8,509 0 108,901
Zalokar 1992 490,000 270,714 10,608 0 93,979
Chairman 1991 478,923 210,660 30,000
and Chief
Executive
Officer of
First
Virginia
Paul H. 1993 315,000 131,679 5,583 10,000 60,347
Geithner, Jr. 1992 300,000 113,050 3,987 0 52,513
President 1991 293,885 86,526 11,250
of First
Virginia
Barry J. 1993 189,000 90,406 69,099 10,000 25,203
Fitzpatrick 1992 169,310 72,830 29,236 0 18,723
Executive 1991 152,576 28,366 11,250
Vice
President
of First
Virginia
Shirley C. 1993 189,000 90,406 6,045 10,000 31,385
Beavers, Jr. 1992 175,769 72,830 5,160 0 26,112
Executive 1991 171,250 33,698 11,250
Vice
President
of First
Virginia
and
President,
First
Virginia
Services,
Inc.
Justin C. 1993 202,600 45,386 5,437 2,000 33,604
O'Donnell 1992 192,950 43,394 4,089 0 30,549
Senior Vice 1991 190,481 34,197 4,500
President
of First
Virginia and
President
and Chief
Executive
Officer of
First
Virginia Bank
(1) The Salary Column (Column (c)) includes the base salary earned by
the executive officer, which includes amounts that are deferred under the
First Virginia Banks, Inc. Employees Thrift Plan and the First Virginia Pre-
Tax Health Benefit Plan.
(2) The Bonus Column (Column (d)) includes the amount earned as a bonus
for that year even if paid in the following year. It also includes amounts
earned for that year under the First Virginia Banks, Inc. Profit Sharing Plan.
(3) The Other Annual Compensation Column (Column (e)) includes the
amount of taxes paid by First Virginia for certain benefits. In the case of
Barry J. Fitzpatrick, it includes perquisites which amounted to $46,503 for
1993. Of this amount, $23,432 was for a country club initiation fee and dues
and $15,247 was for moving expenses. None of the other named executive
officers had perquisites and other personal benefits that exceeded the lesser
of $50,000 or 10% of the total of annual salary and bonus reported for the
named executive officer in the Summary Compensation Table.
(4) Column (f) includes the number of stock options and SARs that were
granted, after adjusting for the three-for-two stock split in July, 1992.
Some of the options granted in 1991 had tandem SARs attached to them.
(5) The All Other Compensation Column (Column (g)) includes the amount
paid by the employer under the First Virginia Banks, Inc. Employees Thrift
Plan which, for each of the named officers, was $6,745. It also includes the
amounts paid by the employer under the First Virginia Supplemental Benefits
Plan. This plan provides supplemental retirement benefits for those key
officers who are restricted from receiving further benefits under the Thrift
Plan as a result of the $8,994 limitation on pretax contributions imposed by
the Internal Revenue Code for 1993. For 1993, these amounts were: for Mr.
Zalokar, $40,548; Mr. Geithner, $17,703; Mr. Fitzpatrick, $8,637; Mr. Beavers,
$8,648; and Mr. O'Donnell, $5,910. It also includes the premium amounts paid
by the employer under the First Virginia Split Dollar Life Insurance Plan.
For 1993, these amounts were: for Mr. Zalokar, $41,750; Mr. Geithner, $28,247;
Mr. Fitzpatrick, $8,642; Mr. Beavers, $14,800; and Mr. O'Donnell, $15,296. It
also includes the "above-market" earnings on deferred compensation earned
during 1993. These amounts were: for Mr. Zalokar, $19,858; Mr. Geithner,
$7,652; Mr. Fitzpatrick, $1,179; Mr. Beavers, $1,192; and Mr. O'Donnell,
$5,653. Pursuant to SEC transition rules regarding executive compensation
disclosure, Columns (e) and (g) do not include information for fiscal year
1991.
First Virginia has supplemental compensation agreements with Messrs.
Zalokar and Geithner which provide that in the event of their resignation or
retirement, they are entitled to annual compensation equal to 60% of their
average annual compensation earned by them during the five consecutive years
of their highest compensation less any benefits they receive under the First
Virginia Pension Trust Plan. "Compensation" under the Agreements includes not
only their "Salary" and "Bonus" shown in the Summary Compensation Table but
any other compensation that would be included on their IRS Form W-2. Mr.
Geithner's Agreement also provide for a 50% survivor benefit to his surviving
spouse should she survive him. Under their supplemental compensation
agreements, Messrs. Zalokar and Geithner are to provide consulting services to
First Virginia following retirement and must not engage in any activities
which compete with First Virginia.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The table on the following page shows for each of the named executive
officers (1) the number of options that were granted during 1993, (2) out of
the total number of options granted to all employees, the percent granted to
the named executive officer, (3) the exercise price, (4) the expiration date
and (5) the potential realizable value of the options, assuming that the
market price of the underlying securities appreciates in value from the date
of grant to the end of the option term, at a 5% and 10% annualized rate.
Stock Option Grants In 1993
Potential
Percent Realizable
of Total Value at
Options Assumed Annual
Options Granted to Exercise Rates of Stock
Granted Employees or Base Expir- Price Appreciation
(# Shs.) in Fiscal Price ation for Option Term
(1) Year (2) ($/Sh.) Date 5%($) 10%($)
Robert H.
Zalokar -- -- -- -- -- --
Paul H.
Geithner,Jr. 10,000 9.09% 32.75 12/14/03 205,960 621,950
Barry J.
Fitzpatrick 10,000 9.09% 32.75 12/14/03 205,960 621,950
Shirley C.
Beavers Jr. 10,000 9.09% 32.75 12/14/03 205,960 621,950
Justin C.
O'Donnell 2,000 1.82% 32.175 12/15/03 40,406 102,398
(1) Except in the case of Mr. Geithner (all of whose options are
exercisable in one year), options granted to the named executive officers in
1993 are exercisable over a five year period provided certain performance
goals are achieved by First Virginia.
(2) Options to purchase 110,000 shares of First Virginia Common Stock
were granted to employees during 1993. No freestanding SARs were granted in
1993 to employees and none of the options that were granted had any tandem
SARs.
The following table shows for each of the named executive officers the
number of shares of First Virginia Common Stock acquired upon the exercise of
stock options and stock appreciation rights during 1993, the value realized
upon their exercise, the number of unexercised stock options and SARs at the
end of 1993 and the value of unexercised in-the-money stock options and SAR
rights at the end of 1993. Stock options or freestanding SARs are considered
"in-the-money" if the fair market value of the underlying securities exceeds
the exercise price of the option or SAR. Some of the stock options which were
granted to First Virginia's executive officers include a provision that would
accelerate the vesting of the options upon a change-in-control of First
Virginia.
Aggregated Options/SAR Exercises in 1993 and
Yearend Options/SAR Values
Value
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/
Shares at Yearend SARs at
Acquired (#) Yearend ($)
Name on Value Exercisable/ Exercisable/
Exercise Realized Unexercisable Unexercisable
(#) ($)
-------- -------- ------------- -------------
Robert H. 30,000 297,501 5,213/0 70,810/0
Zalokar
Paul H. 4,939 137,000 26,500/13,750 328,250/36,250
Geithner, Jr.
Barry J. 1,500 20,750 25,500/13,750 343,750/36,250
Fitzpatrick
Shirley C. 5,154 133,438 22,500/13,750 305,625/36,250
Beavers, Jr.
Justin C. 2,944 110,750 15,750/3,500 231,562/15,750
O'Donnell
PENSION PLAN
The following table shows the estimated annual benefit payable upon
retirement under the First Virginia Pension Trust Plan based on specified
remuneration and years of credited service classifications, assuming a
participant retired on December 31, 1993 at age 65. The table ends at an
average annual pay of $250,000, although because of IRS regulations,
compensation in excess of $235,840 was not taken into account in determining
benefits under the Plan in 1993. In 1994, compensation in excess of $150,000
will not be taken into account in determining benefits under the Plan.
Credited service in excess of thirty years is also not taken into account in
determining benefits under the Plan.
Annual Benefits Under First Virginia's Pension Trust Plan
Average
Annual 10 Years 15 Years 20 Years 25 Years 30 Years
Pay of of of of of
for Past Service Service Service Service Service
60 Months
- --------- ------- ------- ------- ------- -------
$150,000 22,860 34,290 45,720 57,150 68,580
175,000 26,860 40,290 53,720 67,150 80,580
200,000 30,860 46,290 61,720 77,150 92,580
225,000 34,860 52,290 69,720 87,150 104,580
250,000 38,860 58,290 77,720 97,150 115,641
Under the First Virginia Pension Trust Plan, a participant retiring at
age 65 with 30 years of credited service under the Plan will receive a maximum
annual pension benefit equal to 1.1% of his average annual pay multiplied by
30 years of credited service plus 0.5% of his average annual pay in excess of
his covered compensation multiplied by 30 years of credited service. The
calculation of "average annual pay" is based on annual compensation for the
highest five consecutive years out of the participant's final 10 years of
service. "Covered compensation" is calculated by multiplying the annual
average of Social Security taxable wage bases in effect for the 35 years
ending with the last day of the year in which the participant attains Social
Security retirement age.
This table and the Summary Compensation Table may be used to estimate
pension benefits for each of the individuals listed in the Summary
Compensation Table. Remuneration on earnings determining pension benefits
under the Plan includes salaries and bonuses (which are listed in the Summary
Compensation Table) but it also includes any other taxable compensation
including compensation resulting from the exercise of nonqualified options and
SARs. Credited service as of December 31, 1993 for each of the named
executives was as follows: Mr. Zalokar, 31 years; Mr. Geithner, 25.3 years;
Mr. Fitzpatrick, 24.4 years; Mr. Beavers, 24.3 years and Mr. O'Donnell, 11.3
years.
DIRECTORS' COMPENSATION, CONSULTING ARRANGEMENTS AND PLANS WHICH INCLUDE
CHANGE IN CONTROL ARRANGEMENTS
For 1994, directors of First Virginia who are not salaried officers will
be paid an annual retainer of $13,000 per year, a fee of $850 for each meeting
of the Board of Directors attended, and a fee of $700 for each meeting of a
Committee of the Board of Directors attended. Committee chairmen will receive
$850 for each committee meeting they chair, except that the Chairman of the
Executive Committee shall receive $1750 for each meeting. Directors are
reimbursed for out-of-town expenses incurred in connection with Board and
Committee meetings. Directors can participate in First Virginia's deferred
compensation plans which allow them to defer their retainers and fees.
During 1993, Mr. Edwin T. Holland, the founder and former Chairman and
Chief Executive Officer of First Virginia, and Mr. Thomas K. Malone, Jr.,
former Chairman and Chief Executive Officer of First Virginia, were paid
$139,608 and $84,337 respectively under their supplemental compensation
agreements, in addition to the amounts they received from the First Virginia
Pension Trust Plan. Both Messrs. Holland and Malone provide consulting
services under their supplemental compensation agreements.
During 1993, Virginia H. Brown, formerly Virginia H. Beeton, received
$71,000 pursuant to her former husband's Supplemental Retirement Agreement
with First Virginia in addition to what she received from the First Virginia
Pension Trust Plan. Her former husband, Ralph A. Beeton, was Chairman and
Chief Executive Officer of First Virginia.
First Virginia also has two key employee salary reduction deferred
compensation plans, one of which began in 1983 and the other in 1986, and two
directors' deferred compensation plans, one of which also began in 1983 and
the other in 1986, ("Deferred Compensation Plans") for key employees of First
Virginia and its subsidiaries and directors of First Virginia. Under the
Deferred Compensation Plans, participants elect to defer some or all of their
compensation from First Virginia, and First Virginia agrees to pay at
retirement (or to participant's beneficiary or estate on participant's death)
a sum substantially in excess of what each participant has deferred. To fund
the benefits under the Deferred Compensation Plans, First Virginia has
purchased life insurance contracts on the lives of the participants with First
Virginia as the beneficiary. For the period ending December 31, 1993, none of
the executive officers of First Virginia deferred any compensation under the
Deferred Compensation Plans.
The 1983 deferred compensation plans include a provision regarding
"change in control," which is defined to include, among other things, an
acquisition by one person or group of 25% of the voting power of First
Virginia's outstanding securities. Generally, the 1983 Key Employee Salary
Reduction Deferred Compensation Plan requires that an employee continue
his/her position with First Virginia and/or its subsidiaries until retirement
in order to receive his/her benefits. If there is a "change in control" of
First Virginia, and a director is terminated under the directors' plan, or in
the case of the employee plan, an employee is terminated "without cause" or
the employee terminates his/her employment for "good reason," as those terms
are defined under the employee plan, then the director or employee, as the
case may be, becomes entitled to his/her benefits under the 1983 Deferred
Compensation Plans at retirement, notwithstanding the fact that his/her
affiliation with First Virginia has terminated.
In 1988, First Virginia established a Split Dollar Life Insurance Plan
("Split Dollar Plan") under which individual life insurance is available to 17
executive employees (two of whom have retired) including those named in the
Cash Compensation Table. Under the Split Dollar Plan, an executive can
purchase ordinary life insurance policies with coverage of at least two times
the executive's base annual salary, up to a limit of $1,000,000. A portion of
the premiums will be loaned to the executives by First Virginia up to the
later of ten years or the executive's retirement date. At the end of this
period, if assumptions about mortality, dividends and other factors are
realized, First Virginia will recover all of its loans for premiums from the
cash value of the policy. The policy will then be transferred to the
executive, who will pay all further premiums, if any, under the policy.
Executives who participate in the Split Dollar Plan forego any insurance
coverage over $50,000 under the First Virginia Group Life Insurance Plan.
During 1989, the Split Dollar Plan was amended so that in the event of a
"change in control," which term is defined in the same manner as the 1983
deferred compensation plans, only the executive would have the right to
terminate the policy.
First Virginia's Board of Directors approved in 1992 the establishment
of a trust with Chemical Bank as the trustee to partially secure the benefits
of some of First Virginia's nonqualified compensation plans, including the
Deferred Compensation Plans and the First Virginia Supplemental Benefits Plan,
in case of a change in control. Under the trust agreement establishing the
trust, if a "change in control" takes place, the trustee would pay the
benefits under the covered compensation plans out of the trust assets that
have been contributed to the trust by First Virginia if First Virginia refused
to pay the benefits. The trust is considered a "grantor trust" subject to the
claims of First Virginia's general creditors. For accounting purposes, the
trust assets are considered corporate assets and, therefore, there will be no
balance sheet impact to First Virginia from the establishment of the trust.
The trust agreement does not include a provision which would accelerate the
vesting or payment of any of the benefits under the covered compensation plans
in case of a change in control. During 1993, First Virginia contributed
approximately $1,464,000 to the Trust.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of First Virginia's Management Compensation and
Benefits Committee are E. Cabell Brand, Edward M. Holland, Eric C. Kendrick,
W. Lee Phillips, Jr. and Albert F. Zettlemoyer. Edward M. Holland is the son
of Edwin T. Holland, the founder and former Chairman and Chief Executive
Officer of First Virginia. As noted above, Edwin T. Holland receives a fee
from First Virginia pursuant to a Supplemental Compensation Agreement. Also,
as noted above, Edward M. Holland's sister, Virginia H. Brown, receives a
benefit pursuant to her former husband's Supplemental Retirement Agreement
with First Virginia. Albert F. Zettlemoyer's daughter is an officer of First
Virginia Bank. None of the members of the Management Compensation and
Benefits Committee served as members of the compensation committees of another
entity. No executive officer of First Virginia served as a director of
another entity that had an executive officer serving on First Virginia's
compensation committee. No executive officer of First Virginia served as a
member of the compensation committee of another entity which had an executive
officer who served as a director of First Virginia.
MANAGEMENT COMPENSATION AND BENEFITS COMMITTEE
REPORT CONCERNING FIRST VIRGINIA'S
EXECUTIVE COMPENSATION POLICY
The Management Compensation and Benefits Committee (the "Committee") of
the Board of Directors establishes the policy for the compensation of the
executive officers of First Virginia. It is also responsible for
administering some of First Virginia's executive compensation programs. The
Committee is composed entirely of outside directors who are not eligible, with
the exception of the Directors' Deferred Compensation Plans, to participate in
the plans over which it has authority.
The overall goal of First Virginia's compensation policy is to motivate,
reward and retain its key executive officers. The Committee believes this
should be accomplished through an appropriate combination of competitive base
salaries and both short term and long term incentives.
The primary components of First Virginia's executive compensation program
are base salaries, bonuses, (e.g. short term compensation), and equity
compensation (e.g. long term compensation). Executive officers also
participate in other broad based employee compensation and benefit programs.
Base Salary
The Committee's policy for determining base salaries is that two primary
factors should be considered:
(1) the degree of responsibility the executive officer has, and
(2) the compensation levels of corresponding positions at other banking
companies of comparable size that compete with and serve the same
markets as First Virginia. This "Local Peer Group" of companies
consists of Central Fidelity Banks, Inc., Crestar Financial
Corporation and Signet Banking Corporation based in Virginia, First
Maryland Bancorp and Mercantile Bankshares Corporation based in
Maryland, and First Tennessee National Corporation and First
American Corporation of Tennessee. Base salaries are targeted to
be competitive with those in the "Local Peer Group." For 1993 Mr.
Zalokar's base salary was $500,000 which was approximately the mid-
point of the salaries for CEOs paid to his counterparts in the
"Local Peer Group."
Short Term Incentives/Bonuses
The Committee grants bonuses to the executive officers and CEO based on
the extent to which the corporation achieves or exceeds annual performance
objectives. The Committee may award bonuses to the CEO and to the executive
officers if First Virginia achieves a return on total average assets (ROA) of
at least 1% (the same basis for determining payments of profit sharing to all
employees). ROA is generally considered the most important single factor in
measuring the performance of a banking company and achievement of a 1% ROA is
generally considered the mark of a good performing banking company.
Bonus awards are based on the following:
(a) Up to 50% of the executive's salary may be awarded if First Virginia
achieves a return on average assets ("ROA") equivalent to 80% or
more of its target amount for the year. For the chief executive
officer, First Virginia would also have to achieve 80% of targeted
amounts for return on total stockholders' equity ("ROE"), asset
quality (as determined by the ratios of nonperforming assets to
total loans ["NPA ratio"] and net loan charge-offs ["CO ratio"]) and
capital strength (based on the average equity to asset ratio
["Equity/asset ratio"] and the Tier I risk based capital ratio); and
(b) Up to 30% depending upon the degree to which First Virginia's
earnings, asset quality and capital ratios exceed the average for
the other major banking companies based in the Southeast, (the
"Southeastern Regional Peer Group,") as compiled by Keefe, Bruyette
and Woods, the New York securities firm which specializes
exclusively in the banking and thrift industry; and
(c) Up to 20% may be awarded at the discretion of the Committee based
on an individual executive's performance.
Listed below are the annualized ratios for First Virginia and the
Southeastern Regional Peer Group based on results for the first nine months of
1993, the latest data available to the Committee at the time the incentive
awards were considered.
First Virginia KBW Southeastern
Profit Plan Actual Regional Peer Group
Earnings
ROA 1.44% 1.70% 1.22%
ROE 15.89 18.09 15.68
Asset Quality
NPA Ratio 1.00 .72 1.72
CO Ratio .38 .13 .28
Capital Strength
Equity/Asset Ratio 8.5 9.57 7.94
Tier I Risk Based
Capital Ratio 12.5 16.18 11.18
Based on these results the Committee awarded Mr. Zalokar a bonus of
$280,000.
Long Term Compensation/Stock Options
The Committee believes that the granting of stock options is the most
appropriate form of long term compensation for executives and that such awards
of equity encourage the executive to achieve a significant ownership stake in
First Virginia's success.
Equity compensation awards are only made if First Virginia exceeds the
weighted average of the returns reported by the major competitors in its
banking markets (Central Fidelity, Signet, Crestar, Mercantile Bancshares,
First Tennessee and First American of Tennessee). The performance ratios are
weighted as follows: ROA 35%, ROE 25%, five year cumulative total return to
shareholder ("Five Year Return") 15%, Nonperforming Asset Ratio 15% and
Charge-off Ratio 10%. The following table shows the performance ratios of
First Virginia and average for its major market area competitors of comparable
size for the first nine months of 1993, the latest data available to the
Committee at the time incentive awards were considered.
Market Area
First Virginia Major Competitors
ROA 1.70% 1.33%
ROE 18.09 16.56
Five Year Return 296.80 230.19
NPA Ratio .72 2.20
CO Ratio .13 .81
As of September 30, 1993 (the latest date information is available for
the peer group), the weighted average of these performance factors for First
Virginia was 199.5% of the peer group.
Except in the case of executive officers who are close to retirement,
awards vest and are exercisable over a five-year period in equal annual
installments beginning one year from the date of grant. However, each
installment can only be exercised if the performance goals for that year are
met; otherwise, that portion of the option lapses.
For 1993, the Committee awarded stock options to various executive
officers because First Virginia did meet the performance criteria mentioned
above. Mr. Zalokar did not receive any of the stock option awards.
This report has been prepared by the members of the Management
Compensation and Benefits Committee of the Board of Directors:
E. Cabell Brand
Edward M. Holland
Eric C. Kendrick
W. Lee Phillips
Albert F. Zettlemoyer, Chairman
PERFORMANCE GRAPH
The following performance graph compares the yearly percentage change in
First Virginia's cumulative total shareholder return on its Common Stock with
(1) the cumulative total return of a broad market index that includes
companies whose equity securities are traded on the same exchange or are of
comparable market capitalization and (2) the cumulative total return of a
published industry or line-of-business index.
FIRST VIRGINIA BANKS, INC.
CALCULATION OF FIVE YEAR CUMULATIVE TOTAL RETURN
YEAR ENDED DECEMBER 31, 1993
First S&P
Virginia 400
Banks, Inc. Mid Cap KBW 50
1988 100.00 100.00 100.00
1989 126.30 135.55 118.91
1990 101.05 128.61 85.40
1991 164.67 193.04 135.17
1992 263.39 216.03 172.23
1993 242.94 246.04 181.77
First Virginia believes the most appropriate equity market indices to be
used to measure the price performance of First Virginia's Common Stock are the
"S&P MidCap 400" and the "KBW 50." First Virginia is included as a component
of the S&P Mid Cap 400.
The Standard & Poor MidCap 400 is comprised of 400 securities with market
value between approximately $200 million and $4 billion. First Virginia
considers it more representative of companies its size (yearend 1993 market
capitalization of approximately $1.063 billion) than the S&P 500 index which
is heavily dominated by large capitalization stocks (the 50 largest stocks
account for 50% of the total value of the S&P 500). Also, financial stocks
represent approximately 15% of the S&P Mid Cap 400 index.
The KBW 50 is an index comprised of 50 banking companies, including all
the money center banks and most large regional banks. It was developed by
Keefe, Bruyette & Woods, a New York securities firm which specializes
exclusively in the banking and thrift industry. The KBW 50 is considered more
representative of price performance of the major banking companies in America.
As is the case with the S&P Mid Cap 400 index, the KBW 50 is a market
capitalization weighted index and assumes quarterly reinvestment of dividends.
As indicated in the Management Compensation and Benefits Committee Report
above, return on average assets (ROA) is an important factor for determining
First Virginia's performance and for determining short term and long term
compensation for First Virginia's executive officers. The following chart
compares First Virginia's ROA during the period 1989-1993 with the KBW
Southeastern Regional Peer Group and with a local peer group consisting of
Central Fidelity Banks, Inc., Crestar Financial Corporation, Signet Banking
Corporation, Mercantile Bankshares Corporation, First Tennessee National
Corporation and First American Corporation of Tennessee. As noted in the
Management Compensation and Benefits Committee Report, the Compensation
Committee compared First Virginia's ROA with both these groups as part of
their evaluation of executive compensation.
FIRST VIRGINIA BANKS, INC.
CALCULATION OF FIVE YEAR RETURN ON AVERAGE ASSETS
YEAR ENDED DECEMBER 31, 1993
First Peer Group
Virginia Southern Local Peer
Banks, Inc. Regional Group National
1989 1.39 0.97 0.89 0.94
1990 1.25 0.64 0.54 0.81
1991 1.22 0.76 0.61 0.89
1992 1.50 1.03 0.98 1.12
1993 1.68 1.28 1.36 1.34
TRANSACTIONS WITH MANAGEMENT
During the past year, certain of the directors and officers of First
Virginia and their associates had loans outstanding from First Virginia's
banking subsidiaries. Each of these loans was made in the ordinary course of
the lending bank's business. In some cases, where officers of First Virginia
or its subsidiaries had to be relocated, residential mortgage loans were made
by First Virginia at favorable interest rates. All other loans have been made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
and did not involve more than the normal risk of collectibility, or present
other unfavorable features. As of December 31, 1993, the aggregate amount of
loans outstanding to all directors and executive officers of First Virginia
and associates and members of their immediate families was approximately
$10,908,000.
First Virginia Bank and First Virginia Card Services, Inc. extend VISA
and MasterCard privileges to directors, officers and employees of First
Virginia and its subsidiaries. Except as noted below, interest is charged on
VISA and MasterCard credit balances of employees and officers at a rate of 1%
per month on sales transactions. Directors and executive officers of First
Virginia and its subsidiaries are subject to generally prevailing rates.
II. APPOINTMENT OF INDEPENDENT AUDITORS
At the meeting a vote will be taken on a proposal to ratify the
appointment by the Board of Directors of Ernst & Young as independent auditors
for the year ending December 31, 1994. Ernst & Young has served as
independent auditors for First Virginia since 1974. Representatives of the
firm are expected to be present at the stockholders' meeting and will be
available to respond to appropriate questions and to make a statement if they
desire to do so.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next annual
meeting must be received by the Secretary of First Virginia no later than
November 8, 1994 in order to be included in the proxy materials for the next
annual meeting.
OTHER MATTERS
Management does not know of any other business to be presented to the
meeting except for matters incident to the conduct of the meeting. The
persons named in the accompanying proxy will vote in accordance with the
specifications on the proxy form and will vote in accordance with their best
judgment on any other matters which properly come before the meeting.
The cost of soliciting proxies will be borne by First Virginia. In
addition to solicitation by mail, proxies may be solicited in person, or by
telephone or telegraph, by directors, officers and regular employees of First
Virginia. In addition, First Virginia has engaged D. F. King & Co., Inc. to
aid in the distribution of proxy materials and inquiries and to solicit
proxies from brokers, nominees and security-holding companies for a fee of
$6,500 plus out-of-pocket expenses. First Virginia does not expect to pay any
other compensation for the solicitation of proxies, but will pay brokers,
nominees, fiduciaries and other custodians their reasonable expenses for
sending proxy material to principals and obtaining their instructions.
A copy of First Virginia's Annual Report for 1993, including financial
statements, is being mailed with this Proxy Statement to all stockholders of
record. The Annual Report is not to be regarded as proxy soliciting material.
First Virginia will provide without charge, upon the written request of
any stockholder entitled to vote at the Annual Meeting, a copy of its annual
report for the fiscal year ended December 31, 1993 on Form 10-K, which report
will be filed with the Securities and Exchange Commission on or before March
31, 1994. Stockholders of record on February 25, 1994 and beneficial owners
of such securities should submit requests for such report to Thomas P.
Jennings, Secretary, 6400 Arlington Boulevard, Falls Church, Virginia
22042-2336.