FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________to____________________ For Quarter Ended Commission file number 0-15729 PREMIER BANKSHARES CORPORATION (Exact name of registrant as specified in its charter) VIRGINIA 54-1377250 State or other jurisdiction of (I. R. S. Employer) incorporation or organization Identification No.) 29 College Drive P. O. Box 1199, Bluefield, VA 24605 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code (703)322-2242 _____________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report). Indicate by 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No ___. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 1995. Common stock, $2 par value - 4,987,802 shares. INDEX Page No. PartI. Financial Information: Item 1. Financial Statements Consolidated Balance Sheets - March 31, 1995 and December 31, 3 1994 Consolidated Statements of Income - Three Months March 31, 1995 and 4 1994 Consolidated Statements of Stockholders' Equity - Three Months 5 Ended March 31, 1995 and 1994 Consolidated Statements of Cash Flows Three Months Ended March 31, 6 1995 and 1994 Notes to Consolidated Financial 7-10 Statements Supplemental Financial Data (Tables 11-13 I - III) Item 2. Management's Discussion and Analysis of Financial 14-15 Condition and Results of Operations Part II. Other Information: Item 1. Legal Proceedings 16 Item 2. Changes in Securities 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of 16 Item 5. Security Holders Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 ITEM 1. FINANCIAL INFORMATION: PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars) March 31, December 31, 1995 1994 ASSETS: Cash and Due From Banks 19197 19475 Interest-bearing Deposits in Banks Securities Held to Maturity (Approximate Market Value $87,208 in 1995, $85,153 in 1994) 88727 88766 Securities Available for Sale (Amortized Cost $139,591 in 1995, $151,980 in 1994) 133580 142682 Federal Funds Sold 16953 17240 Loans, Net of Unearned Income of $5,870 in 1995, $6,554 in 1994 and Allowance for Loan Losses of $5,998 in 1995 and $5,844 in 1994 364843 360860 Bank Premises and Equipment 14305 14259 Other Assets 12338 11911 TOTAL ASSETS 649943 655193 LIABILITIES: Deposits: Demand 65006 63784 Interest-bearing Demand 65034 67518 Savings 145846 160323 Large Denomination Certificates of Deposit 49001 44978 Other Time 237314 232807 TOTAL DEPOSITS 562201 569410 Short-term Debt 17569 21377 Other Liabilities 4454 2213 Long-term Debt 1800 1900 TOTAL LIABILITIES 586024 594900 SHAREHOLDERS' EQUITY: Capital Stock-Common-$2 Par 10,000,000 Authorized; 4,987,802 Shares Issued in 1995 and 1994 9975 9975 Surplus 22029 22029 Undivided Profits 36004 34501 Net Unrealized Loss on Securities (4089) (6212) TOTAL STOCKHOLDERS' EQUITY 63919 60293 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 649943 655193 <FN> Notes to financial statements are an integral part of these statements. PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED STATEMENTS OF INCOME (In Thousands of Dollars) Three Months Ended March 31, 1995 1994 INTEREST INCOME: Interest and Fees on Loans 8733 7900 Federal Funds Sold 229 297 Money Market Deposits 11 Interest on Investments Held to Maturity, Taxable 29 335 Interest on Investments Held to Maturity, Nontaxable 882 801 Interest on Securities Held for Sale-Taxable 2249 2231 Interest on Securities Held for Sale, Nontaxable 77 123 Total Interest Income 12199 11698 INTEREST EXPENSE: Demand Deposits 462 440 Savings Deposits 1234 1557 Large Denomination Certificates of Deposit 590 529 Other Time Deposits 2750 2359 Short-term Debt 221 114 Long-term Debt 37 Total Interest Expense 5294 4999 Net Interest Income 6905 6699 ADDITION TO ALLOWANCE FOR LOAN AND LEASE LOSSES 188 92 Net Interest Income After Addition to Allowance for Loan and Lease Losses 6717 6607 OTHER INCOME: Service Charges on Deposit Accounts 509 447 Trust Department Income 39 35 Other Service Charges, Commissions and Fees 386 361 Other Operating Income 117 80 Security Gains (40) 672 Total Other Income 1011 1595 OTHER EXPENSES: Salaries 1922 1840 Employee Benefits 485 531 Occupancy Expenses 225 227 Furniture and Equipment Expenses 299 290 Other Operating Expenses 1887 1736 Total Other Expense 4818 4624 Income Before Income Taxes 2910 3578 Applicable Income Taxes 708 963 Net Income 2202 2615 NET INCOME PER SHARE .44 .52 CASH DIVIDENDS PER SHARE .14 .11 <FN> The notes to financial statements are an integral part of these statements. PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In Thousands of Dollars) Three Months Ended March 31, 1995 1994 Balance at Beginning of Year 60293 59769 Net Income 2202 2615 Cash Dividends Declared (698) (529) Change in Valuation Allowance for Securities 2122 (1839) Balance at End of Period 63919 60016 <FN> The notes to financial statements are an integral part of these statements. PREMIER BANKSHARES CORPORATION AND AFFILIATES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of Dollars) Three Months Ended March 31, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income 2202 2615 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Depreciation and Amortization of Premises and Equipment 241 231 Provision for Loan Losses 188 92 Amortization of: Goodwill and Intangibles 72 61 Premiums and Accretion of Discounts,Net 115 127 Security Gains 40 (672) Increase in Other Assets (497) (426) Increase in Other Liabilities 2241 686 Net Cash Provided by Operating Activities 4602 2714 CASH FLOWS FROM INVESTING ACTIVITIES: Net (Increase) Decrease in Temporary Investments 287 15277 Sale of Securities Available for Sale 5567 5041 Maturities of Securities Available for Sale 3687 13799 Purchases of Securities Available for Sale (1485) (33066) Maturities of Securities Held to Maturity 4334 3035 Purchase of Securities Held to Maturity (1195) (17871) Net Increase in Customer Loans (3971) (3231) Premises and Equipment Expenditures (289) (143) Sales of Premises and Equipment Net Cash Used in Investing Activities 6935 (17159) CASH FLOWS FROM FINANCING ACTIVITIES: Net Increase in Demand Deposits, Now and Savings Accounts (15739) 12479 Net Increase in Time Deposits 8530 409 Payments on Long-term Debt (100) Net Increase (Decrease) in Short-term Debt (3808) 4850 Cash Dividends Paid (698) (529) Net Cash Provided by Financing Activities (11815) 17209 Net Increase in Cash and Due from Banks (278) 2764 CASH AND DUE FROM BANKS: Beginning 19475 15057 Ending 19197 17821 Supplemental Disclosures of Cash Flow Information: Cash Payments for Interest Paid: To Depositors 4598 4275 On Federal Funds Purchased and Securities Sold Under Agreement to Repurchase 224 113 Income Taxes 225 <FN> The notes to financial statements are an integral part of these statements. PREMIER BANKSHARES CORPORATION AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. General The consolidated statements include the accounts of Premier and its affiliates. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial positions as of March 31, 1995, and December 31, 1994, and the results of operations and cash flows for the three months ended March 31, 1995 and 1994. The results of operations for the three months ended March 31, 1995, are not necessarily indicative of the results to be expected for the full year. 2. Investment Securities Carrying amounts and fair values of securities being held to maturity are summarized as follows: March 31, 1995 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Government Agencies and Corporations 6506 1 397 6110 Obligations of States and Political Subdivisions 70392 563 846 70109 Corporate Securities Mortgage-backed Securities 11829 840 10989 88727 564 2083 87208 December 31, 1994 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Government Agencies and 6003 613 5390 Corporations Obligations of States and 70712 798 2698 68812 Political Subdivisions Corporate Securities 449 23 426 Mortgage-backed Securities 11602 8 1085 10525 88766 806 4419 85153 2. Investment Securities (continued) Amortized cost and carrying amount (estimated fair value) of securities available for sale are summarized as follows: March 31, 1995 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities 21058 50 151 20957 U.S. Government Agencies and Corporations 26568 832 25736 Obligations of States and Political Subdivisions 5176 14 13 5177 Corporate Securities 1098 39 1059 Mortgage-backed Securities 80726 4804 75922 Marketable Equity 1511 101 1410 Other Debt Securities 3433 1 115 3319 139570 65 6055 133580 December 31, 1994 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value (In Thousands of Dollars) U.S. Treasury Securities 23040 29 472 22597 U.S. Government Agencies and Corporations 39844 2 2852 36994 Obligations of States and Political Subdivisions 7285 47 137 7195 Corporate Securities 3885 27 146 3766 Mortgage-backed Securities 74643 8 5519 69132 Marketable Equity 1596 222 1374 Other Debt Securities 1687 63 1624 151980 113 9411 142682 Three Months Ended March 31, 1995 1994 (In Thousands of Dollars) Gross proceeds from sales of Securities 5567 5041 Gross Gains on Sale of Securities 62 672 Gross Losses on Sale of Securities 102 Net Securities Gains (Losses) (40) 672 PREMIER BANKSHARES CORPORATION AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued 3. Loans The following is a summary of loans outstanding at the end of the periods indicated: March 31, December 31, 1995 1994 (In Thousands of Dollars) Commercial, Financial, and Agricultural 134179 116506 Real Estate - Construction 8894 8654 Real Estate - Mortgage 137924 151972 Loans to Individuals 94360 94520 Others 1354 1606 376711 373258 Less Unearned Income (5870) (6554) 370841 366704 Less Allowance for Loan and Lease Losses (5998) (5844) 364843 360860 The following schedule summarizes the changes in the allowance for loan and lease losses: March 31, March 31, December 31, 1995 1994 1994 (In Thousands of Dollars) Balance, Beginning 5844 5227 5226 Provision Charged Against Income 188 92 1144 Recoveries 134 170 446 Loans Charged Off (168) (117) (972) Balance, Ending 5998 5372 5844 Nonperforming assets consist of the following: March 31, December 31, 1995 1994 (In Thousands of Dollars) Nonaccrual Loans 2322 3018 Restructured Loans 925 1172 Nonperforming Loans 3247 4190 Foreclosed Properties 1036 677 Nonperforming Assets 4283 4867 <FN> Total loans past due 90 days or more and still accruing were $565 on March 31, 1995 and $711 on December 31, 1994. PREMIER BANKSHARES CORPORATION AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued 4. Short-term Debt Short-term debt consists of the following: March 31, December 31, 1995 1994 (In Thousands of Dollars) Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 17569 19877 Other Short-term Borrowing 1500 Total Short-term Debt 17569 21377 5. Long-term Debt March 31, December 31, 1995 1994 (In Thousands of Dollars) Note Dated 9/16/94 @ 7.60% Quarterly Installments - $100,000 1800 1900 Total Long-term Debt 1800 1900 6. Earnings Per Share Earnings per share are computed on the weighted average common shares outstanding of 4,987,802 for both the three months ended March 31, 1995 and March 31, 1994, respectively. 7. Capital Requirements A comparison of the Company's capital as of March 31, 1995 with the minimum requirements is presented below. Minimum Actual Requirements Tier I Risk-based Capital 15.37 % 4.00 % Total Risk-based Capital 16.76 % 8.00 % Leverage Ratio 10.24 % 4.00 % TABLE I Consolidated Selected Financial Data (Amounts in thousands, except per share data) 1995 First Quarter Interest Income 12199 Interest Expense 5294 Net Interest Income 6905 Provision for Loan Losses 188 Net Income 2202 Per Share Data: Net Income .44 Cash Dividends Paid .14 Total Average Stockholders' Equity 59938 Total Average Assets 653074 Ratios: Average Stockholders' Equity to Total Average Assets 9.18 Return on Average Equity 14.70 Return on Average Assets 1.35 1994 Fourth Third Second First Quarter Quarter Quarter Quarter Interest Income 12232 12059 11930 11671 Interest Expense 5210 5042 5056 4999 Net Interest Income 7022 7017 6874 6672 Provision for Loan Losses 441 456 155 92 Net Income 1974 2197 2255 2580 Per Share Data: Net Income .40 .44 .45 .52 Cash Dividends Paid .14 .12 .11 .11 Total Average Stockholders' Equity 60583 61215 59664 59349 Total Average Assets 655553 656902 666663 652270 Ratios: Average Stockholders' Equity to Total Average Assets 9.24 9.32 8.95 9.10 Return on Average Equity 13.03 14.36 15.12 17.39 Return on Average Assets 1.20 1.34 1.35 1.58 TABLE II DISTRIBUTION OF ASSETS, LIABILITIES, STOCKHOLDERS' EQUITY, INTEREST RATES AND INTEREST DIFFERENTIAL The following schedule presents the condensed consolidated average balance sheets and the average rates earned and paid by Premier and its affiliates on a fully taxable equivalent basis assuming a 34% tax rate for the three months ended March 31, 1995 and 1994. Nonaccruing loans are included in the total loans. 1995 1994 Average Interest Yield/ Average Interest Yield/ Balance And Fees Rate Balance And Fees Rate (In Thousands of Dollars) (In Thousands of Dollars) Assets: Interest-earning Assets: Loans and Leases 369497 8740 9.46 338580 7900 9.33 Taxable Investment Securities 153160 2278 5.95 178760 2566 5.74 Nontaxable Investment Securities 71903 1453 8.08 68369 1400 8.19 Interest-bearing Deposits with Other Banks 420 11 10.48 Federal Funds Sold and Securities Purchased Under Agreements to Resell 15804 229 5.80 31405 297 3.78 Total Interest-earning Assets 610364 12700 8.32 617534 12174 7.89 Noninterest-earning Assets: Cash and Noninterest- bearing Deposits 22389 17535 Premises and Equipment,Net 14304 11113 Other Assets 11925 11395 Less Allowance for Loan and Lease Losses (5908) (5307) Total Assets 653074 652270 Liabilities and Stockholders' Equity Interest-bearing Liabilities: Demand Deposits 66342 462 2.79 62488 440 2.82 Savings Deposits 152251 1234 3.24 182287 1557 3.42 Large Denomination Certificates of Deposit 49355 590 4.78 48678 529 4.35 Other Time Deposits 235871 2750 4.66 218933 2359 4.31 Short-term Borrowings 18645 221 4.74 17862 114 2.55 Long-term Debt 1977 37 7.49 Total Interest-bearing Liabilities: 524441 5294 4.04 530248 4999 3.77 Noninterest-bearing Liabilities: Demand Deposits 65230 57433 Other Liabilities 3465 5239 Stockholders' Equity 59938 59350 Total Liabilities and Stockholders' Equity 653074 652270 Net Interest Differential 4.28 4.12 Net Interest Earnings 7406 7175 Net Yield on Interest-earning Assets 4.85 4.65 TABLE III A summary of the increases and decreases of the items included in the Consolidated Statements of Income are shown below: Net Increases (Decreases) Three Months Ended March 31, 1995 and 1994 (In Thousands of Dollars) Amount Percent INTEREST INCOME: Interest and Fees on Loans 833 10.54 Federal Funds Sold (68) (22.90) Money Market Deposits (11) (100.00) Interest on Investments Held to Maturity, Taxable (306) (91.34) Interest on Investments Held to Maturity Nontaxable 81 10.11 Interest on Securities Held for Sale, Taxable 18 .81 Interest on Securities Held for Sale, Nontaxable (46) (37.40) Total Interest Income 501 4.28 INTEREST EXPENSE: Demand Deposits 22 5.00 Savings Deposits (323) (20.75) Large Denomination Certificates of Deposits 61 11.53 Other Time Deposits 391 16.57 Short-term Debt 107 93.86 Long-term Debt 37 (100.00) Total Interest Expense 295 5.90 Net Interest Income 206 3.08 ADDITION TO ALLOWANCE FOR LOAN LEASE LOSSES 96 104.35 Net Interest Income After Addition to Allowance for Loan and Lease Losses 110 1.66 OTHER INCOME: Service Charges on Deposit Accounts 62 13.87 Trust Department Income 4 11.43 Other Service Charges, Commissions and Fees 25 6.93 Other Operating Income 37 46.25 Security Gains (Losses) (712) (105.95) Total Other Income (584) (36.61) OTHER EXPENSES: Salaries 82 4.46 Employees Benefits (46) (8.66) Occupancy Expenses (2) (.88) Furniture and Equipment Expenses 9 3.10 Other Operating Expenses 151 8.70 Total Other Expense 194 4.20 Income Before Income Taxes (668) (18.67) Applicable Income Taxes (255) (26.48) NET INCOME (413) (15.79) ITEM 2. MANAGEMENT'S DISCUSSION: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Premier's non-bank subsidiary, Premier Bank Services Corporation and Professional Financial Services of Virginia, Inc. remain inactive. Premier formed a new non-bank trust subsidiary, Premier Trust Company in January 1995 which is now operating. In addition, Premier acquired the former Dickenson-Buchanan Bank located in Clintwood, Virginia at year-end 1994 using the pooling-of-interest method of accounting. Prior year financial data reflects this purchase. EARNINGS PERFORMANCE Net income for the first three months of 1995 was $2,202,000, a $413,000 or 15.79% decrease over the $2,615,000 earned for the same period in 1994 due largely to a decrease in security gains of $712,000. One affiliate bank during the first quarter of 1994 disposed of bonds backed by the failed Executive Life Insurance Company, which were in default and had previously been written down, adding approximately $513,000 in security gains; $339,000, net of the tax effect. On a per share basis, net income for the first three months of 1995 decreased to $0.44 compared to $0.52 for the same period in 1994, with 4,987,802 average shares outstanding for the three months ending March 31, 1995 and 1994, respectively. NET INTEREST INCOME Net interest income, before provision for loan losses for the three months ended March 31, 1995, was $6,905,000, a $206,000, or a 3.08% increase from $6,699,000 recorded for the same period of 1994. The net interest differential for this period (the difference between the tax-equivalent yield on interest-bearing assets and the rate paid on interest-bearing liabilities)increased 16 basis points to 4.29%. The tax-equivalent yield on earning assets increased from 7.89% in 1994 to 8.32%, or 43 basis in 1995 while the rate paid on interest-bearing liabilities increased only 27 basis points to 4.04%. The net yield (fully taxable equivalent) on earning assets increased 20 basis points in 1995 to 4.85% compared to 4.65% in 1994. Yields on loans, taxable investment securities and fed funds sold increased 13, 21, and 202 basis points, respectively, while the yield on non-taxable securities decreased by a slight 11 basis points. Rates paid on demand deposits and savings decreased 3 and 18 basis points, respectively, while rates on large denomination and other time deposit rates increased 43, and 35 basis points, respectively. The rate paid on short-term borrowings increased 219 basis points with long-term debt in 1995 with an average rate of 7.49% that did not exist in 1994. OTHER INCOME AND EXPENSES Total other income decreased $584,000 or 36.61% to $1,011,000 due largely to net security losses during in 1995 of $40,000 compared to net security gains of $672,000 in 1994. As mentioned previously, the majority of the 1994 security gains was from a $513,000 gain by one affiliate bank from the sale of bonds which were in default and had been previously written down. Service charges on deposit accounts increased by $62,000, or 13.87%. Other operating income increased $37,000 partially due to approximately $16,000 in gains on sales of foreclosed properties. Other expenses increased $194,000 or 4.20% over March 31, 1994. Salaries increased 4.46%, or $82,000 and employee benefits decreased $46,000 or 8.66%. The most significant changes in other operating expenses were an increase in data processing fees of $70,000 and an incrase in bank franchise tax of $40,000 along with a substantial decrease of $172,000 in legal fees following the settlement of a suit which had been pending and accrued for in 1994. Occupancy and furniture and fixtures costs remained at basically the same level. Less significant increases and decreases account for the difference. INVESTMENTS, LOANS, AND DEPOSITS Net loans increased $3,983,000 or 1.10%, investments decreased $9,941,000 or 3.95%, fed funds sold decreased $287,000 or 1.66%, with an decrease in total assets of $5,250,000 or 0.80% over December 31, 1994. Demand deposits, large denomination certificates and other time deposit increased 1.92%, 8.94%, and 1.94%, respectively. Interest-bearing demand and savings decreased by 3.68% and 9.03%, respectively, from December 1994. Short-term debt which includes fed funds purchased, repurchase agreements and short-term borrowings decreased $3,808,000 over year end 1994. ALLOWANCE FOR LOAN AND LEASE LOSSES The allowance for loan and lease losses on March 31, 1995, was $5,998,000 compared to $5,844,000 at December 31, 1994, and $5,372,000 at March 31, 1994. The ratio of allowance for loan and lease losses to total loans net of unearned income was 1.62% at March 31, 1995. Charge-offs were $168,000 for the first three months of 1995 compared to $117,000 for the same period in 1994. Recoveries of $134,000 were booked in the first three months of 1995; $170,000 in 1994. Management believes the allowance is adequate at the March 31, 1995 level, after making provisions during the year of $188,000. CAPITAL RESOURCES Total stockholders equity or capital amounted to $63,919,000 at March 31, 1995. The leverage ratio at March 31, 1995 was 10.24%. LIQUIDITY AND INTEREST SENSITIVITY Almost the entire deposit base is made up of core deposits with only 8.72% of total deposits composed of certificates of deposit of $100,000 and over. At March 31, 1995, federal funds and investment securities maturing within one year amounted to $33,049,000, or 5.88% of total deposits. In addition, $74,700,000 of investment securities or 13.29% of deposits, mature within the 1-5 year range. The policy of Premier is to maintain the relationship between rate- sensitive assets and rate-sensitive liabilities which will best maximize future profit levels, given existing expectations of interest rate movements. PART II. OTHER INFORMATION Item 1. Legal Proceedings - None Item 2. Changes in Securities - None Item 3. Defaults Upon Senior Securities - None Item 4. Submission of Matters to a Vote of Security Holders - None Item 5. Other Information - None Item 6. Exhibits and reports on Form 8-K a) Exhibits - None b) Form 8-K - None SIGNATURES 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. PREMIER BANKSHARES CORPORATION Date: March 15, 1995 BY /s/ James R.Wheeling James R. Wheeling,President Date: March 15, 1995 BY /s/ Ellen Simpson Ellen Simpson, Secretary (Accounting Officer)