JEFFERSON BANKSHARES, INC.

           AMENDMENT TO THE AMENDED AND RESTATED

       EXECUTIVE SPLIT DOLLAR LIFE INSURANCE AGREEMENT



     This AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE 
SPLIT DOLLAR LIFE INSURANCE AGREEMENT is made as of the 19th 
day of May, 1994, between JEFFERSON BANKSHARES, INC., a 
Virginia corporation (the "Company") and O. KENTON 
MCCARTNEY, an executive employed by the Company or one of 
its subsidiary corporations (the "Executive").
     A.  The Company has adopted a Split Dollar Life 
Insurance Plan (the "Plan") to provide certain executive 
employees with additional life insurance protection under 
split dollar life insurance policies.
     B.  The Company and Executive have entered into an 
Amended and Restated Split Dollar Life Insurance Agreement 
dated as of October 29, 1993 (the "Split Dollar Agreement"),
pursuant to which Executive has received Three Hundred One 
Thousand Dollars ($301,000) of life insurance protection 
under the Plan.
     C.  The Company has selected Executive to receive an 
additional One Hundred Fifty Six Thousand Dollars ($156,000) 
of life insurance protection under the Plan and Executive 
has elected to receive such additional protection


     Now, therefore, in consideration of the foregoing and 
other good and valuable consideration, the receipt of which 
is hereby acknowledged, the parties hereto agree as follows:
     1.  Exhibit A to the Split Dollar Agreement is hereby 
replaced, in its entirety, by Exhibit A attached hereto.  
     2.  Except as set forth in this Amendment, the Split 
Dollar Agreement will remain unchanged and unaltered and 
will continue in full force and effect.
     In consideration of the foregoing, the Company and 
Executive have executed and sealed this Agreement as of the 
day and year first written above.


(SEAL)               JEFFERSON BANKSHARES, INC.



                     By: /s/ William M. Watson, Jr.
                     Title: Vice President and Secretary




                     /s/ O. Kenton McCartney (SEAL)




                             Exhibit A

         Specification of Certain Terms of the Policy






Policy Number:                  6,913,222

Face Amount:                    $242,000

Executive Death Benefit         $220,000



Policy Number:                  7,710,332

Face Amount:                    $95,000

Executive Death Benefit         $81,000



Policy Number:                  6,913,414

Face Amount:                    $110,000

Executive Death Benefit         $92,000



Policy Number:                  7,712,531

Face Amount:                    $80,000

Executive Death Benefit         $64,000