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 March 3, 1997, 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, as amended
(the "Split Dollar  Agreement"),  pursuant to which  Executive has received Four
Hundred  Fifty-Seven  Thousand Dollars  ($457,000) of life insurance  protection
under the Plan.

        C.      The Company has selected Executive to receive an additional
Two Hundred Eighty-Five Thousand Dollars ($285,000) 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:General Counsel 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



Policy Number:                          9,649,870

Face Amount:                            $335,000

Executive Death Benefit:                $285,000