EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ Lewis N. Miller, Jr.
-------------------------------------
Lewis N. Miller, Jr.
Date: March 6, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ Charles W. Tysinger
-------------------------------
Charles W. Tysinger
Date: May 12, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ James F. Betts
-------------------------------
James F. Betts
Date: March 5, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ Alvin R. Clements
-------------------------------
Alvin R. Clements
Date: March 5, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ Phyllis L. Cothran
-------------------------------
Phyllis L. Cothran
Date: March 5, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ Jack H. Ferguson
-------------------------------
Jack H. Ferguson
Date: March 5, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ James F. Campbell
-------------------------------
James F. Campbell
Date: June 3, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ G. Bruce Miller
-------------------------------
G. Bruce Miller
Date: March 5, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ T. Justin Moore, III
-------------------------------
T. Justin Moore, III
Date: March 5, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ Richard L. Morrill
-------------------------------
Richard L. Morrill
Date: March 5, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ Lloyd U. Noland, III
-------------------------------
Lloyd U. Noland, III
Date: March 5, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ William G. Reynolds, Jr.
-------------------------------
William G. Reynolds, Jr.
Date: March 5, 1997
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a director and
officer of Central Fidelity Banks, Inc. (the "Company"), a Virginia corporation,
hereby constitutes and appoints each of Charles W. Tysinger, William N. Stoyko
and James F. Campbell, any of whom may act individually, as my attorney-in-fact,
each with power of substitution and resubstitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or
other appropriate form), with any and all schedules, exhibits and other
documents pertaining thereto or in connection therewith, and any and all
amendments and supplements thereto, relating to the registration under the
Securities Act of 1933, as amended, of the following securities and/or an
exchange offer for such securities (collectively, the "Securities"): (a)
unsecured junior subordinated debt securities (the "Debt Securities") of the
Company not to exceed an aggregate principal amount of $100,000,000, (b) common
securities and preferred securities (the "Trust Securities") of one or more
business trusts (the "Trust(s)") formed by the Company in an aggregate amount of
up to $100,000,000, the proceeds of the sale of such Trust Securities to be used
to by the Trusts(s) to purchase the Debt Securities and (c) guarantees issued by
the Company for the payment of amounts payable by the Trust(s) on the Trust
Securities. The attorneys-in-fact are further authorized to execute and deliver
all documents, instruments, agreements and regulatory or governmental filings to
the Commission and any applicable securities or Blue Sky authorities of any
state or other jurisdiction in connection with the offer and sale of the
Securities. The undersigned hereby ratifies and confirms all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
/s/ Kenneth S. White
-------------------------------
Kenneth S. White
Date: March 5, 1997