ROANOKE TIMES

                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: WEDNESDAY, March 25, 1992                   TAG: 9203250112
SECTION: BUSINESS                    PAGE: A-5   EDITION: METRO 
SOURCE: DANIEL HOWES BUSINESS WRITER
DATELINE:                                 LENGTH: Medium


DOMINION LOSING CLARKE, MCGLOTHLIN

A LONGTIME Dominion Bankshares Corp. executive and one of its outside directors are leaving their posts. Both insist their decisions are personal and unrelated to the banking company's recent retrenchment.

John Clarke, widely credited for his community service on behalf of Dominion Bankshares Corp. and other groups, said Tuesday he will retire March 31 after 15 years with the company.

And, bank officials confirmed, James W. McGlothlin - chairman and chief executive officer of The United Co., a Bristol-based energy company - has stepped down after 14 years on the Dominion board of directors.

McGlothlin and companies he heads or on whose boards he serves controlled 391,000 shares of Dominion common stock as of Feb. 15 - 1.01 percent of the corporation's 38.6 million outstanding shares, according to the 1991 proxy statement.

McGlothlin was traveling Tuesday and could not be reached for comment, his office said. But Dominion Chairman Warner Dalhouse, referring to a letter from McGlothlin, said McGlothlin's resignation was "purely personal," prompted by "his own busy schedule."

The proxy statement says McGlothlin was the only one of Dominion's 18 directors who did not attend 75 percent of the board's meetings last year. "And I think he doesn't want to repeat that," Dalhouse said.

McGlothlin's letter "also clearly states there's no disagreement with Dominion management or directors over strategy or operations," Dalhouse said.

Dominion directors are paid a $3,000 retainer each quarter and $1,000 for each board or committee meeting they attend, according to the proxy statement. Committee chairmen receive an additional $3,000 annually. McGlothlin was a member of the Human Resources Committee.

U.C.C. Realty Corp., a unit of McGlothlin's United Co., also owns Dominion's corporate headquarters at Jefferson Street and Campbell Avenue. In 1991, Dominion paid the realty company $1,288,099 to lease office space.

In an interview Tuesday, the 56-year-old Clarke said he "chose to do this" because it is "what I should do at this time." He said he began considering retirement last July 31 - the day his second granddaughter, Cameron, was born.

Clarke's thoughts of retirement came barely a month after the company, as part of its restructuring, named him head of community and corporate relations. The new position, whose salary is not part of Dominion's public statements, formalized things he had "been doing all along."

"I'm not mad at anybody," he said. "I'm going to retire on a high plane. I was never given any signal of being demoted, forced out or [that] lurking around the corner [there] was going to be an ax fall on me." There was "nothing to . . . any rumors I was going to be forced out."

Dalhouse agreed, calling Clarke "probably the most universally respected and liked guy in the company. We tried to talk him out of it; he's a very valuable guy."

And the chairman said there is "no relevance at all" to suggestions that Clarke's departure comes at an inopportune time for the Roanoke-based banking company, which is continuing a restructuring to cope, in part, with a damaging recession.

"You guys beat [those rumors] to make something out of nothing," Dalhouse said.

Late Tuesday, Dominion's Blue Ridge Regional Advisory Board elected Clarke to its board, Dalhouse said, and Clarke signed an agreement with the bank to work as a consultant and business developer.

Clarke joined Dominion in 1977. Four years later, he was named regional executive director in charge of the Blue Ridge Region stretching from Lexington to Giles County to Martinsville to Bedford.

But Clarke - saying, "I hate the word `I' " - credits the banking region's success to the people who worked for him.

"I was like the turtle on the fence post: You drive down a country road and you know he didn't get there by himself.

"The ball happened to bounce and I caught it," Clarke continued. "That ain't nothing but luck."

He and his folks helped pioneer the bank's move into private banking and the opening of branches and cash machines inside Kroger supermarkets.

"In '77, when I came to Dominion, banking was kind of easy," he said. "Now it's the reverse. Anybody who reads the papers knows it's day and night. They're two entirely different eras: One was golden and one was not."

As he approaches his 57th birthday, Clarke is eyeing a new line of work, though he won't say what. He intends to work for another company in Southwest Virginia and has several offers he's mulling.

One thing's for sure, he said: "I have no desire to go to work for another bank."



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