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

DATE: TUESDAY, March 22, 1994                   TAG: 9403220179
SECTION: BUSINESS                    PAGE: B-8   EDITION: METRO 
SOURCE: By MAG POFF STAFF WRITER
DATELINE:                                 LENGTH: Medium

DALHOUSE LEAVING BOARD

Warner Dalhouse, chairman of First Union National Bank of Virginia, said Monday he is giving up his seat on the corporate board of his bank's parent company, First Union Corp. He will not stand for re-election at the stockholder meeting next month.

Dalhouse said his decision to step down was "my idea more than anyone else's." He said he believes it is important to have more outside directors on the corporation's main board instead of bank officials.

Dalhouse, whose term on the Charlotte, N.C.-based First Union's board is scheduled to expire in April, said he helped to recruit two outside directors from Virginia who were added to the board in December. They are William Goodwin, chairman of CCA Industries, and Randolph Reynolds, executive vice president of the international division of Reynolds Metals Corp. Both are from Richmond.

Brenton Halsey, chairman emeritus of James River Corp. in Richmond, has been on the corporate board since First Union merged with Dominion Bankshares Corp. of Roanoke more than a year ago.

Dalhouse said his rationale was that the company would "get out of me what they need" in terms of introducing First Union Bank to Virginia, retaining old business and attracting new customers. He will do this in any event as chairman of First Union's Virginia bank, based in Roanoke.

Leaving the board also "simplified my life a little bit." He said he must travel to Charlotte at least once a month for a meeting of the corporate management committee of top company officials. The board seat, Dalhouse said, meant a second meeting every month. First Union directors are paid a quarterly retainer of $5,500 plus $1,000 for each committee meeting and $2,000 for each board of directors meeting they attend, according to the company's proxy statement issued last spring, the latest available to the public.

Dalhouse said he hopes his seat is filled by an outside director from Virginia. There are no nominations proposed for First Union's annual shareholders meeting April 19 in Charlotte, said company spokesman David Scanzoni.

Another Virginia director resigned Jan. 1. The late James McComas, former president of Virginia Tech, left the board shortly before his death from cancer.

Dalhouse said the new Tech president, Paul Torgersen, will become a member of the board of First Union's Virginia bank.

by CNB