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                             Deloitte & Touche LLP

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                           Washington, DC 20036-3564
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INDEPENDENT AUDITORS' REPORT

Boards of Directors
Citizens Bancorp and
Crestar Financial Corporation

We have audited the accompanying consolidated balance sheets of Citizens Bancorp
and subsidiaries as of December 31, 1996 and 1995, and the related  consolidated
statements of income,  shareholders' equity and cash flows for each of the three
years in the period ended December 31, 1996. These financial  statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial  statements.  An audit
also includes assessing  the accounting  principles  used and  significant
estimates made by management,  as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion,  such  consolidated  financial  statements present fairly, in
all material respects,  the consolidated  financial position of Citizens Bancorp
and subsidiaries  at December 31, 1996 and 1995,  and the  consolidated  results
of their  operations  and their cash  flows for each of the three  years in the
period ended  December  31, 1996,  in  conformity  with  generally  accepted
accounting principles.

/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP

January 16, 1997