[LETTERHEAD OF CHERRY, BEKAERT & HOLLAND]



                        Report of Independent Auditors


The Board of Directors
Virginia Capital Bancshares, Inc.
Fredericksburg, Virginia


We have audited the accompanying consolidated balance sheet of Virginia Capital
Bancshares, Inc. and Subsidiary as of December 31, 1998 and the related
consolidated statements of income, comprehensive income, changes in equity, and
cash flows for each of the years in the two-year period ended December 31,
1998. These financial statements are the responsibility of the Company'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, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Virginia Capital
Bancshares, Inc. and Subsidiary as of December 31, 1998, and the consolidated
results of their operations and cash flows for each of the years in the two-year
period ended December 31, 1998, in conformity with generally accepted accounting
principles.

                                     /s/ Cherry, Bekaert & Holland, L.L.P.

Richmond, Virginia
January 21, 1999