Exhibit 25

Securities and Exchange Commission
Washington, DC 20549

Form T-1

Statement of Eligibility Under the Trust Indenture Act of 1939 of A Corporation
Designated to Act As Trustee

Check if an application to determine eligibility of a trustee pursuant to
Section 305(b)(2)_____

Crestar Bank
(Exact name of trustee as specified in its charter)

Virginia 53-0116200
(State of Incorporation, if not a national bank) (I.R.S. employer
identification no.)

919 East Main Street
Richmond, VA 23219
(Address of principal executive office) (Zip Code)

Bell Atlantic - Washington, D.C., Inc.
(Exact name of obligor as specified in its charter)

New York 53-0046277
(State or other jurisdiction of incorporation (I.R.S. employer
incorporation, or organization) identification no.)

1710 H Street, N.W.
Washington, D.C. 20006
(Address of principal executive office) (Zip Code)

Debt Securities
(Title of indenture securities)

Item 1. General Information

Furnish the following information as to Trustee:

(a) Name and Address of each examining or supervising authority to which it is
subject.

Bureau of Financial Institutions,
State Corporation Commission of Virginia
Richmond, Virginia

The Board of Governors of the Federal Reserve System,
Washington, D.C.

The Federal Reserve Bank,
Richmond, Virginia

Federal Deposit Insurance Corporation,
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe such affiliation.

None.

Item 16. List of Exhibits

List below all exhibits filed as part of this Statement of Eligibility.

*Exhibit 1 - A copy of the articles of incorporation of the Trustee as now in
effect. (See Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 33-55159).

*Exhibit 2 - A copy of the certificate of authority of the Trustee to commence
business. (See Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 33-55159).

*Exhibit 3 - A copy of the certificate of the authority of the Trustee to
exercise corporate trust powers. (See Exhibit 1 to Form T-1 filed in connection
with Registration Statement No. 33-55159).

Exhibit 4 - A copy of the existing by-laws of the Trustee.

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Act.

Exhibit 7 - A copy of the latest report of the condition of the Trustee
published pursuant to law or the requirements of its supervising or examining
authority.

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

*The Exhibits thus designated are incorporated herein by reference. Following
the description of such Exhibits is a reference to the copy of the Exhibits
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.

Signature

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Crestar Bank, a corporation organized and existing under the laws of
the Commonwealth of Virginia, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Richmond, and Commonwealth of Virginia, on the 28th day of
September, 1998.

Crestar Bank

By: /s/ERIC T. RODRIGUEZ
(Eric T. Rodriguez, Vice President)

Exhibit 6

Consent of Trustee

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the execution of the Indenture between Bell Atlantic -
Washington, D.C., Inc. (formerly The Chesapeake and Potomac Telephone Company)
and Crestar Bank, as Trustee, we hereby consent that reports of examinations by
federal, state, territorial, or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

Crestar Bank

By: /s/ERIC T. RODRIGUEZ
(Eric Rodriguez, Vice President)

Dated: September 28, 1998

Federal Financial Institutions Examination Council

Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Expires March 31, 2000
[LOGO]

Please refer to page i, Table of Contents, for the required disclosure of
estimated burden.

Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices - FFIEC 031

Report at the close of business June 30, 1998

(19980630)
(RCRI 9999)

This report is required by law: 12 U.S.C. Section 324 (State member banks);
12 U.S.C. Section 1817 (State nonmember banks);
and 12 U.S.C. Section 161 (National banks).

This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.

NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than
two directors (trustees) for State nonmember banks and three directors for
State member and National banks.

I, Richard G. Tilghman, Chairman and CEO
- ------------------------------------------------------------
Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been
prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and are true to the best of my knowledge
and belief.

/s/ RICHARD G. TILGHMAN
- -------------------------------------
Signature of Officer Authorized to Sign Report

Date of Signature 7/30/98

The Reports of Condition and Income are to be prepared in accordance
with Federal regulatory authority instructions.

We, the undersigned directors (trustees), attest to the correctness of
the Report of Condition (including the supporting schedules) for this
report date and declare that it has been examined by us and to the best
of our knowledge and belief has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and
is true and correct.

/s/ SIGNATURE ILLEGIBLE
- ----------------------------------
Director (Trustee)

Submission of Reports

Each bank must prepare its Reports of Condition and Income either:

(a) in electronic form and then file the computer data file directly
with the banking agencies' collection agent, Electronic Data Systems
Corporation (EDS), by modem or on computer diskette; or

(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.

For electronic filing assistance, contact EDS Call Report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.

To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, for attach this signature page to the
hard-copy record of the completed report that the bank places in its files.

FDIC Certificate Number

Crestar Bank
P.O. Box 26665
Richmond, VA 23261
0000047920 55124300000 12543

March 31, 1998

Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RI-1
Printed 08/25/1998 at 14:06

Consolidated Report of Income
for the period January 1, 1998 - June 30, 1998

All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.

Schedule RI--Income Statement

I480
Dollar Amounts in Thousands RIAD Bil Mil Thou

1. Interest Income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate 4011 382,925 1.a.(1)(a)
(b) Loans to depository institutions 4019 281 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers 4024 122 1.a.(1)(c)
(d) Commercial and industrial loans 4012 104,772 1.a.(1)(d)
(e) Acceptances of other banks 4026 0 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal
expenditures:
(1) Credit cards and related plans 4054 81,755 1.a.(1)(f)(1)
(2) Other 4055 121,177 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions 4056 139 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political
subdivisions in the U.S.:
(1) Taxable obligations 4503 364 1.a.(1)(h)(1)
(2) Tax-exempt obligations 4504 7,920 1.a.(1)(h)(2)
(i) All other loans in domestic offices 4058 9,165 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4059 0 1.a.(2)
b. Income from lease financing receivables:
(1) Taxable leases 4505 5,380 1.b.(1)
(2) Tax-exempt leases 4307 0 1.b.(2)
c. Interest income on balances due from depository institutions:(1)
(1) In domestic offices 4105 0 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs 4106 1,774 1.c.(2)
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations 4027 112,734 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities 4506 0 1.d.(2)(a)
(b) Tax-exempt securities 4507 1,248 1.d.(2)(b)
(3) Other domestic debt securities 3657 27,091 1.d.(3)
(4) Foreign debt securities 3658 85 1.d.(4)
(5) Equity securities (including investments in mutual funds) 3659 4,103 1.d.(5)
e. Interest income from trading assets 4069 0 1.e.

__________
(1) Includes interest income on time certificates of deposit not held for
trading.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RI-2
Printed 8/25/1998 at 14:06
Schedule RI--Continued

Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou

1. Interest income (continued)
f. Interest income on federal funds sold and securities purchased under
agreements to resell 4020 2,797 1.f.
g. Total interest income (sum of items 1.a through 1.f) 4107 863,832 1.g.
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and
telephone and preauthorized transfer accounts) 4508 2,046 2.a.(1)(a)
(b) Nontransaction accounts:
(1) Money market deposit accounts (MMDAs) 4509 103,432 2.a.(1)(b)(1)
(2) Other savings deposits 4511 16,293 2.a.(1)(b)(2)
(3) Time deposits of $100,000 or more A517 43,256 2.a.(1)(b)(3)
(4) Time deposits of less than $100,000 A518 93,160 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and
Agreement subsidiaries, and IBFs 4172 591 2.a.(2)
b. Expense of federal funds purchased and securities sold under
agreements to repurchase 4180 74,121 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilities, and other borrowed money 4185 59,662 2.c.
d. Not applicable
e. Interest on subordinated notes and debentures 4200 16,437 2.e.
f. Total interest expense (sum of items 2.a through 2.e) 4073 408,998 2.f.
3. Net interest income (item 1.g minus 2.f) RIAD 4074 224,415 3.
4. Provisions:
a. Provision for credit losses RIAD 4230 23,031 4.a.
b. Provision for allocated transfer risk RIAD 4243 0 4.b.
5. Noninterest income:
a. Income from fiduciary activities 4070 27,583 5.a.
b. Service charges on deposit accounts in domestic offices 4080 68,462 5.b.
c. Trading revenue (must equal Schedule RI, sum of Memorandum
items 8.a through 8.d) A220 862 5.c.
d.-e. Not applicable
f. Other noninterest income:
(1) Other fee income 5407 73,896 5.f.(1)
(2) All other noninterest income* 5408 50,629 5.f.(2)
g. Total noninterest income (sum of items 5.a through 5.f) RIAD 4079 107,917 5.g
6. a. Realized gains (losses) on held-to-maturity securities RIAD 3521 0 6.a
b. Realized gains (losses) on available-for-sale securities RIAD 3196 2,455 6.b.
7. Noninterest expense:
a. Salaries and employee benefits 4135 192,039 7.a.
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest) 4217 49,599 7.b.
c. Other noninterest expense* 4092 133,684 7.c.
d. Total noninterest expense (sum of items 7.a through 7.c) RIAD 4093 182,927 7.d.
8. Income (loss) before income taxes and extraordinary items and other
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)RIAD 4301 128,829 8.
9. Applicable income taxes (on item 8) RIAD 4302 45,732 9.
10. Income (loss) before extraordinary items and other adjustments (item 8
minus 9) RIAD 4300 83,097 10.
11. Extraordinary items and other adjustments, net of income taxes* RIAD 4320 0 11.
12. Net income (loss) (sum of items 10 and 11) RIAD 4340 83,097 12.

_________
*Describe on Schedule RI-E--Explanations.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RI-3
Printed 08/25/1998 at 14:06

Schedule RI--Continued

I481
Year-to-date
RIAD Bil Mil Thou
Memoranda
Dollar Amounts in Thousands

1. Interest expense incurred to carry tax-exempt securities, loans, and leases
acquired after August 7, 1986, that is not deductible for federal income tax
purposes 4513 4,007 M.1.
2. Income from the sale and servicing of mutual funds and annuities in domestic
offices (included in Schedule RI, item 8) 8431 438 M.2.
3.-4. Not applicable
5. Number of full-time equivalent employees at end of current period Number
(round to nearest whole number) 4150 8,125 M.5.
6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying
push down accounting this calendar year, report the date of the bank's RIAD CC YY MM DD
acquisition(1) 9106 00 00 00 00 M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative
instruments) (sum of Memorandum items 8.a through 8.d must equal
Schedule RI, item 5.c): Bil Mil Thou
a. Interest rate exposures 8757 197 M.8.a.
b. Foreign exchange exposures 8758 665 M.8.b.
c. Equity security and index exposures 8759 0 M.8.c.
d. Commodity and other exposures 8760 0 M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other
than trading:
a. Net increase (decrease) to interest income 8761 922 M.9.a.
b. Net (increase) decrease to interest expense 8762 (670) M.9.b.
c. Other (noninterest) allocations 8763 0 M.9.c.
10. Credit losses on off-balance sheet derivatives (see instructions) A251 0 M.10.

11. Does the reporting bank have a Subchapter S election in effect for federal YES NO
income tax purposes for the current tax year? A530 X M.11.
Bil Mil Thou
12. Deferred portion of total applicable income taxes included in Schedule RI,
items 9 and 11 (to be reported with the December Report of Income) 4772 N/A M.12.

__________
(1) For example, a bank acquired on June 1, 1997, would report 19970601.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RI-4
Printed 08/25/1998 at 14:06

Schedule RI-A--Changes in Equity Capital

Indicate decreases and losses in parentheses.

I483
Dollar Amounts in Thousands RIAD Bil Mil Thou

1. Total equity capital originally reported in the December 31, 1997, Reports
of Condition and Income 3215 1,705,336 1.
2. Equity capital adjustments from amended Reports of Income, net* 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2) 3217 1,705,336 3.
4. Net income (loss) (must equal Schedule RI, item 12) 4340 167,810 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net 4346 2,793 5.
6. Changes incident to business combinations, net 4356 0 6.
7. LESS: Cash dividends declared on preferred stock 4470 0 7.
8. LESS: Cash dividends declared on common stock 4460 76,177 8.
9. Cumulative effect of changes in accounting principles from prior years* (see
instructions for this schedule) 4411 0 9.
10. Corrections of material accounting errors from prior years* (see
instructions for this schedule) 4412 0 10.
11. Change in net unrealized holding gains (losses) on available-for-sale
securities 8433 7,110 11.
12. Foreign currency translation adjustments 4414 0 12.
13. Other transactions with parent holding company* (not included in items 5, 7,
or 8 above) 4415 58,944 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must
equal Schedule RC, item 28) 3210 1,865,816 14.

__________
*Describe on Schedule RI-E--Explanations.

Schedule RI-B--Charge-offs and Recoveries on Loans and Leases and Changes
in Allowance for Credit Losses

Part I. Charge-offs and Recoveries on Loans and Leases

Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.

I486
(Column A) (Column B)
Charge-offs Recoveries
Calendar year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou

1. Loans secured by real estate:
a. To U.S. addressees (domicile) 4651 4,179 4661 2,275 1.a.
b. To non-U.S. addressees (domicile) 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions 4653 0 4663 0 2.a.
b. To foreign banks 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other loans to farmers 4655 12 4665 19 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 4645 904 4617 516 4.a.
b. To non-U.S. addressees (domicile) 4646 0 4618 0 4.b.
5. Loans to individuals for household, family, and other personal
expenditures:
a. Credit cards and related plans 4656 43,538 4666 4,465 5.a.
b. Other (includes single payment, installment, and all student loans) 4657 10,004 4667 4,442 5.b.
6. Loans to foreign governments and official institutions 4643 0 4627 0 6.
7. All other loans 4644 33 4628 208 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile) 4658 0 4668 0 8.a.
b. Of non-U.S. addressees (domicile) 4659 0 4669 0 8.b.
9. Total (sum of items 1 through 8) 4635 58,670 4605 11,925 9.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RI-5
Printed 08/25/1998 at 14:06

Schedule RI-B--Continued

Part I. Continued

(Column A) (Column B)
Charge-offs Recoveries
Memoranda Calendar year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou

1-3. Not applicable
4. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RI-B, part I, items 4 and 7, above 5409 0 5410 0 M.4.
5. Loans secured by real estate in domestic offices (included in
Schedule RI-B, part I, item 1, above):
a. Construction and land development 3582 385 3583 24 M.5.a.
b. Secured by farmland 3584 0 3585 6 M.5.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit 5411 2,072 5412 370 M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties 5413 1,561 5414 384 M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties 3588 0 3589 39 M.5.d.
e. Secured by nonfarm nonresidential properties 3590 160 3591 1,452 M.5.e.

Part II. Changes in Allowance for Credit Losses

Dollar Amounts in Thousands RIAD Bil Mil Thou

1. Balance originally reported in the December 31, 1997, Reports of Condition
and Income 3124 281,419 1.
2. Recoveries (must equal part I, item 9, column B above) 2419 11,925 2.
3. LESS: Charge-offs (must equal or exceed part I, item 9, column A above) 2432 58,670 3.
4. Provision for credit losses (must equal Schedule RI, item 4.a) 4230 44,721 4.
5. Adjustments* (see instructions for this schedule) 4815 (33,442) 5.
6. Balance end of current period (sum of items 1 through 5)(must equal or exceed Schedule RC,
item 4.b) A512 245,953 6.

__________
*Describe on Schedule RI-E--Explanations.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RI-6
Printed 08/25/1998 at 14:06

Schedule RI-D--Income from International Operations

For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
where international operations account for more than 10 percent of total
revenues, total assets, or net income.

Part I. Estimated Income from International Operations

I492
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou

1. Interest income and expense booked at foreign offices, Edge and Agreement
subsidiaries, and IBFs:
a. Interest income booked 4837 N/A 1.a.
b. Interest expense booked 4838 N/A 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement
subsidiaries, and IBFs (item 1.a minus 1.b) 4839 N/A 1.c.
2. Adjustments for booking location of international operations:
a. Net interest income attributable to international operations booked at
domestic offices 4840 N/A 2.a.
b. Net interest income attributable to domestic business booked at foreign
offices 4841 N/A 2.b.
c. Net booking location adjustment (item 2.a minus 2.b) 4842 N/A 2.c.
3. Noninterest income and expense attributable to international operations:
a. Noninterest income attributable to international operations 4097 N/A 3.a.
b. Provision for loan and lease losses attributable to international operations 4235 N/A 3.b.
c. Other noninterest expense attributable to international operations 4239 N/A 3.c.
d. Net noninterest income (expense) attributable to international operations (item
3.a minus 3.b and 3.c) 4843 N/A 3.d.
4. Estimated pretax income attributable to international operations before
capital allocation adjustment (sum of items 1.c, 2.c, and 3.d) 4844 N/A 4.
5. Adjustment to pretax income for internal allocations to international
operations to reflect the effects of equity capital on overall bank funding
costs 4845 N/A 5.
6. Estimated pretax income attributable to international operations after
capital allocation adjustment (sum of items 4 and 5) 4846 N/A 6.
7. Income taxes attributable to income from international operations as
estimated in item 6 4797 N/A 7.
8. Estimated net income attributable to international operations (item 6 minus 7) 4341 N/A 8.

Memoranda
Dollar Amounts in Thousands RIAD Bil Mil Thou

1. Intracompany interest income included in item 1.a above 4847 N/A M.1.
2. Intracompany interest expense included in item 1.b above 4848 N/A M.2.

Part II. Supplementary Details on Income from International Operations
Required by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts

Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou

1. Interest income booked at IBFs 4849 N/A 1.
2. Interest expense booked at IBFs 4850 N/A 2.
3. Noninterest income attributable to international operations booked at
domestic offices (excluding IBFs):
a. Gains (losses) and extraordinary items 5491 N/A 3.a.
b. Fees and other noninterest income 5492 N/A 3.b.
4. Provision for loan and lease losses attributable to international operations
booked at domestic offices (excluding IBFs) 4852 N/A 4.
5. Other noninterest expense attributable to international operations booked at
domestic offices (excluding IBFs) 4853 N/A 5.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RI-7
Printed 08/25/1998 at 14:06

Schedule RI-E--Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedule RI-A and RI-B, all
extraordinary items and other adjustments in Schedule RI, and all
significant items of other noninterest income and other noninterest
expense in Schedule RI. (See instructions for details.)

I495
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou

1. All other noninterest income (from Schedule RI, item 5.f.(2))
Report amounts that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains (losses) on other real estate owned 5415 0 1.a.
b. Net gains (losses) on sales of loans 5416 31,536 1.b.
c. Net gains (losses) on sales of premises and fixed assets 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, item 5.f.(2):
d. TEXT 4461 Personalized Check Sales 4461 5,723 1.d.
e. TEXT 4462 Operating Charge-offs-Recoveries 4462 9,361 1.e.
f. TEXT 4463 4463 1.f.
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets 4531 8,465 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net (gains) losses on other real estate owned 5418 0 2.b.
c. Net (gains) losses on sales of loans 5419 0 2.c.
d. Net (gains) losses on sales of premises and fixed assets 5420 0 2.d.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 7.c:
e. TEXT 4464 Service Bureau 4464 14,642 2.e.
f. TEXT 4467 4467 2.f.
g. TEXT 4468 4468 2.g.
3. Extraordinary items and other adjustments and applicable income tax effect
(from Schedule RI, item 11) (itemize and describe all extraordinary
items and other adjustments):
a. (1) TEXT 4469 4469 3.a.(1)
(2) Applicable income tax effect RIAD 4486 3.a.(2)
b. (1) TEXT 4487 4487 3.b.(1)
(2) Applicable income tax effect RIAD 4488 3.b.(2)
c. (1) TEXT 4489 4489 3.c.(1)
(2) Applicable income tax effect RIAD 4491 3.c.(2)
4. Equity capital adjustments from amended Reports of Income (from Schedule
RI-A, item 2) (itemize and describe all adjustments):
a. TEXT 4492 4492 4.a.
b. TEXT 4493 4493 4.b.
5. Cumulative effect of changes in accounting principles from prior years (from
Schedule RI-A, item 9) (itemize and describe all changes in accounting
principles):
a. TEXT 4494 4494 5.a.
b. TEXT 4495 4495 5.b.
6. Corrections of material accounting errors from prior years (from Schedule
RI-A, item 10) (itemize and describe all corrections):
a. TEXT 4496 4496 6.a.
b. TEXT 4497 4497 6.b.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RI-8
Printed 08/25/1998 at 14:06

Schedule RI-E--Continued

Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou

7. Other transactions with parent holding company (from Schedule RI-A,
item 13) (itemize and describe all such transactions):
a. TEXT 4498 Capital Contribution from Crestar Financial Corp. 4498 58,944 7.a.
b. TEXT 4499 4499 7.b.
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B,
part II, item 5) (itemize and describe all adjustments):
a. TEXT 4521 Acquired Loans 4521 (35,000) 8.a.
b. TEXT 4522 4522 1,558 8.b.
9. Other explanations (the space below is provided for the bank to briefly
describe, at its option, any other significant items affecting the Report
of Income): I498 I499
No comment [X] (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261-6665
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-1
Printed 08/25/1998 at 14:06

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise,
All schedules are to be reported in thousands of dollars. Unless otherwise,
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

C400
Dollar Amounts in Thousands RCFD Bil Mil Thou

ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) 0081 968,469 1.a.
b. Interest-bearing balances(2) 0071 100,042 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 580,673 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 4,095,463 2.b.
3. Federal funds sold and securities purchased under agreements to resell 1350 715,241 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 17,627,823 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 280,966 4.b.
c. LESS: Allocated transfer risk reserve RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c) 2125 17,947,151 4.d.
5. Trading assets (from Schedule RC-D) 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 455,785 6.
7. Other real estate owned (from Schedule RC-M) 2150 18,098 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 2130 150 8.
9. Customers' liability to this bank on acceptances outstanding 2155 7,083 9.
10. Intangible assets (from Schedule RC-M) 2143 291,928 10.
11. Other assets (from Schedule RC-F) 2160 868,269 11.
12. Total assets (sum of items 1 through 11) 2170 26,048,352 12.

__________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-2
Printed 08/25/1998 at 14:06

Schedule RC--Continued

Dollar Amounts in Thousands Bil Mil Thou

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I) RCON 2200 17,969,695 13.a.
(1) Noninterest-bearing(1) RCON 6631 3,034,369 13.a.(1)
(2) Interest-bearing RCON 6636 14,935,326 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule
RC-E, part II) RCFN 2200 50,000 13.b.
(1) Noninterest-bearing RCFN 6631 0 13.b.(1)
(2) Interest-bearing RCFN 6636 50,000 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase RCFD 2800 3,033,270 14.
15. a. Demand notes issued to the U.S. Treasury RCON 2840 749,538 15.a.
b. Trading liabilities (from Schedule RC-D) RCFD 3548 0 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less RCFD 2332 1,271,602 16.a.
b. With a remaining maturity of more than one year through three years RCFD A547 79 16.b.
c. With a remaining maturity of more than three years RCFD A548 309,159 16.c.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding RCFD 2920 7,083 18.
19. Subordinated notes and debentures(2) RCFD 3200 435,000 19.
20. Other liabilities (from Schedule RC-G) RCFD 2930 357,110 20.
21. Total liabilities (sum of items 13 through 20) RCFD 2948 24,182,536 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 0 23.
24. Common stock RCFD 3230 153,125 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 285,549 25.
26. a. Undivided profits and capital reserves RCFD 3632 1,421,183 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities RCFD 8434 5,959 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 1,865,816 28.
29. Total liabilities and equity capital (sum of
items 21 and 28) RCFD 3300 26,048,352 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the Number
bank by independent external auditors as of any date during 1997 RCFD 6724 N/A M.1.

1 = Independent audit of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted
in accordance with generally accepted auditing standards by a
certified public accounting firm which submits a report on the
consolidated holding company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

__________
(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.

(2) Includes limited-life preferred stock and related surplus.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 03/31/98 ST-BK: 51-2430 FFIEC 031
Page RC-3

Schedule RC-A--Cash and Balances Due From Depository Institutions

Exclude assets held for trading.

C405
(Column A) (Column B)
Consolidated Domestic
Bank Offices
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou

1. Cash items in process of collection, unposted debits, and
currency and coin 0022 907,215 1.
a. Cash items in process of collection and unposted debits 0020 679,433 1.a.
b. Currency and coin 0080 227,782 1.b.
2. Balances due from depository institutions in the U.S. 0082 59,516 2.
a. U.S. branches and agencies of foreign banks
(including their IBFs) 0083 0 2.a.
b. Other commercial banks in the U.S. and other depository
institutions in the U.S. (including their IBFs) 0085 59,516 2.b.
3. Balances due from banks in foreign countries and foreign
central banks 0070 101,780 3.
a. Foreign branches of other U.S. banks 0073 0 3.a.
b. Other banks in foreign countries and foreign central banks 0074 101,780 3.b.
4. Balances due from Federal Reserve Banks 0090 0 0090 0 4.
5. Total (sum of items 1 through 4) (total of column A must
equal Schedule RC, sum of items 1.a and 1.b) 0010 1,068,511 0010 1,068,511 5.

Memorandum RCON Bil Mil Thou
Dollar Amounts in Thousands

1. Noninterest-bearing balances due from commercial banks
in the U.S. (included in item 2, column B above) 0050 59,474 M.1.

Schedule RC-B--Securities

Exclude assets held for trading.

C410
Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou

1. U.S. Treasury securities 0211 180,753 0213 181,505 1286 98,849 1287 98,534 1.
2. U.S. Government agency
obligations (exclude
mortgage-backed
securities):
a. Issued by U.S. Government
agencies(2) 1289 5,000 1290 5,004 1291 0 1293 0 2.a.
b. Issued by U.S. Government-
sponsored agencies(3) 1294 4,955 1295 5,052 1297 132,869 1298 132,736 2.b.

__________
(1) Includes equity securities without readily determinable
fair values at historical cost in item 6.b, column D.

(2) Includes Small Business Administration "Guaranteed Loan
Pool Certificates," U.S. Maritime Administration obligations,
and Export-Import Bank participation certificates.

(3) Includes obligations (other than mortgage-backed securities)
issued by the Farm Credit System, the Federal Home Loan Bank
System, the Federal Home Loan Mortgage Corporation, the Federal
National Mortgage Association, the Financing Corporation,
Resolution Funding Corporation, the Student Loan Marketing
Association, and the Tennessee Valley Authority.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-4
Printed 08/25/1998 at 14:06

Schedule RC-B--Continued

Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou

3. Securities issued by states
and political subdivisions
in the U.S.:
a. General obligations 1676 6,030 1677 6,052 1678 0 1679 0 3.a.
b. Revenue obligations 1681 39,061 1686 40,002 1690 0 1691 0 3.b.
c. Industrial development
and similar obligations 1694 275 1695 278 1696 0 1697 0 3.c.
4. Mortgage-backed securities
(MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA 1698 1,796 1699 1,969 1701 74,456 1702 74,467 4.a.(1)
(2) Issued by FNMA and FHLMC 1703 20,267 1705 20,870 1706 2,592,240 1707 2,594,590 4.a.(2)
(3) Other pass-through
securities 1709 0 1710 0 1711 0 1713 0 4.a.(3)
b. Other mortgage-backed
securities (include CMOs,
REMICs, and stripped MBS):
(1) Issued or guaranteed by
FNMA, FHLMC, or GNMA 1714 317,576 1715 320,831 1716 193,302 1717 194,882 4.b.(1)
(2) Collateralized by MBS
issued or guaranteed
by FNMA, FHLMC, or GNMA 1718 0 1719 0 1731 8,628 1732 8,736 4.b.(2)
(3) All other mortgage-backed
securities 1733 2,168 1734 2,168 1735 120,677 1736 121,381 4.b.(3)
5. Other debt securities:
a. Other domestic debt
securities 1737 542 1738 541 1739 750,066 1741 753,849 5.a.
b. Foreign debt securities 1742 2,250 1743 2,250 1744 0 1746 0 5.b.
6. Equity securities:
a. Investments in mutual
funds and other equity
securities with readily
determinable fair values A510 9,985 A511 10,620 6.a.
b. All other equity
securities(1) 1752 105,668 1753 105,668 6.b.
7. Total (sum of items 1 through
6) (total of column A must
equal Schedule RC, item 2.a)
(total of column D must equal
Schedule RC, item 2.b) 1754 580,673 1771 586,522 1772 4,086,740 1773 4,095,463 7.

__________
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.b, column D.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-5
Printed 08/25/1998 at 14:06

Schedule RC-B--Continued

Memoranda C412
Dollar Amounts in Thousands RCFD Bil Mil Thou

1. Pledged securities(1) 0416 2,809,053 M.1.
2. Maturity and repricing data for debt securities(1),(2) (excluding those
in nonaccrual status):
a. Securities issued by the U.S. Treasury, U.S. Government agencies, and
states and political subdivisions in the U.S.; other non-mortgage
debt securities; and mortgage pass-through securities other than those
backed by closed-end first lien 1-4 family residential mortgages with a
remaining maturity or repricing frequency of: (3) (4)
(1) Three months or less A549 151,851 M.2.a.(1)
(2) Over three months through 12 months A550 126,174 M.2.a.(2)
(3) Over one year through three years A551 220,617 M.2.a.(3)
(4) Over three years through five years A552 94,019 M.2.a.(4)
(5) Over five years through 15 years A553 222,398 M.2.a.(5)
(6) Over 15 years A554 408,926 M.2.a.(6)
b. Mortgage pass-through securities backed by closed-end first lien 1-4
family residential mortgages with a remaining maturity or repricing
frequency of: (3) (5)
(1) Three months or less A555 24,302 M.2.b.(1)
(2) Over three months through 12 months A556 509 M.2.b.(2)
(3) Over one year through three years A557 9,908 M.2.b.(3)
(4) Over three years through five years A558 417,700 M.2.b.(4)
(5) Over five years through 15 years A559 2,177,795 M.2.b.(5)
(6) Over 15 years A560 60,906 M.2.b.(6)
c. Other mortgage-backed securities (include CMOs, REMICs, and stripped
MBS; exclude mortgage pass-through securities) with an expected
average life of: (6)
(1) Three years or less A561 94,698 M.2.c.(1)
(2) Over three years A562 550,045 M.2.c.(2)
d. Fixed rate AND floating rate debt securities with a REMAINING MATURITY
of one year or less (included in Memorandum items 2.a through 2.c above) A248 191,346 M.2.d.
3.-6. Not applicable
7. Amortized cost of held-to-maturity securities sold or transferred to
available-for-sale or trading securities during the calendar year-to-date
(report the amortized cost at date of sale or transfer) 1778 0 M.7.
8. High-risk mortgage securities (included in the held-to-maturity and
available-for-sale accounts in Schedule RC-B, item 4.b):
a. Amortized cost 8780 339 M.8.a.
b. Fair value 8781 353 M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, items 2, 3, and 5):
a. Amortized cost 8782 1,498 M.9.a.
b. Fair value 8783 1,500 M.9.b.

- ------------------
(1) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.

(2) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.

(3) Report fixed rate debt securities by remaining maturity and floating rate
debt securities by repricing frequency.

(4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt
securities in the categories of debt securities reported in Memorandum item 2.a
that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-B,
sum of items 1, 2, 3, and 5, columns A and D, plus mortgage pass-through
securities other than those backed by closed-end first lien 1-4 family
residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

(5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage
pass-through securities backed by closed-end first lien 1-4 family
residential mortgages included in Schedule RC-N, item 9, column C, must equal
Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage
pass-through securities other than those backed by closed-end first lien 1-4
family residential mortgages included in Schedule RC-B, item 4.a, columns
A and D.

(6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other
mortgage-backed securities" included in Schedule RC-N, item 9, column C, must
equal Schedule RC-B, item 4.b, sum of columns A and D.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-6
Printed 08/25/1998 at 14:06

Schedule RC-C--Loans and Lease Financing Receivables

Part I. Loans and Leases

Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading and commercial paper.

C415
(Column A) (Column B)
Consolidated Domestic
Bank Offices
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou

1. Loans secured by real estate 1410 9,816,390 1.
a. Construction and land development 1415 398,802 1.a.
b. Secured by farmland (including farm residential and other improvements) 1420 23,804 1.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential properties
and extended under lines of credit 1797 1,164,359 1.c.(1)
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens 5367 5,095,786 1.c.(2)(a)
(b) Secured by junior liens 5368 1,044,844 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties 1460 164,410 1.d.
e. Secured by nonfarm nonresidential properties 1480 1,924,385 1.e.
2. Loans to depository institutions:
a. To commercial banks in the U.S. 1505 10,790 2.a.
(1) To U.S. branches and agencies of foreign banks 1506 0 2.a.(1)
(2) To other commercial banks in the U.S. 1507 10,790 2.a.(2)
b. To other depository institutions in the U.S. 1517 0 1517 0 2.b.
c. To banks in foreign countries 1510 1,424 2.c.
(1) To foreign branches of other U.S. banks 1513 0 2.c.(1)
(2) To other banks in foreign countries 1516 1,424 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers 1590 3,652 1590 3,652 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 1763 3,083,249 1763 3,083,249 4.a.
b. To non-U.S. addressees (domicile) 1764 0 1764 0 4.b.
5. Acceptances of other banks:
a. Of U.S. banks 1756 0 1756 0 5.a.
b. Of foreign banks 1757 0 1757 0 5.b.
6. Loans to individuals for household, family, and other personal expenditures
(i.e., consumer loans) (includes purchased paper) 1975 4,380,156 6.
a. Credit cards and related plans (includes check credit and other revolving
credit plans) 2008 1,135,294 6.a.
b. Other (includes single payment, installment, and all student loans) 2011 3,244,862 6.b.
7. Loans to foreign governments and official institutions (including foreign
central banks) 2081 10,541 2081 10,541 7.
8. Obligations (other than securities and leases) of states and political
subdivisions in the U.S. 2107 312,987 2107 312,987 8.
9. Other loans 1563 382,120 9.
a. Loans for purchasing or carrying securities (secured and unsecured) 1545 62,644 9.a.
b. All other loans (exclude consumer loans) 1564 319,476 9.b.
10. Lease financing receivables (net of unearned income) 2165 191,795 10.
a. Of U.S. addressees (domicile) 2182 191,795 10.a.
b. Of non-U.S. addressees (domicile) 2183 0 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above 2123 0 2123 0 11.
12. Total loans and leases, net of unearned income (sum of items 1 through 10
minus item 11) (total of column A must equal Schedule RC, item 4.a) 2122 18,193,104 2122 18,193,104 12.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-7
Printed 08/25/1998 at 14:06

Schedule RC-C--Continued

Part I. Continued

Memoranda

Dollar Amounts in Thousands Bil Mil Thou

1. Not applicable
2. Loans and leases restructured and in compliance with modified terms (included
in Schedule RC-C, part I, above and not reported as past due or nonaccrual in
Schedule RC-N, Memorandum item 1):
a. Loans secured by real estate:
(1) To U.S. addressees (domicle) RCFD 1687 0 M.2.a.(1)
(2) To non-U.S. addressees (domicile) RCFD 1689 0 M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans to
individuals for household, family, and other personal expenditures) RCFD 8691 0 M.2.b.
c. Commercial and industrial loans to and lease financing receivables of
non-U.S. addresses (domicile) included in Memorandum item 2.b above RCFD 8692 0 M.2.c.
3. Maturity and repricing data for loans and leases (excluding those in
nonaccrual status):
a. Closed-end loans secured by first liens on 1-4 family residential
properties in domestic offices with a remaining maturity or repricing
frequency of:(1)(2)
(1) Three months or less RCON A564 2,196,946 M.3.a.(1)
(2) Over three months through 12 months RCON A565 1,161,346 M.3.a.(2)
(3) Over one year through three years RCON A566 766,690 M.3.a.(3)
(4) Over three years through five years RCON A567 326,822 M.3.a.(4)
(5) Over five years through 15 years RCON A568 539,409 M.3.a.(5)
(6) Over 15 years RCON A569 81,650 M.3.a.(6)
b. All loans and leases (reported in Schedule RC-C, part I, items 1
through 10, column A) EXCLUDING closed-end loans secured by first liens
on 1-4 family residential properties in domestic offices (reported in
Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining
maturity or repricing frequency of:(1)(3)
(1) Three months or less RCFD A570 7,690,315 M.3.b.(1)
(2) Over three months through 12 months RCFD A571 1,272,381 M.3.b.(2)
(3) Over one year through three years RCFD A572 2,697,130 M.3.b.(3)
(4) Over three years through five years RCFD A573 321,861 M.3.b.(4)
(5) Over five years through 15 years RCFD A574 983,794 M.3.b.(5)
(6) Over 15 years RCFD A575 95,132 M.3.b.(6)
c. Fixed rate AND floating rate loans and leases (reported in Schedule RC-C,
part I, items 1 through 10, Column A) with a REMAINING MATURITY
of one year or less RCFD A247 7,454,852 M.3.c.
d. Fixed rate AND floating rate loans secured by nonfarm nonresidential
properties in domestic offices(reported in Schedule RC-C, part I,
item 1.e, column B) with a REMAINING MATURITY of over
five years RCON A577 181,758 M.3.d.
e. Fixed rate AND floating rate commercial and industrial loans (reported
in Schedule RC-C, part I, item 4, column A) with a
REMAINING MATURITY of over three years RCFD A578 163,640 M.3.e.

__________
(1) Report fixed rate loans and leases by remaining maturity and floating rate
loans by repricing frequency.
(2) Sum of Memorandum items 3.a.(1) through 3.a.(6) plus total nonaccrual
closed-end loans secured by first liens on 1-4 family residential properties
in domestic offices included in Schedule RC-N, Memorandum item 3.c.(2),
column C, must equal total closed-end loans secured by first liens on 1-4
family residential properties from Schedule RC-C, part I, item 1.c.(2)(a),
column B.
(3) Sum of Memorandum items 3.b.(1) through 3.b.(6), plus total nonaccrual
loans and leases from Schedule RC-N, sum of items 1 through 8, column C,
minus nonaccrual closed-end loans secured by first liens on 1-4 family
residential properties in domestic offices included in Schedule RC-N,
Memorandum item 3.c.(2), column C, must equal total loans and leases
from Schedule RC-C, part I, sum of items 1 through 10, column A, minus total
closed-end loans secured by first liens on 1-4 family residential properties
in domestic offices from Schedule RC-C, part I, item 1.c.(2)(a), column B.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-8
Printed 08/25/1998 at 14:06

Schedule RC-C--Continued
Part I. Continued

Memoranda (continued)

Dollar Amounts in Thousands Bil Mil Thou

4. Loans to finance commercial real estate, construction, and land development
activities (not secured by real estate) included in Schedule RC-C, part I,
items 4 and 9, column A, page RC-6(1) RCFD 2746 0 M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, page RC-6) RCFD 5369 2,176,669 M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family
residential properties in domestic offices (included in Schedule RC-C,
part I, item 1.c.(2)(a), column B, page RC-6) RCON 5370 1,207,884 M.6.

__________
(1) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1, column A.

Schedule RC-D--Trading Assets and Liabilities

Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).

C420
Dollar Amounts in Thousands Bil Mil Thou

ASSETS
1. U.S. Treasury securities in domestic offices RCON 3531 0 1.
2. U.S. Government agency obligations in domestic offices
(exclude mortgage-backed securities) RCON 3532 0 2.
3. Securities issued by states and political subdivisions in the U.S. in
domestic offices RCON 3533 0 3.
4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA RCON 3534 0 4.a.
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or
GNMA (include CMOs, REMICs, and stripped MBS) RCON 3535 0 4.b.
c. All other mortgage-backed securities RCON 3536 0 4.c.
5. Other debt securities in domestic offices RCON 3537 0 5.
6.-8. Not applicable
9. Other trading assets in domestic offices RCON 3541 0 9.
10. Trading assets in foreign offices RCFN 3542 0 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other
commodity and equity contracts:
a. In domestic offices RCON 3543 0 11.a.
b. In foreign offices RCFN 3543 0 11.b.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC,
item 5) RCFD 3545 0 12.

LIABILITIES Bil Mil Thou

13. Liability for short positions RCFD 3546 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other
commodity and equity contracts RCFD 3547 0 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule
RC, item 15.b) RCFD 3548 0 15.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261-6665
FDIC Certificate No.: 12543

Call Date: 6/30/98 FFIEC 031
Page RC-8a
Printed 08/25/1998 at 14:06

Schedule RC-C--Continued

Part II. Loans to Small Businesses and Small Farms

Schedule RC-C, Part II is to be reported only with the June Report of Condition.

Report the number and amount currently outstanding as of June 30 of business
loans with "original amounts" of $1,000,000 or less and farm loans with
"original amounts" of $500,000 or less. The following guidelines should be used
to determine the "original amount" of a loan: (1) For loans drawn down under
lines of credit or loan commitments, the "original amount" of the loan is the
size of the line of credit or loan commitment when the line of credit or loan
commitment was most recently approved, extended, or renewed prior to the report
date. However, if the amount currently outstanding as of the report date
exceeds this size, the "original amount" is the amount currently outstanding
on the report date. (2) For loan participations and syndications, the
"original amount" of the loan participation or syndication is the entire
amount of the credit originated by the lead lender. (3) For all other loans,
the "original amount" is the total amount of the loan at origination or the
amount currently outstanding as of the report date, whichever is larger.

Loans to Small Businesses

C418
RCON YES NO

1. Indicate in the appropriate box at the right whether all or substantially
all of the dollar volume of your bank's "Loans secured by nonfarm
nonresidential properties" in domestic offices reported in Schedule RC-C,
part I, item 1.e, column B, and all or substantially all of the dollar
volume of your bank's "Commerical and industrial loans to U.S. addressees"
in domestic offices reported in Schedule RC-C, part I, item 4.a,
column B, have original amounts of $100,000 or less (If your bank has no
loans outstanding in both of these two loan categories, place an "X" in the
box marked "NO".) 6999 X 1.

If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5.
If NO and your bank has loans outstanding in either loan category, skip items
2.a and 2.b, complete items 3 and 4 below, and go to item 5.
If NO and your bank has no loans outstanding in both loan categories, skip items
2 through 4, and go to item 5.

Number of Loans
RCON
2. Report the total number of loans currently outstanding for each of the
following Schedule RC-C, part I, loan categories:
a. "Loans secured by nonfarm nonresidential properties" in domestic offices
reported in Schedule RC-C, part I, item 1.e, column B. (Note: Item 1.e,
column B, divided by the number of loans should NOT exceed $100,000.) 5562 N/A 2.a.
b. "Commercial and industrial loans to U.S. addressees" in domestic offices
reported in Schedule RC-C, part I, item 4.a, column B. (Note: Item 4.a,
column B, divided by the number of loans should NOT exceed $100,000.) 5563 N/A 2.b.

(Column A) (Column B)
Amount
Currently
Number of Loans Outstanding
Dollar Amounts in Thousands RCON RCON Bil Mil Thou

3. Number and amount currently outstanding of "Loans secured by nonfarm
nonresidential properties" in domestic offices reported in Schedule RC-C,
part I, item 1.e, column B (sum of items 3.a through 3.c must be less
than or equal to Schedule RC-C, part I, item 1.e, column B):
a. With original amounts of $100,000 or less 5564 2,075 5565 67,985 3.a.
b. With original amounts of more than $100,000 through $250,000 5566 1,252 5567 153,278 3.b.
c. With original amounts of more than $250,000 through $1,000,000 5568 1,441 5569 569,189 3.c.
4. Number and amount currently outstanding of "Commercial and industrial loans
to U.S. addressees" in domestic offices reported in Schedule RC-C, part I,
item 4.a, column B (sum of items 4.a through 4.c must be less than or
equal to Schedule RC-C, part I, item 4.a, column B):
a. With original amounts of $100,000 or less 5570 22,435 5571 190,613 4.a.
b. With original amounts of more than $100,000 through $250,000 5572 1,653 5573 157,232 4.b.
c. With original amounts of more than $250,000 through $1,000,000 5574 1,532 5575 427,928 4.c.

18a

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261-6665
FDIC Certificate No.: 12543

Call Date: 6/30/98 FFIEC 031
Page RC-8b
Printed 08/25/1998 at 14:06

Schedule RC-C--Continued

Part II. Continued

Agricultural Loans to Small Farms

YES NO

5. Indicate in the appropriate box at the right whether all or substantially all
of the dollar volume of your bank's "Loans secured by farmland (including
farm residential and other improvements)" in domestic offices reported in
Schedule RC-C, part I, item 1.b, column B, and all or substantially all
of the dollar volume of your bank's "Loans to finance agricultural production
and other loans to farmers" in domestic offices reported in Schedule RC-C,
part I, item 3, column B, have original amounts of $100,000 or less (If
your bank has no loans outstanding in both of these two loan categories,
place an "X" in the box marked "NO".) 6860 X 5.

If YES, complete items 6.a and 6.b below and do not complete items 7 and 8.
If NO and your bank has loans outstanding in either loan category, skip items
6.a and 6.b and complete items 7 and 8 below.
If NO and your bank has no loans outstanding in both loan categories, do not
complete items 6 through 8.

Number of Loans
RCON

6. Report the total number of loans currently outstanding for each of the
following Schedule RC-C, part I, loan categories:
a. "Loans secured by farmland (including farm residential and other
improvements)" in domestic offices reported in Schedule RC-C,
part I, item 1.b, column B. (Note: Item 1.b, column B, divided by the
number of loans should NOT exceed $100,000.) 5576 N/A 6.a.
b. "Loans to finance agricultural production and other loans to farmers"
in domestic offices reported in Schedule RC-C, part I, item 3, column B.
(Note: Item 3, column B, divided by the number of loans should
NOT exceed $100,000.) 5577 N/A 6.b.

(Column A) (Column B)
Amount
Currently
Number of Loans Outstanding
Dollar Amounts in Thousands RCON RCON Bil Mil Thou

7. Number and amount currently outstanding of "Loans secured by farmland
(including farm residential and other improvements)" in domestic
offices reported in Schedule RC-C, part I, item 1.b, column B (sum
of items 7.a through 7.c must be less than or equal to Schedule RC-C,
part I, item 1.b, column B):
a. With original amounts of $100,000 or less 5578 149 5579 5,605 7.a.
b. With original amounts of more than $100,000 through $250,000 5580 61 5581 6,690 7.b.
c. With original amounts of more than $250,000 through $500,000 5582 14 5583 3,843 7.c.
8. Number and amount currently outstanding of "Loans to finance agricultural
production and other loans to farmers" in domestic offices reported in
Schedule RC-C, part I, item 3, column B (sum of items 8.a through 8.c must
be less than or equal to Schedule RC-C, part I, item 3, column B):
a. With original amounts of $100,000 or less 5584 157 5585 1,169 8.a.
b. With original amounts of more than $100,000 through $250,000 5586 3 5587 270 8.b.
c. With original amounts of more than $250,000 through $500,000 5588 3 5589 865 8.c.

18b

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-9
Printed 08/25/1998 at 14:06

Schedule RC-E--Deposit Liabilities

Part I. Deposits in Domestic Offices

C425
Nontransaction
Transaction Accounts Accounts
(Column A) (Column B) (Column C)
Total transaction Memo: Total Total
accounts (including demand deposits nontransaction
total demand (included in accounts
deposits) column A) (including MMDAs)
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou

Deposits of:
1. Individuals, partnerships,
and corporations 2201 3,051,408 2240 2,689,479 2346 14,221,919 1.
2. U.S. Government 2202 14,564 2280 7,341 2520 3,313 2.
3. States and political subdivisions
in the U.S. 2203 132,582 2290 111,842 2530 319,068 3.
4. Commercial banks in the U.S. 2206 121,306 2310 121,306 2550 536 4.
5. Other depository institutions
in the U.S. 2207 62,323 2312 62,323 2349 598 5.
6. Banks in foreign countries 2213 5,539 2320 5,539 2236 0 6.
7. Foreign governments and
official institutions
(including foreign central banks) 2216 0 2300 0 2377 0 7.
8. Certified and official checks 2330 36,539 2330 36,539 8.
9. Total (sum of items 1 through 8)
(sum of columns A and C must
equal Schedule RC, item 13.a) 2215 3,424,261 2210 3,034,369 2385 14,545,434 9.

Memoranda
Dollar Amounts in Thousands RCON Bil Mil Thou

1. Selected components of total deposits (i.e., sum of item 9, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts 6835 1,123,792 M.1.a.
b. Total brokered deposits 2365 0 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,000 2343 0 M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than
$100,000 and participated out by the broker in shares of $100,000 or less 2344 0 M.1.c.(2)
d. Maturity data for brokered deposits:
(1) Brokered deposits issued in denominations of less than $100,000 with
a remaining maturity of one year or less (included in Memorandum item
1.c.(1) above) A243 0 M.1.d.(1)
(2) Brokered deposits issued in denominations of $100,000 or more with a
remaining maturity of one year or less (included in Memorandum
item 1.b above) A244 0 M.1.d.(2)
e. Preferred deposits (uninsured deposits of states and political subdivisions
in the U.S. reported in item 3 above which are secured or collateralized as
required under state law) (to be completed for the December report only) 5590 N/A M.1.e.
2. Components of total nontransaction accounts (sum of Memorandum items 2.a
through 2.d must equal item 9, column C above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs) 6810 7,409,343 M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) 0352 1,397,567 M.2.a.(2)
b. Total time deposits of less than $100,000 6648 3,578,435 M.2.b.
c. Total time deposits of $100,000 or more 2604 2,160,089 M.2.c.
3. All NOW accounts (included in column A above) 2398 389,891 M.3.
4. Not applicable

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-10
Printed 08/25/1998 at 14:06

Schedule RC-E--Continued

Part I. Continued

Memoranda (continued)

Dollar Amounts in Thousands RCON Bil Mil Thou

5. Maturity and repricing data for time deposits of less than $100,000:
a. Time deposits of less than $100,000 with a remaining maturity or repricing frequency
of: (1) (2)
(1) Three months or less A579 848,900 M.5.a.(1)
(2) Over three months through 12 months A580 1,638,903 M.5.a.(2)
(3) Over one year through three years A581 874,417 M.5.a.(3)
(4) Over three years A582 216,215 M.5.a.(4)
b. Fixed rate AND floating rate time deposits of less than $100,000 with a REMAINING
MATURITY of one year or less (included in Memorandum items 5.a.(1) through
5.a.(4) above) A241 2,487,803 M.5.b.
6. Maturity and repricing data for time deposits of $100,000 or more:
a. Time deposits of $100,000 or more with a remaining maturity or repricing frequency
of: (1) (3)
(1) Three months or less A584 1,584,945 M.6.a.(1)
(2) Over three months through 12 months A585 465,078 M.6.a.(2)
(3) Over one year through three years A586 90,506 M.6.a.(3)
(4) Over three years A587 19,560 M.6.a.(4)
b. Fixed rate AND floating rate time deposits of $100,000 or more with a REMAINING
MATURITY of one year or less (included in Memorandum items 6.a.(1) through
6.a.(4) above) A242 2,050,023 M.6.b.

__________
(1) Report fixed rate time deposits by remaining maturity and floating rate time
deposits by repricing frequency.
(2) Sum of Memorandum items 5.a.(1) through 5.a.(4) must equal Schedule RC-E,
Memorandum item 2.b above.
(3) Sum of Memorandum items 6.a.(1) through 6.a.(4) must equal Schedule RC-E,
Memorandum item 2.c above.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-11
Printed 08/25/1998 at 14:06

Schedule RC-E--Continued

Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries
and IBFs)

Dollar Amounts in Thousands RCFN Bil Mil Thou

Deposits of:
1. Individuals, partnerships, and corporations 2621 0 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) 2623 50,000 2.
3. Foreign banks (including U.S. branches and agencies of foreign banks,
including their IBFs) 2625 0 3.
4. Foreign governments and official institutions (including foreign central
banks) 2650 0 4.
5. Certified and official checks 2330 0 5.
6. All other deposits 2668 0 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) 2200 50,000 7.

Memorandum
Dollar Amounts in Thousands RCFN Bil Mil Thou

1. Time deposits with a remaining maturity of one year or less (included in
Part II, item 7 above) A245 50 ,000 M.1.

Schedule RC-F--Other Assets

C430
Dollar Amounts in Thousands Bil Mil Thou

1. Income earned, not collected on loans RCFD 2164 141,877 1.
2. Net deferred tax assets (1) RCFD 2148 89,673 2.
3. Interest-only strips receivable (not in the form of a security)
(2) on:
a. Mortgage loans RCFD A519 0 3.a.
b. Other financial assets RCFD A520 0 3.b.
4. Other (itemize and describe amounts that exceed 25% of This item) RCFD 2168 636,719 4.
a. TEXT 3549 RCFD 3549 4.a.
b. TEXT 3550 RCFD 3550 4.b.
c. TEXT 3551 RCFD 3551 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) RCFD 2160 868,269 5.

Memorandum
Dollar Amounts in Thousands Bil Mil Thou

1. Deferred tax assets disallowed for regulatory capital purposes RCFD 5610 0 M.1.

Schedule RC-G--Other Liabilities

C435
Dollar Amounts in Thousands Bil Mil Thou

1. a. Interest accrued and unpaid on deposits in domestic offices (3) RCON 3645 45,274 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) RCFD 3646 170,121 1.b.
2. Net deferred tax liabilities (1) RCFD 3049 0 2.
3. Minority interest in consolidated subsidiaries RCFD 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) RCFD 2938 141,715 4.
a. TEXT 3552 Crestar Mortgage Processing RCFD 3552 52,566 4.a.
b. TEXT 3553 Purchase Contracts RCFD 3553 37,808 4.b.
c. TEXT 3554 RCFD 3554 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) RCFD 2930 357,110 5.

__________
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) Report interest-only strips receivable in the form of a security as
available-for-sale securities in Schedule RC, item 2.b, or as trading
assets in Schedule RC, item 5, as appropriate.
(3) For savings banks, include "dividends" accrued and unpaid on deposits.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-12
Printed 08/25/1998 at 14:06

Schedule RC-H--Selected Balance Sheet Items for Domestic Offices

C440
Domestic Offices
Dollar Amounts in Thousands RCON Bil Mil Thou

1. Customers' liability to this bank on acceptances outstanding 2155 7,083 1.
2. Bank's liability on acceptances executed and outstanding 2920 7,083 2.
3. Federal funds sold and securities purchased under agreements to resell 1350 715,241 3.
4. Federal funds purchased and securities sold under agreements to repurchase 2800 3,033,270 4.
5. Other borrowed money 3190 1,580,840 5.
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs 2163 61,252 6.
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs 2941 N/A 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement
subsidiaries, and IBFs) 2192 25,936,497 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement
subsidiaries, and IBFs) 3129 24,131,933 9.

In Items 10-17, report the amortized (historical) cost of both
held-to-maturity and available-for-sale securities in domestic offices.

RCON Bil Mil Thou

10. U.S. Treasury securities 1039 279,602 10.
11. U.S. Government agency obligations (exclude mortgage-backed securities) 1041 142,824 11.
12. Securities issued by states and political subdivisions in the U.S. 1042 45,366 12.
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA 1043 2,688,759 13.a.(1)
(2) Other pass-through securities 1044 0 13.a.(2)
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA 1209 510,878 13.b.(1)
(2) All other mortgage-backed securities 1280 131,473 13.b.(2)
14. Other domestic debt securities 1281 750,608 14.
15. Foreign debt securities 1282 2,250 15.
16. Equity securities:
a. Investments in mutual funds and other
equity securities with readily determinable fair values A510 9,985 16.a.
b. All other equity securities 1752 105,668 16.b.
17. Total amortized (historical) cost of both held-to-maturity and
available-for-sale securities (sum of items 10 through 16) 1374 4,667,413 17.

Memorandum (to be completed only by banks with IBFs and other "foreign" offices)

Dollar Amounts in Thousands RCON Bil Mil Thou

EITHER
1. Net due from the IBF of the domestic offices of the reporting bank 3051 N/A M.1.
OR
2. Net due to the IBF of the domestic offices of the reporting bank 3059 N/A M.2.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-13
Printed 08/25/1998 at 14:06

Schedule RC-I--Selected Assets and Liabilities of IBFs

To be completed only by banks with IBFs and other "foreign" offices.

C445
Dollar Amounts in Thousands RCFN Bil Mil Thou

1. Total IBF assets of the consolidated bank (component of Schedule RC,
item 12) 2133 N/A 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C,
part I, item 12, column A) 2076 N/A 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I,
item 4, column A) 2077 N/A 3.
4. Total IBF liabilities (component of Schedule RC, item 21) 2898 N/A 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of
Schedule RC-E, part II, items 2 and 3) 2379 N/A 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1,
4, 5, and 6) 2381 N/A 6.

Schedule RC-K--Quarterly Averages (1)

C455
Dollar Amounts in Thousands Bil Mil Thou

ASSETS
1. Interest-bearing balances due from depository institutions RCFD 3381 35,472 1.
2. U.S. Treasury securities and U.S. Government agency obligations(2) RCFD 3382 3,844,946 2.
3. Securities issued by states and political subdivisions in the U.S.(2) RCFD 3383 45,667 3.
4. a. Other debt securities(2) RCFD 3647 881,781 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal
Reserve stock) RCFD 3648 119,644 4.b.
5. Federal funds sold and securities purchased under agreements to resell RCFD 3365 150,726 5.
6. Loans:
a. Loans in domestic offices:
(1) Total loans RCON 3360 17,832,014 6.a.(1)
(2) Loans secured by real estate RCON 3385 9,842,487 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers RCON 3386 3,241 6.a.(3)
(4) Commercial and industrial loans RCON 3387 2,992,791 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures RCON 3388 4,342,410 6.a.(5)
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN 3360 0 6.b.
7. Trading assets RCFD 3401 0 7.
8. Lease financing receivables (net of unearned income) RCFD 3484 159,263 8.
9. Total assets(4) RCFD 3368 25,084,000 9.
LIABILITIES
10. Interest-bearing transaction accounts in domestic offices (NOW accounts,
ATS accounts, and telephone and preauthorized transfer accounts) (exclude
demand deposits) RCON 3485 243,940 10.
11. Nontransaction accounts in domestic offices:
a. Money market deposit accounts (MMDAs) RCON 3486 6,585,559 11.a.
b. Other savings deposits RCON 3487 1,418,043 11.b.
c. Time deposits of $100,000 or more RCON A514 1,717,740 11.c.
d. Time deposits of less than $100,000 RCON A529 3,647,506 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs RCFN 3404 42,857 12.
13. Federal funds purchased and securities sold under agreements to repurchase RCFD 3353 2,954,195 13.
14. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) RCFD 3355 1,893,613 14.

__________
(1) For all items, banks have the option of reporting either (1) an
average of daily figures for the quarter, or (2) an average of weekly
figures (i.e., the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on
amortized cost.
(3) Quarterly averages for all equity securities should be based on
historical cost.
(4) The quarterly average for total assets should reflect all debt
securities (not held for trading) at amortized cost, equity securities
with readily determinable fair values at the lower of cost or fair
value, and equity securities without readily determinable fair values
at historical cost.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-14
Printed 08/25/1998 at 14:06

Schedule RC-L--Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule
RC-L. Some of the amounts reported in Schedule RC-L are regarded as
volume indicators and not necessarily as measures of risk.

C460
Dollar Amounts in Thousands RCFD Bil Mil Thou

1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties,
e.g., home equity lines 3814 1,220,786 1.a.
b. Credit card lines 3815 2,698,549 1.b.
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate 3816 351,301 1.c.(1)
(2) Commitments to fund loans not secured by real estate 6550 0 1.c.(2)
d. Securities underwriting 3817 0 1.d.
e. Other unused commitments 3818 7,805,149 1.e.
2. Financial standby letters of credit and foreign office guarantees 3819 303,441 2.
a. Amount of financial standby letters of credit conveyed to others RCFD 3820 3,888 2.a.
3. Performance standby letters of credit and foreign office guarantees 3821 127,322 3.
a. Amount of performance standby letters of credit conveyed to others RCFD 3822 254 3.a.
4. Commercial and similar letters of credit 3411 22,340 4.
5. Participations in acceptances (as described in the instructions) conveyed to
others by the reporting bank 3428 0 5.
6. Participations in acceptances (as described in the instructions) acquired by
the reporting (nonaccepting) bank 3429 0 6.
7. Securities borrowed 3432 0 7.
8. Securities lent (including customers' securities lent where the customer is
indemnified against loss by the reporting bank) 3433 0 8.
9. Financial assets transferred with recourse that have been
treated as sold for Call Report purposes:
a. First lien 1-to-4 family residential mortgage loans:
(1) Outstanding principal balance of mortgages transferred as of the report
date A521 141,897 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date A522 141,897 9.a.(2)
b. Other financial assets (excluding small business obligations reported in item
9.c):
(1) Outstanding principal balance of assets transferred as of the report
date A523 0 9.b.(1)
(2) Amount of recourse exposure on these assets as of the report date A524 0 9.b.(2)
c. Small business obligations transferred with recourse under Section 208 of the
Riegle Community Development and Regulatory Improvement Act of 1994:
(1) Outstanding principal balance of small business obligations transferred
as of the report date A249 0 9.c.(1)
(2) Amount of retained recourse on these obligations as of the report date A250 0 9.c.(2)
10. Notional amount of credit derivatives:
a. Credit derivatives on which the reporting bank is the guarantor A534 0 10.a.
b. Credit derivatives on which the reporting bank is the beneficiary A535 0 10.b.
11. Spot foreign exchange contracts 8765 1,375 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet
derivatives) (itemize and describe each component of this item over 25% of
Schedule RC, item 28, "Total equity capital") 3430 1,698,546 12.
a. TEXT 3555 Mortgage Servicing With Recourse RCFD 3555 1,698,546 12.a.
b. TEXT 3556 RCFD 3556 12.b.
c. TEXT 3557 RCFD 3557 12.c.
d. TEXT 3558 RCFD 3558 12.d.

Call Date: 06/30/98 FFIEC 031
Page RC-15
Printed 08/25/1998 at 14:06
Schedule RC-L--Continued

Dollar Amounts in Thousands RCFD Bil Mil Thou

13. All other off-balance sheet assets (exclude off-balance sheet derivatives)
(itemize and describe each component of this item over 25% of Schedule RC,
item 28, "Total equity capital") 5591 0 13.
a. TEXT 5592 RCFD 5592 13.a.
b. TEXT 5593 RCFD 5593 13.b.
c. TEXT 5594 RCFD 5594 13.c.
d. TEXT 5595 RCFD 5595 13.d.

C461
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
Off-balance Sheet Derivatives Contracts Contracts Contracts Other Contracts
Position Indicators Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou

14. Gross amounts (e.g., notional amounts)
(for each column, sum of items 14.a
through 14.e must equal sum of items
15, 16.a, and 16.b):
a. Future contracts 0 0 0 0 14.a.
RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696
b. Forward contracts 2,813,321 28,653 0 0 14.b.
RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700
c. Exchange-traded option contracts:
(1) Written options 0 0 0 0 14.c.(1)
RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704
(2) Purchased options 0 0 0 0 14.c.(2)
RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708
d. Over-the-counter option contracts:
(1) Written options 19,852 0 0 0 14.d.(1)
RCFD 8709 RCFD 8710 RCFD 8711 RCFD 8712
(2) Purchased options 3,274,852 0 0 0 14.d.(2)
RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716
e. Swaps 1,911,556 0 0 0 14.e.
RCFD 3450 RCFD 3826 RCFD 8719 RCFD 8720
15. Total gross notional amount of derivative
contracts held for trading 0 28,653 0 0 15.
RCFD A126 RCFD A127 RCFD 8723 RCFD 8724
16. Gross notional amount of derivative
contracts held for purposes other
than trading:
a. Contracts marked to market 0 0 0 0 16.a.
RCFD 8725 RCFD 8726 RCFD 8727 RCFD 8728
b. Contracts not marked to market 8,019,581 0 0 0 16.b.
RCFD 8729 RCFD 8730 RCFD 8731 RCFD 8732
c. Interest rate swaps where the bank
has agreed to pay a fixed rate 0 16.c.
RCFD A589

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-16
Printed 08/25/1998 at 14:06

Schedule RC-L--Continued

C462
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
Off-balance Sheet Derivatives Contracts Contracts Contracts Other Contracts
Position Indicators RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou

17. Gross fair values of
derivative contracts:
a. Contracts held for trading:
(1) Gross positive fair value 8733 0 8734 293 8735 0 8736 0 17.a.(1)
(2) Gross negative fair value 8737 0 8738 271 8739 0 8740 0 17.a.(2)
b. Contracts held for purposes
other than trading that
are marked to market:
(1) Gross positive fair value 8741 0 8742 0 8743 0 8744 0 17.b.(1)
(2) Gross negative fair value 8745 0 8746 0 8747 0 8748 0 17.b.(2)
c. Contracts held for purposes
other than trading that are
not marked to market:
(1) Gross positive fair value 8749 32,558 8750 0 8751 0 8752 0 17.c.(1)
(2) Gross negative fair value 8753 8,140 8754 0 8755 0 8756 0 17.c.(2)

Memoranda Dollar Amounts in Thousands RCFD Bil Mil Thou

1.-2. Not applicable
3. Unused commitments with an original maturity exceeding one year that are
reported in Schedule RC-L, items 1.a through 1.e, above (report only the
unused portions of commitments that are fee paid or otherwise legally
binding) 3833 4,989,751 M.3.
a. Participations in commitments with an original maturity
exceeding one year conveyed to others RCFD 3834 0 M.3.a.
4. To be completed only by banks with $1 billion or more in total assets:
Standby letters of credit and foreign office guarantees (both financial and
performance) issued to non-U.S. addressees (domicile) included in Schedule
RC-L, items 2 and 3, above 3377 0 M.4.
5. Loans to individuals for household, family, and other personal
expenditures that have been securitized and sold (with servicing retained),
amounts outstanding by type of loan:
a. Loans to purchase private passenger automobiles (to be completed
for the September report only) 2741 N/A M.5.a.
b. Credit cards and related plans (TO BE COMPLETED QUARTERLY) 2742 0 M.5.b.
c. All other consumer credit (including mobile home loans)
(to be completed for the September report only) 2743 N/A M.5.c.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-17
Printed 08/25/1998 at 14:06

Schedule RC-M--Memoranda

C465
Dollar Amounts in Thousands RCFD Bil Mil Thou

1. Extensions of credit by the reporting bank to its executive officers,
directors, principal shareholders, and their related interests as of the
report date:
a. Aggregate amount of all extensions of credit to all executive officers,
directors, principal shareholders, and their related interests 6164 28,138 1.a.
b. Number of executive officers, directors, and principal shareholders to whom
the amount of all extensions of credit by the reporting bank (including
extensions of credit to related interests) equals or exceeds the lesser of
$500,000 or 5 percent of total capital as defined for this Number
purpose in agency regulations RCFD 6165 3 1.b.
2. Federal funds sold and securities purchased under agreements to resell with
U.S. branches and agencies of foreign banks(1) (included in Schedule RC,
item 3) 3405 0 2.
3. Not applicable.
4. Outstanding principal balance of 1-4 family residential mortgage loans
serviced for others (include both retained servicing and purchased
servicing):
a. Mortgages serviced under a GNMA contract 5500 1,416,434 4.a.
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer 5501 12,647 4.b.(1)
(2) Serviced without recourse to servicer 5502 2,896,022 4.b.(2)
c. Mortgages serviced under a FNMA contract:
(1) Serviced under a regular option contract 5503 81,168 4.c.(1)
(2) Serviced under a special option contract 5504 3,222,535 4.c.(2)
d. Mortgages serviced under other servicing contracts 5505 6,599,120 4.d.
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sum of items
5.a and 5.b must equal Schedule RC, item 9):
a. U.S. addressees (domicile) 2103 7,083 5.a.
b. Non-U.S. addressees (domicile) 2104 0 5.b.
6. Intangible assets:
a. Mortgage servicing assets 3164 105,171 6.a.
(1) Estimated fair value of mortgage servicing assets RCFD A590 88,591 6.a.(1)
b. Other identifiable intangible assets:
(1) Purchased credit card relationships 5506 0 6.b.(1)
(2) All other identifiable intangible assets 5507 3,159 6.b.(2)
c. Goodwill 3163 183,598 6.c.
d. Total (sum of items 6.a, 6.b.(1), 6.b.(2), and 6.c)
(must equal Schedule RC, item 10) 2143 291,928 6.d.
e. Amount of intangible assets (included in item 6.b.(2) above) that have been
grandfathered or are otherwise qualifying for regulatory capital purposes 6442 46 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock
dedicated to redeem the debt 3295 0 7.

__________
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-18
Printed 08/25/1998 at 14:06

Schedule RC-M--Continued

Dollar Amounts in Thousands Bil Mil Thou

8. a. Other real estate owned:
(1) Direct and indirect investments in real estate ventures RCFD 5372 0 8.a.(1)
(2) All other real estate owned:
(a) Construction and land development in domestic offices RCON 5508 0 8.a.(2)(a)
(b) Farmland in domestic offices RCON 5509 0 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices RCON 5510 15,934 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices RCON 5511 0 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices RCON 5512 2,164 8.a.(2)(e)
(f) In foreign offices RCFN 5513 0 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) RCFD 2150 18,098 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures RCFD 5374 150 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated
companies RCFD 5375 0 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) RCFD 2130 150 8.b.(3)
9. Noncumulative perpetual preferred stock and related surplus included in
Schedule RC, item 23, "Perpetual preferred stock and related surplus" RCFD 3778 0 9.
10. Mutual fund and annuity sales in domestic offices during the quarter
(include proprietary, private label, and third party products):
a. Money market funds RCON 6441 1,477,082 10.a.
b. Equity securities funds RCON 8427 56,570 10.b.
c. Debt securities funds RCON 8428 14,734 10.c.
d. Other mutual funds RCON 8429 26,968 10.d.
e. Annuities RCON 8430 46,448 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a
through 10.e above) RCON 8784 5,183 10.f.
11. Net unamortized realized deferred gains (losses) on off-balance sheet derivative
contracts included in assets and liabilities reported in Schedule RC RCFD A525 1,118 11.
12. Amount of assets netted against nondeposit liabilities and deposits in foreign
offices (other than insured branches in Puerto Rico and U.S. territories and
possessions) on the balance sheet (Schedule RC) in accordance with generally
accepted accounting principles (1) RCFD A526 0 12.
13. Outstanding principal balance of loans other than 1-4 family residential mortgage
loans that are serviced for others (to be completed if this balance is more than
$10 million and exceeds ten percent of total assets) RCFD A591 0 13.

Dollar Amounts in Thousands
Memorandum RCFD Bil Mil Thou

1. Reciprocal holdings of banking organizations' capital instruments
(to be completed for the December report only) 3836 N/A M.1.

- -------------
(1) Exclude netted on-balance sheet amounts associated with off-balance sheet
derivative contracts, deferred tax assets netted against deferred tax
liabilities, and assets netted in accounting for pensions.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-19
Printed 08/25/1998 at 14:06

Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets

The FFIEC regards the information reported in all of Memorandum item 1, in
items 1 through 10, column A, and in Memorandum items 2 through 4, column A,
as confidential.

C470
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
accruing accruing
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou

1. Loans secured by real estate:
a. To U.S. addressees (domicile) 1245 123,281 1246 12,688 1247 51,048 1.a.
b. To non-U.S. addressees (domicile) 1248 0 1249 0 1250 0 1.b.
2. Loans to depository institutions and
acceptances of other banks:
a. To U.S. banks and other U.S. depository
institutions 5377 0 5378 0 5379 0 2.a.
b. To foreign banks 5380 0 5381 0 5382 0 2.b.
3. Loans to finance agricultural production
and other loans to farmers 1594 2 1597 0 1583 0 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) 1251 7,445 1252 1,389 1253 3,479 4.a.
b. To non-U.S. addressees (domicile) 1254 0 1255 0 1256 0 4.b.
5. Loans to individuals for household, family,
and other personal expenditures:
a. Credit cards and related plans 5383 22,170 5384 15,872 5385 0 5.a.
b. Other (includes single payment,
installment, and all student loans) 5386 77,721 5387 34,230 5388 3,622 5.b.
6. Loans to foreign governments and official
institutions 5389 0 5390 0 5391 0 6.
7. All other loans 5459 71 5460 37 5461 1,479 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile) 1257 0 1258 0 1259 0 8.a.
b. Of non-U.S. addressees (domicile) 1271 0 1272 0 1791 0 8.b.
9. Debt securities and other assets (exclude
other real estate owned and other
repossessed assets) 3505 0 3506 0 3507 0 9.

Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.

RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou

10. Loans and leases reported in items 1
through 8 above which are wholly or
partially guaranteed by the U.S.
Government. 5612 45,351 5613 31,813 5614 0 10.
a. Guaranteed portion of loans and leases
included in item 10 above. 5615 45,326 5616 31,791 5617 0 10.a.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-20
Printed 08/25/1998 at 14:06

Schedule RC-N--Continued

C473
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
accruing accruing
Memoranda
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou

1. Restructured loans and leases included
in Schedule RC-N, items 1 through 8,
above (and not reported in Schedule RC-C,
part I, Memorandum item 2) 1658 0 1659 0 1661 1,532 M.1.
2. Loans to finance commercial real estate,
construction, and land development
activities (not secured by real estate)
included in Schedule RC-N, items 4
and 7, above 6558 0 6559 0 6560 0 M.2.

RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou

3. Loans secured by real estate in domestic
offices (included in Schedule RC-N,
item 1, above):
a. Construction and land development 2759 7,795 2769 0 3492 13,161 M.3.a.
b. Secured by farmland 3493 157 3494 181 3495 70 M.3.b.
c. Secured by 1-4 family residential
properties:
(1) Revolving, open-end loans secured by
1-4 family residential properties and
extended under lines of credit 5398 13,411 5399 2,389 5400 2,074 M.3.c.(1)
(2) All other loans secured by 1-4 family
residential properties 5401 82,016 5402 8,164 5403 22,923 M.3.c.(2)
d. Secured by multifamily (5 or more)
residential properties 3499 211 3500 0 3501 1,178 M.3.d.
e. Secured by nonfarm nonresidential
properties 3502 19,691 3503 1,954 3504 11,642 M.3.e.

(Column A) (Column B)
Past due 30 Past due 90
through 89 days days or more
RCFD Bil Mil Thou RCFD Bil Mil Thou

4. Interest rate, foreign exchange rate, and
other commodity and equity contracts:
a. Book value of amounts carried as assets 3522 0 3528 0 M.4.a.
b. Replacement cost of contracts with a
positive replacement cost 3529 0 3530 0 M.4.b.

Person to whom questions about the Reports of Condition and Income should be
directed:
C477

Laureen Trice, Vice President (804)782-5629
Name and Title (TEXT 8901) Area code/phone number/extension
(TEXT 8902)
(804) 782-7155
FAX: Area code/phone number (TEXT 9116)

Even though Call Reports must be filed electronically,
send my bank a sample set of paper Call Reports forms
for the next quarter: Yes [X] (RCON 9117)

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-21
Printed 08/25/1998 at 14:06

Schedule RC-O--Other Data for Deposit Insurance and FICO Assessments

C475
Dollar Amounts in Thousands RCON Bil Mil Thou

1. Unposted debits (see instructions):
a. Actual amount of all unposted debits 0030 N/A 1.a.
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits 0031 0 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits (1) 0032 0 1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits 3510 N/A 2.a.
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits 3512 0 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits (1) 3514 0 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not
included in total deposits in domestic offices) 3520 0 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured
branches in Puerto Rico and U.S. territories and possessions (not included
in total deposits):
a. Demand deposits of consolidated subsidiaries 2211 25,265 4.a.
b. Time and savings deposits (1) of consolidated subsidiaries 2351 0 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5514 0 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and
possessions:
a. Demand deposits in insured branches (included in Schedule RC-E, Part II) 2229 0 5.a.
b. Time and savings deposits (1) in insured branches (included in Schedule
RC-E, Part II) 2383 0 5.b.
c. Interest accrued and unpaid on deposits in insured branches (included in
Schedule RC-G, item 1.b) 5515 0 5.c.
6. Reserve balances actually passed through to the Federal Reserve by the
reporting bank on behalf of its respondent depository institutions that are
also reflected as deposit liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, item 4 or 5,
column B) 2314 0 6.a.
b. Amount reflected in time and savings deposits (1) (included in Schedule
RC-E, Part I, item 4 or 5, column A or C, but not column B) 2315 0 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1),(2)
a. Unamortized premiums 5516 0 7.a.
b. Unamortized discounts 5517 0 7.b.
8. To be completed by banks with "Oakar deposits."
a. Deposits purchased or acquired from other FDIC-insured institutions during
the quarter (exclude deposits purchased or acquired from foreign offices other
than insured branches in Puerto Rico and U.S. territories and possessions):
(1) Total deposits purchased or acquired from other FDIC-insured institutions
during the quarter A531 0 8.a.(1)
(2) Amount of purchased or acquired deposits reported in item 8.a.(1) above
attributable to a secondary fund (i.e., BIF members report deposits
attributable to SAIF; SAIF members report deposits attributable to BIF) A532 0 8.a.(2)
b. Total deposits sold or transferred to other FDIC-insured institutions during
the quarter (exclude sales or transfers by the reporting bank of deposits in
foreign offices other than insured branches in Puerto Rico and U.S. territories
and possessions) A533 0 8.b.

__________
(1) For FDIC insurance and FICO assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other than
demand deposits.
(2) Exclude core deposit intangibles.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-22
Printed 08/25/1998 at 14:06

Schedule RC-O--Continued

Dollar Amounts in Thousands RCON Bil Mil Thou

9. Deposits in lifeline accounts 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included
in total deposits in domestic offices) 8432 0 10.
11. Adjustments to demand deposits in domestic offices and in insured branches in
Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for
certain reciprocal demand balances:
a. Amount by which demand deposits would be reduced if the reporting bank's
reciprocal demand balances with the domestic offices of U.S. banks and
savings associations and insured branches in Puerto Rico and U.S. territories
and possessions that were reported on a gross basis in Schedule RC-E had
been reported on a net basis 8785 0 11.a.
b. Amount by which demand deposits would be increased if the reporting bank's
reciprocal demand balances with foreign banks and foreign offices of other U.S.
banks (other than insured branches in Puerto Rico and U.S. territories and possessions)
that were reported on a net basis in Schedule RC-E had been reported on a gross basis A181 0 11.b.
c. Amount by which demand deposits would be reduced if cash items in process of
collection were included in the calculation of the reporting bank's net reciprocal
demand balances with the domestic offices of U.S. banks and savings associations and
insured branches in Puerto Rico and U.S. territories and possessions in Schedule RC-E A182 0 11.c.
12. Amount of assets netted against deposit liabilities in domestic offices and in
insured branches in Puerto Rico and U.S. territories and possessions on the balance
sheet (Schedule RC) in accordance with generally accepted accounting principles
(exclude amounts related to reciprocal demand balances):
a. Amount of assets netted against demand deposits A527 0 12.a.
b. Amount of assets netted against time and savings deposits A528 0 12.b.

Memoranda (to be completed each quarter except as noted)

Dollar Amounts in Thousands RCON Bil Mil Thou

1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.
(1) and 1.b.(1) must equal schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:
(1) Amount of deposit accounts of $100,000 or less 2702 11,228,370 M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less
(to be completed for the June report only) Number
RCON 3779 1,934,591 M.1.a.(2)
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000 2710 6,741,325 M.1.b.(1)
Number
(2) Number of deposit accounts of more than $100,000 RCON 2722 19,110 M.1.b.(2)
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by
multiplying the number of deposit accounts of more than $100,000 reported
in Memorandum item 1.b.(2) above by $100,000 and subtracting the result from
the amount of deposit accounts of more than $100,000 reported in Memorandum
item 1.b.(1) above.

Indicate in the appropriate box at the right whether your bank has a
method or procedure for determining a better estimate of uninsured
deposits than the estimate described above Yes No
6861 X M.2.a.

b. If the box marked YES has been checked, report the estimate of uninsured RCON Bil Mil Thou
deposits determined by using your bank's method or procedure 5597 N/A M.2.b.
3. Has the reporting institution been consolidated with a parent bank or savings
association in that parent bank's or parent savings association's
Call Report or Thrift Financial Report?
If so, report the legal title and FDIC Certificate Number of the parent bank or
parent savings association: FDIC Cert No.
TEXT A545 N/A RCON A545 N/A M.3.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-23
Printed 08/25/1998 at 14:06

Schedule RC-R--Regulatory Capital

This schedule must be completed by all banks as follows: Banks that
reported total assets of $1 billion or more in Schedule RC, item 12,
for June 30, 1997, must complete items 2 through 9 and Memoranda items
1 and 2. Banks with assets of less than $1 billion must complete
items 1 through 3 below or Schedule RC-R in its entirety, depending on
their response to item 1 below.

1. Test for determining the extent to which Schedule RC-R must be completed.
To be completed only by banks with total assets of less than $1 billion. C480
Indicate in the appropriate box at the right whether the bank has total capital Yes No
greater than or equal to eight percent of adjusted total assets. RCFD 6056 1.

For purposes of this test, adjusted total assets equals total assets
less cash, U.S. Treasuries, U.S. Government agency obligations, and 80
percent of U.S. Government-sponsored agency obligations plus the
allowance for loan and lease losses and selected off-balance sheet
items as reported on Schedule RC-L (see instructions).

If the box marked YES has been checked, then the bank only has to complete
items 2 and 3 below. If the box marked NO has been checked, the bank must
complete the remainder of this schedule.

A NO response to item 1 does not necessarily mean that the bank's actual
risk-based capital ratio is less than eight percent or that the bank is not
in compliance with the risk-based capital guidelines.

NOTE: All banks are required to complete items 2 and 3 below. See optional
worksheet for items 3.a through 3.f.

Dollar Amounts in Thousands RCFD Bil Mil Thou

2. Portion of qualifying limited-life capital instruments
(original weighted average maturity of at least five
years) that is includible in Tier 2 capital:
a. Subordinated debt(1) and intermediate term preferred stock A515 402,000 2.a.
b. Other limited-life capital instruments A516 0 2.b.
3. Amounts used in calculating regulatory capital ratios
(report amounts determined by the bank for its own
internal regulatory capital analyses consistent with applicable
capital standards):
(1) Tier 1 capital 8274 1,673,070 3.a.(1)
(2) Tier 2 capital 8275 647,878 3.a.(2)
(3) Tier 3 capital 1395 0 3.a.(3)
b. Total risk-based capital 3792 2,320,948 3.b.
(3) Tier 3 Capital
c. Excess allowance for loan and lease losses (amount that exceeds
1.25% of gross risk-weighted assets) A222 0 3.c.
d. (1) Net risk-weighted assets (gross risk-weighted assets less excess
allowance reported in item 3.c above and all other deductions) A223 21,568,132 3.d.(1)
(2) Market risk equivalent assets 1651 0 3.d.(2)
e. Maximum contractual dollar amount of recourse exposure in low level
recourse transactions (to be completed only if the bank uses the "direct
reduction method" to report these transactions in Schedule RC-R) 1727 0 3.e.
f. "Average total assets" (quarterly average reported in Schedule RC-K,
item 9, less all assets deducted from Tier 1 capital)(2) A224 24,897,213 3.f.

Items 4-9 and Memoranda items 1 and 2 are to be completed by banks that
answered NO to item 1 above and by banks with total assets of $1 billion or
more.

(Column A) (Column B)
Assets Credit Equiv-
Recorded alent Amount
on the of Off-Balance
Balance Sheet Sheet Items(3)
RCFD Bil Mil Thou RCFD Bil Mil Thou

4. Assets and credit equivalent amounts of off-balance sheet items
assigned to the Zero percent risk category:
a. Assets recorded on the balance sheet 5163 638,063 4.a.
b. Credit equivalent amount of off-balance sheet items 3796 0 4.b.

__________
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not deduct excess allowance for loan and lease losses.
(3) Do not report in column B the risk-weighted amount of assets reported in
column A.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-24
Printed 08/25/1998 at 14:06

Schedule RC-R--Continued

(Column A) (Column B)
Assets Credit Equiv-
Recorded alent Amount
on the of Off-Balance
Balance Sheet Sheet Items (1)
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou

5. Assets and credit equivalent amounts of off-balance
sheet items assigned to the 20 percent risk category:
a. Assets recorded on the balance sheet 5165 5,967,039 5.a.
b. Credit equivalent amount of off-balance sheet items 3801 36,048 5.b.
6. Assets and credit equivalent amounts of off-balance
sheet items assigned to the 50 percent risk category:
a. Assets recorded on the balance sheet 3802 5,025,164 6.a.
b. Credit equivalent amount of off-balance sheet items 3803 1,042,568 6.b.
7. Assets and credit equivalent amounts of off-balance sheet
items assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet 3804 14,471,218 7.a.
b. Credit equivalent amount of off-balance sheet items 3805 2,862,431 7.b.
8. On-balance sheet asset values excluded from and deducted in
the calculation of the risk-based capital ratio (2) 3806 192,821 8.
9. Total assets recorded on the balance sheet (sum of items
4.a, 5.a, 6.a, 7.a, and 8, column A)(must equal Schedule RC,
item 12 plus items 4.b and 4.c) 3807 26,294,305 9.

Memoranda

Dollar Amounts in Thousands RCFD Bil Mil Thou

1. Current credit exposure across all off-balance sheet derivative contracts
covered by the risk-based capital standards 8764 32,558 M.1.

With a remaining maturity of
(Column A) (Column B) (Column C)
One year or less Over one year Over five years
through five years
RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou

2. Notional principal amounts of
off-balance sheet derivative
contracts (3):
a. Interest rate contracts 3809 41,681 8766 4,853,406 8767 301,322 M.2.a.
b. Foreign exchange contracts 3812 1,375 8769 0 8770 0 M.2.b.
c. Gold contracts 8771 0 8772 0 8773 0 M.2.c.
d. Other precious metals contracts 8774 0 8775 0 8776 0 M.2.d.
e. Other commodity contracts 8777 0 8778 0 8779 0 M.2.e.
f. Equity derivative contracts A000 0 A001 0 A002 0 M.2.f.

__________
(1) Do not report in column B the risk-weighted amount of assets
reported in column A.
(2) Include the difference between the fair value and the amortized
cost of available-for-sale debt securities in item 8 and report the
amortized cost of these debt securities in items 4 through 7 above.
For available-for-sale equity securities, if fair value exceeds cost,
include the difference between the fair value and the cost in item 8
and report the cost of these equity securities in items 5 through 7
above; if cost exceeds fair value, report the fair value of these
equity securities in items 5 through 7 above and include no amount
in item 8. Item 8 also includes on-balance sheet asset values (or
portions thereof) of off-balance sheet interest rate, foreign exchange
rate, and commodity contracts and those contracts (e.g., futures contracts)
not subject to risk-based capital. Exclude from item 8 margin accounts and
accrued receivables not included in the calculation of credit equivalent
amounts of off-balance sheet derivatives as well as any portion of the
allowance for loan and lease losses in excess of the amount that may be
included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14
days or less and all futures contracts.

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98 FFIEC 031
Page RC-25
Printed 08/25/1998 at 14:06

Optional Narrative Statement Concerning the Amounts Reported in the
Reports of Condition and Income at close of business on June 30, 1998

CRESTAR BANK Richmond, Virginia
Legal Title of Bank City State

The management of the reporting bank may, if it wishes, submit a brief
narrative statement on the amounts reported in the Reports of
Condition and Income. This optional statement will be made available
to the public, along with the publicly available data in the Reports
of Condition and Income, in response to any request for individual
bank report data. However, the information reported in column A and
in all of Memorandum item 1 of Schedule RC-N is regarded as
confidential and will not be released to the public. BANKS CHOOSING
TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT
DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK
CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL
ITEMS IN SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE NOT
WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF
THEIR CUSTOMERS. Banks choosing not to make a statement may check the
"No comment" box below and should make no entries of any kind in the
space provided for the narrative statement; i.e., DO NOT enter in this
space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."

The optional statement must be entered on this sheet. The statement
should not exceed 100 words. Further, regardless of the number of
words, the statement must not exceed 750 characters, including
punctuation, indentation, and standard spacing between words and
sentences. If any submission should exceed 750 characters, as
defined, it will be truncated at 750 characters with no notice to the
submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file
releases to the public.

All information furnished by the bank in the narrative statement must
be accurate and not misleading. Appropriate efforts shall be taken by
the submitting bank to ensure the statement's accuracy. The statement
must be signed, in the space provided below, by a senior officer of
the bank who thereby attests to its accuracy.

If, subsequent to the original submission, material changes are
submitted for the data reported in the Reports of Condition and
Income, the existing narrative statement will be deleted from the
files, and from disclosure; the bank, at its option, may replace it
with a statement, under signature, appropriate to the amended data.

The optional narrative statement will appear in agency records and in
release to the public exactly as submitted (or amended as described in
the preceding paragraph) by the management of the bank (except for the
truncation of statements exceeding the 750-character limit described
above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY
THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE
STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY
HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED
THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE
OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING
BANK.

No comment [ ] (RCON 6979) C471 C472

BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)

_____________________________________ _________________
Signature of Executive Officer of Bank Date of Signature

Legal Title of Bank: CRESTAR BANK
Address: P.O. Box 26665
City, State Zip: Richmond, VA 23261
FDIC Certificate No.: 12543

Call Date: 06/30/98
Page RC-26

THIS PAGE IS TO BE COMPLETED BY ALL BANKS

CRESTAR BANK OMB No. for OCC: 1557-0081
P.O. BOX 26665 OMB No. For FDIC: 3064-0052
RICHMOND, VA 23261 OMB No. For Federal Reserve: 7100-0036
0000047920 55124300000 12543 Expiration Date: 3/31/2000

31 SPECIAL REPORT
June 30, 1998 (Dollar Amounts in Thousands)

CLOSE OF BUSINESS FDIC Certificate Number
DATE
6/30/98 12543 C-700

LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)

The following information is required by Public Laws 90-44 and 102-
242, but does not constitute a part of the Report of Condition. With
each Report of Condition, these Laws require all banks to furnish a
report of all loans or other extensions of credit to their executive
officers made since the date of the previous Report of Condition.
Data regarding individual loans or other extensions of credit are not
required. If no such loans or other extensions of credit were made
during the period, insert "none" against subitem (a). (Exclude the
first $15,000 of indebtedness of each executive officer under bank
credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the
Code of Federal Regulations (Federal Reserve Board Regulation O) for
the definitions of "executive officer" and "extension of credit,"
respectively. Exclude loans and other extensions of credit to
directors and principal shareholders who are not executive officers.

a. Number of loans made to executive officers since the
previous Call Report date RCFD 3561 0 a.
b. Total dollar amount of above loans (in thousands of
dollars) RCFD 3562 0 b.
c. Range of interest charged on above loans
(example: 9 3/4% = 9.75)
RCFD 7701 0.00% to RCFD 7702 0.00% c.

SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year)

/s/Illegible Senior Vice President 7/30/98

FDIC 8040/53 (3/98)

290040BMW.IIB
(08/19/98)
BYLAWS
OF
CRESTAR BANK
Incorporated Under The Laws Of The Commonwealth Of Virginia
Adopted December 20, 1979
(And Including Amendments Adopted
Thereto Through December 19, 1997)
INDEX
TO
BYLAWS
OF
CRESTAR BANK
Article I - Meetings Of Stockholders

1.1 - Place of Meetings 1
1.2 - Annual Meetings 1
1.3 - Special Meetings 1
1.4 - Notice of Meetings 1
1.5 - Quorum 1
1.6 - Voting 1
1.7 - Conduct of Meetings 2
1.8 - Inspectors 2
Article II - Board Of Directors
2.1 - General Powers 2
2.2 - Number of Directors 2
2.3 - Quorum 2
2.4 - Vacancy 2
2.5 - Term of Office 2
2.6 - Meetings of the Board 2
2.7 - Compensation 3
2.8 - Eligibility 3
Article III - Committees
3.1 - Standing Committees 4
3.2 - Executive Committee 5
3.3 - Audit Committee 5
3.4 - Human Resources and Compensation Committee 5
3.5 - Nominating and Governance Committee 6
3.6 - Area Boards 6
3.7 - Other Committees 6
Article IV - Officers
4.1 - Number and Manner of Election or Appointment 7
4.2 - Term of Office 7
4.3 - Removal 7
4.4 - Resignations 7
4.5 - Vacancies, New Offices and Promotions 7
4.6 - Chairman of the Board 7
4.7 - President 8
Article IV - Officers (continued)
4.8 - Corporate Secretary 8
4.9 - Treasurer 8
4.10- Auditor 8
4.11- Powers and Duties of Other Officers 9
Article V - Capital Stock
5.1 - Certificates 9
5.2 - Lost, Destroyed and Mutilated Certificates 9
5.3 - Transfer of Stock 9
5.4 - Closing of Transfer Books and Fixing Record Date 9

Article VI - Emergency Bylaws
6.1 - Effect 10
6.2 - Meetings During Emergency 10
6.3 - Officer Successorship 11
6.4 - Principal Office 11
6.5 - Liability 11
6.6 - Amendments 11
Article VII - Indemnification Of Directors And Officers
7.1 - Extent of Indemnification 11
7.2 - Insurance 12
7.3 - Change in Board Composition 12
7.4 - Miscellaneous 12
Article VIII - Miscellaneous Provisions
8.1 - Seal 12
8.2 - Voting of Stock Held 12
8.3 - Fiscal Year 12
8.4 - Control Share Acquisitions 12
8.5 - Amendments 12

APPENDIX - Administrative Regulations Administrative Regulation I

Sales, Purchase and Pledge or Deposit of Securities Owned by the Bank
1.1 - Sale, Purchase and Pledge or Deposit of Securities 1

Administrative Regulation II
Exercise of Fiduciary Powers
2.1 - Certification, Authentication, etc. of Securities and
Documents 1
2.2 - Qualification as Fiduciary 2
2.3 - Acceptance of Trusts 2
2.4 - Purchase and Sales of Securities 2
2.5 - Deposit of Securities Under Plans Reorganizations, etc. 2
2.6 - Sales, and Leases of Real Estate and Tangible Personal
Property:
Foreclosure and Extension of Mortgages 2
2.7 - All Acts Done Under the Foregoing Paragraphs 3
2.8 - Voting Stock and Other Securities 3

Administrative Regulation III
Borrowing Money, Rediscount of Bills and Notes, Buying or Selling Funds
3.1 - Borrowed Money, Security Therefor and Rediscounts 3

3.2 - Purchase and Sales of Surplus Funds 3
Administrative Regulation IV
Release of Encumbrances

4.1 - Sales and Leases of Property 4
4.2 - Release Of Encumbrances 4
Administrative Regulation V
Checks, Drafts, Orders, etc
5.1 - Bank - Except Trust 4
5.2 - Trust Group 4
Administrative Regulation VI
Signature Guarantee, Confirmations, etc
6.1 - Signature Guarantee 4
6.2 - Confirmations 5
Administrative Regulation VII Responsibility of Area Boards
7.1 - Responsibilities of Area Boards 5
Administrative Regulation VIII
Deposit and Security Accounts
8.1 - Deposit Accounts 5
8.2 - Security Accounts 6

CRESTAR BANK
BYLAWS
Article I

Meetings Of Stockholders

1.1 Place of Meetings. All meetings of the stockholders shall be held at
such place, either within or without the State of Virginia, as may be designated
by the Board of Directors.

1.2 Annual Meeting. The annual meeting of stockholders, for the election
of Directors and transaction of such other business as may come before the
meeting, shall be held at such time and date as designated by the Board of
Directors.

1.3 Special Meetings. Special meetings of the stockholders for any
purpose or purposes may be called at any time by the Chairman of the Board, by
the President, or by a majority of the Board of Directors. No business shall be
transacted and no corporate action shall be taken at a special meeting other
than that stated in the notice of the meeting.

1.4 Notice of Meetings. Unless waived in the manner prescribed by law,
notice of each meeting of stockholders shall be given in writing, not less than
ten nor more than sixty days before the day of the meeting, or such other notice
as is required by law, to each stockholder entitled to vote at such meeting and
shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. If
mailed, such notice shall be deemed to have been given when deposited in the
United States mail, with postage thereon prepaid, directed to the stockholder at
his address as it appears on the stock transfer books of the Bank.

1.5 Quorum. Any number of stockholders together holding a majority of
the outstanding shares of capital stock entitled to vote with respect to the
business to be transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for the transaction
of business. If less than a quorum shall be in attendance at the time for which
a meeting shall have been called, the meeting may be adjourned from time to time
by a majority of the stockholders present or represented by proxy without notice
other than by announcement at the meeting until a quorum shall attend.

1.6 Voting. At any meeting of the stockholders, each stockholder of a
class entitled to vote on any matter coming before the meeting shall, as to such
matter, have one vote, in person or by proxy, for each share of capital stock of
such class standing in his or her name on the stock transfer books of the Bank
on the date, not more than seventy days prior to such meeting, as designated by
the Board of Directors, for the purpose of determining stockholders entitled to
vote, as the date on which the stock transfer books of the Bank are to be closed
or as the record date. Every proxy shall be in writing and signed by the
stockholder entitled to vote or signed by his or her duly authorized
attorney-in-fact. At a meeting where a quorum is present, the affirmative vote
of the majority of the shares represented at the meeting and entitled to vote
shall be the act of the stockholders.

1.7 Conduct of Meetings. At each meeting of the stockholders, the
Chairmanof the Board or the President shall act as chairman and preside. In
their absence, the Chairman of the Board may designate another officer of the
Bank who need not be a Director to preside. The Corporate Secretary of the Bank
or an Assistant Corporate Secretary, or in their absence, a person whom the
chairman of such meeting shall appoint, shall act as corporate secretary of such
meeting.

1.8 Inspectors. An appropriate number of inspectors for any meeting of
stockholders may be appointed by the chairman of such meeting. Inspectors so
appointed will open and close the polls, will receive and take charge of proxies
and ballots, and will decide all questions as to the qualifications of voters,
validity of proxies and ballots, and the number of votes properly cast.

Article II
Board Of Directors

2.1 General Powers. The business and affairs of the Bank shall be
managed by the Board of Directors and, except as otherwise expressly provided by
law, in accordance with the Articles of Incorporation or these Bylaws.

2.2 Number of Directors. The Board of Directors shall consist of not
less than five nor more than twenty-six Directors, the exact number to be
designated by the Board.

2.3 Quorum. A majority of the number of Directors pursuant to these
Bylaws at the time of the meeting shall constitute a quorum for the transaction
of business. The act of a majority of Directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. Less than a quorum
may adjourn any meeting.

2.4 Vacancy. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of the majority of the remaining Directors,
though less than a quorum of the Board, unless the vacancy is sooner filled by
the stockholders.

2.5 Term of Office. Each Director, unless he or she dies, resigns or is
removed from office, shall hold office until his or her term expires.

2.6 Meetings of the Board.

(a) Place of Meetings. Meetings of the Board of Directors shall be held
at such place and at such time, either within or without the Commonwealth of
Virginia as may be designated by the Board, or upon call of the Chairman of the
Board or the President.

(b) Organizational Meeting. An organizational meeting shall be held as
soon as practicable after the adjournment of the annual meeting of stockholders
at which the Board of Directors is elected, for the purpose of taking the oaths
of the Directors, electing officers, appointing committees for the ensuing year,
and transacting such other business as may properly come before the meeting.

(c) Regular Meetings. Regular meetings of the Board of Directors shall
be held at such time and place as the Board may designate, and no notice thereof
need be given.

(d) Special Meetings. Special meetings of the Board of Directors may be
held at any time or place upon the call of the Chairman of the Board or the
President, or any three members of the Board.

(e) Notice. Notice of each such meeting shall be given to each Director
by mail at his or her business or residence address at least forty-eight hours
before the meeting, or by telephone or facsimile notice to him or her at least
twenty-four hours before the meeting. Meetings may be held at any time without
notice if all of the Directors are present, or if those not present waive notice
in writing either before or after the meeting. The notice of meetings of the
Board need not state the purpose of the meeting.

(f) Conduct of Meetings. At each meeting of the Board of Directors, the
Chairman of the Board or the President shall act as chairman and preside.In
their absence, the Chairman of the Board may designate another officer of the
Bank, who need not be a Director, to preside. The Corporate Secretary of the
Bank or an Assistant Corporate Secretary, or in their absence, a person whom the
chairman of such meeting shall appoint, shall act as corporate secretary of such
meeting.

(g) Action in Lieu of Meeting. Any action required or permitted to be
taken by the Board may be taken without a meeting if all Directors consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents of the Directors shall be filed with the minutes of the
proceedings of the Board meeting.

2.7 Compensation. Directors, and members of any committee of the Board
who are not officers of the Bank or subsidiaries thereof, shall be paid such
compensation as the Board of Directors from time to time may determine for his
or her services as Director, or as Chairman or a member of any committee of the
Board, and shall, in addition, be reimbursed for such expenses as shall be
incurred by the Director in the performance of his or her duties. Nothing herein
shall preclude Directors and members of any committee of the Board from serving
the Bank in other capacities and receiving compensation therefor.

2.8 Eligibility. No Director shall be eligible for election after he or
she attains the age of sixty-five. Upon reaching the age of sixty-five or when a
Director's responsibilities in his or her business or profession terminate or
are reduced, the Director shall submit to the Nominating & Governance Committee
a letter offering to resign from the Board, and the Committee will recommend to
the Board the action to be taken on the letter, based upon the Board's Guiding
Principles of Corporate Governance. Any Director age sixty-three or over at the
time of the adoption of this provision may serve until his or her present term
of office expires. Except for the Chief Executive Officer, no Director who is an
officer of the Bank or any subsidiary shall be eligible for election after he or
she has retired.

Article III Committees

3.1 Standing Committees.

(a) Number. There shall be four standing committees of the Board of
Directors which shall be comprised only of Directors. The standing committees
are as follows: Executive, Audit, Human Resources & Compensation, and Nominating
& Governance. In order to broaden the experience of Directors, it shall be the
policy of the Bank to seek rotation among Directors as members of the various
committees. At the first meeting of the Board of Directors after the annual
meeting of the stockholders, the Chairman of the Board shall recommend the
membership of each committee and the Board shall elect the membership of each
committee, who shall serve at the pleasure of the Board.

(b) Quorum. A majority of the number of members of any standing
committee shall constitute a quorum for the transaction of business. The action
of a majority of members present at a committee meeting at which a quorum is
present shall constitute the act of the committee.

(c) Action in Lieu of Meetings. Any action required or permitted to be
taken by the committee may be taken without a meeting if all members of the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and written consents of the members shall be filed with
the minutes of the proceedings of the committee.

(d) Meetings and Minutes. Subject to the foregoing, and unless the Board
shall otherwise decide, each committee shall fix its rules of procedure,
determine its action and fix the time and place of its meetings. Special
meetings of a committee may be held at any time upon the call of the Chairman of
the Board, the Chairman of the committee, or any two members of the committee.
Each committee shall keep minutes of all meetings, which shall be at all times
available to Directors. Action taken by a committee shall be reported promptly
to the Board but not less frequently than quarterly.

(e) Term of Office. A member of any standing committee shall hold office
until the next organizational meeting of the Board of Directors or until he or
she is removed or ceases to be a Director.

(f) Vacancy. Should a vacancy occur on any standing committee resulting
from any cause whatsoever, the Board, by resolution, may fill such vacancy at
any time.

(g) Resignation and Removal. A member of a standing committee may resign
at any time by giving written notice of his or her intention to do so to the
Chairman of the Board or the Corporate Secretary of the Bank, and may be removed
at any time by the Board of Directors.

3.2 Executive Committee.

(a) How Constituted. The Executive Committee shall consist of not less
than five nor more than nine Directors, including the Chairman of the Board, who
shall be Chairman of the Committee, and the President. If the Chairman of the
Board will not be present at a meeting, the President shall preside, and if the
President will not be present, the Chairman may designate another officer of the
Bank, who need not be a member of the Committee or a Director, to preside at the
meeting.

(b) Primary Responsibilities. The primary responsibilities of the
Executive Committee shall consist of: exercise of all powers of the Board of
Directors between meetings of the Board except as to matters exclusively
reserved to the Board under law; annual review of management's financial goals
and business plan; service as the Board's steering committee on capital,
liquidity and asset/liability, as well as the Board's advisor on mergers and
acquisition and corporate structure matters; review and recommendation to the
Board of the annual capital budget and authorization of capital expenditures
within a level established by the Board; supervision over the exercise of
fiduciary powers; oversight over the Bank's contributions policy, approval of
the annual contributions budget and authorization or recommendation to the Board
of larger individual contributions as specified by the Board.

3.3 Audit Committee

(a) How Constituted. The Audit Committee shall consist of not less than
five nor more than nine Directors, none of whom shall be officers of the Bank or
any subsidiary thereof. The Chairman of the Committee shall be appointed by the
Board of Directors upon recommendation of the Chairman of the Board. If the
Chairman of the Committee will not be present at a meeting, he or she may
designate any member of the Committee to preside at the meeting.

(b) Primary Responsibilities. The primary responsibilities of the Audit
Committee shall consist of: recommendation of the selection of independent
accountants and auditors; review of the scope of the accountant's examination
and approval of any non-audit services to be performed by the independent
accountants; review of examination reports by the independent accountants and
regulatory agencies; approval of, and review of the results of, the internal
audit plan; review of credit issues, loan policies and procedures, the quarterly
classification of loans and the adequacy of the allowance for loan losses;
monitoring of the credit process review function; review of Crestar's Community
Reinvestment Act policy, plans and performance; review of internal programs to
assure compliance with laws and regulations and the adequacy of internal
controls; review of the adequacy of insurance coverage; and approval of all
amendments to, and review of employees' and Directors' compliance, with the
Standards of Conduct.

3.4 Human Resources & Compensation Committee.

(a) How Constituted. The Human Resources & Compensation Committee shall
consist of not less than four nor more than eight Directors, none of whom shall
be officers of the Bank or any subsidiary thereof. The Chairman of the Committee
shall be appointed by the Board of Directors upon recommendation of the Chairman
of the Board. If the Chairman of the Committee will not be present at a meeting,
he or she may designate any member of the Committee to preside at the meeting.

(b) Primary Responsibilities. The primary responsibilities of the Human
Resources & Compensation Committee shall consist of: review and approval of
major compensation policies; determination of appropriate performance targets
under the Bank's benefit plans; recommendation to the Board of salaries for, and
approval of other compensation to be paid or awarded to the highest level and
most highly paid officers; recommendation of officers requiring Board approval
and recommendation of any titling changes and management succession involving
the top five officers of the Bank; review of other matters pertaining to
management structure, succession planning and executive development; review and
recommendation for Board approval of new and significant changes to qualified
and non-qualified benefit plans; and recommendation for Board approval of
appropriate changes in Director compensation.

3.5 Nominating & Governance Committee

(a) How Constituted. The Nominating & Governance Committee shall consist
of not less than three nor more than five Directors, none of whom shall have
served as an officer of Crestar Financial Corporation or any subsidiary thereof
within the calendar year of appointment or the calendar year immediately
preceding the year of appointment. The Chairman of the Committee shall be
appointed by the Board of Directors upon recommendation of the Chairman of the
Board. If the Chairman of the Committee will not be present at a meeting, he or
she may designate any member of the Committee to preside at the meeting.

(b) Primary Responsibilities. The primary responsibilities of the
Nominating & Governance Committee shall consist of: interpreting the Bylaws
whenever a member's change in circumstance, such as illness, retirement or
modification of primary employment, may impact eligibility for continued Board
service; recommending changes to eligibility requirements as needed to ensure
that the Board consists of highly-qualified persons who can provide constructive
input into the business of the Bank and represent a cross section of Crestar
constituencies; conducting a comprehensive study of board governance practices
of similarly-situated corporations and recommending adoption of Crestar
corporate governance guidelines as appropriate; monitoring effectiveness of such
guidelines and implementing modification as needed; and establishing and
implementing a nomination process to identify and recommend Board nominees as
appropriate.

3.6 Area Boards. The Board of Directors or the Chairman of the Board or
his or her designee may appoint, from time to time, Area Boards for any one or
more of the Bank's locations, whose members may consist of such persons,
including officers and Directors, as may be deemed proper. Area Boards shall
serve at the pleasure of the Board of Directors or the Chairman of the Board and
their duties shall be those prescribed in the Administrative Regulations as in
effect from time to time.

3.7 Other Committees. The Board of Directors may, by resolution,
establish such other standing committees of the Board as it may deem advisable.
The members, terms and authority of such committees shall be as set forth in the
resolutions. The Chairman of the Board may establish such other special
committees of the Board of Directors as he deems advisable, and may appoint the
members of such committees. Any such committees shall have the authority to
consider, review, advise and recommend to the Chairman of the Board with respect
to such matters as may be referred to it by the Chairman of the Board, but shall
have no authority to act for the Bank except with the prior approval of the
Board of Directors.

Article IV Officers

4.1 Number and Manner of Election or Appointment. The officers of the
Bank shall be:

(a) The Chairman of the Board, the President, a Corporate Secretary, a
Treasurer, an Auditor, one or more Regional Presidents, and one or more
Corporate Executive Vice Presidents, each of whom shall be elected by the Board.

(b) Such other officers as the Chairman of the Board or President may
deem necessary, each of whom shall be appointed by the Chairman of the Board or
President or their designees. One person may hold more than one office except
that the offices of the President and Corporate Secretary may not be held by the
same person.

4.2 Term of Office. The officers designated in Section 4.1(a) shall be
elected annually by the Board at its organizational meeting. Such officers shall
each hold office until the next organizational meeting of the Board or until
their successors are elected. The officers designated in Section 4.1(b) may be
appointed at any time by the Chairman of the Board of the President or their
designees.

4.3 Removal. Any officer may be removed from office, with or without
cause, at any time, by the Board of Directors. Any officer appointed by the
Chairman of the Board or the President or their designees may be removed from
office by any of such appointing officers with or without cause at any time.

4.4 Resignations. Any officer may resign at any time by giving written
notice to the Board, Human Resources & Compensation Committee, Chairman of the
Board, President, or the Corporate Secretary. Such resignation shall be
effective on the date of receipt of such notice or any later date specified
therein, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

4.5 Vacancies, New Offices and Promotions. A vacancy from any cause in
any office may be filled at any time for the unexpired portion of the term, in
the manner prescribed in these Bylaws for regular election or appointment to
such office. New offices may be created and filled, and the promotions and
changes in officers' titles may be made at any time in the manner prescribed in
these Bylaws for regular election or appointment to such office.

4.6 Chairman of the Board. The Chairman of the Board shall be the Chief
Executive Officer and shall have general supervision of the policies and
operations of the Bank, subject to the direction and control of the Board. He or
she shall preside at all meetings of the stockholders, the Board of Directors
and the Executive Committee. He shall be responsible for extending lines of
credit and other loan commitments, for making loans and for discounting
acceptable trade paper. All such extensions of credit shall be based on
acceptable credit risk. Subject to his executive authority and control, the
Chairman of the Board may delegate specific loan authority to officers and
employees of the Bank. The Chairman shall have the power to sign checks, orders,
contracts, leases, notes, drafts and other documents and instruments in
connection with the business of the Bank, and have such other powers and perform
such other duties as shall be designated by the Board of Directors or as may be
incidental to his or her office.

4.7 President. The President shall participate in the supervision of the
policies and management of the Bank, and may, if so designated by the Board of
Directors, be the chief operating officer of the Bank. He or she shall perform
all duties incidental to the office of President and shall perform such other
duties as may be assigned to him or her from time to time by the Board of
Directors or the Chairman of the Board. In the absence of the Chairman of the
Board, he or she shall preside at meetings of stockholders, the Board of
Directors and the Executive Committee. The President shall have the same power
to sign for the Bank and to appoint officers as prescribed in these Bylaws for
the Chairman of the Board.

4.8 Corporate Secretary. The Corporate Secretary shall: a) keep the
minutes of all meetings of the Stockholders, the Board of Directors, the
Executive Committee, and such other Committees as the Board may designate; b)
see that all notices of such meetings are given in accordance with these Bylaws
or as required by law; c) be custodian of the corporate records and of the seal
of the Bank and have authority to affix the seal to any documents requiring such
seal and to attest the same; d) sign, with the Chief Executive Officer,
certificates for shares of the Bank, the issuance of which shall have been
authorized by resolution of the Board of Directors; and e) in general perform
all duties incident to the office of Corporate Secretary and such other duties
as from time to time may be assigned to him or her by the Board of Directors or
the Chief Executive Officer. In the absence of the Corporate Secretary, an
Assistant Corporate Secretary shall act in his or her stead. The Corporate
Secretary or Assistant Corporate Secretary may designate one or more officers of
the Corporation to act as Attesting Corporate Secretary for the sole purpose of
attesting to another officer's signature and affixing the seal of the
Corporation.

4.9 Treasurer. The Treasurer shall perform such duties with respect to
securities and funds of the Bank as may be prescribed by the Board of Directors
or the Chief Executive Officer, and such other duties as may be incidental to
the office of Treasurer.

4.10 Auditor. The Auditor shall have general supervision over the
internal audit of the Bank and its subsidiaries. He or she shall be responsible
to the Board of Directors, through the Audit Committee, for independently
evaluating the adequacy, effectiveness, and efficiency of the Bank's systems of
internal control and of employee compliance therewith. The Auditor shall have
the duty of reporting his findings and recommendations to the Audit Committee at
least quarterly on any matters concerning the Bank, except those with respect to
credit quality, responsibility for which has been vested in the officer in
charge of credit administration. Should the Auditor deem any matter to be of
special importance or his or her independence to be in jeopardy, he or she shall
report immediately to the Chairman of the Audit Committee or, in his or her
absence, any member of the Committee. The Auditor shall have such other duties
and perform such special audits and examinations as may be prescribed from time
to time by the Audit Committee or the Board of Directors. For ministerial
purposes, the Auditor shall be accountable to the Chief Financial Officer, and
for substantive purposes he or she shall be accountable to the Chief Executive
Officer.

4.11 Powers and Duties of Other Officers. The powers and duties of all
other officers of the Bank shall be those usually pertaining to their respective
offices, subject to the direction and control of the Board of Directors and as
otherwise provided in these Bylaws, or as prescribed by the Chief Executive
Officer.

Article V Capital Stock

5.1 Certificates. The shares of capital stock of the Bank shall be
evidenced by certificates in forms prescribed by the Board of Directors and
executed in any manner permitted by law and stating thereon the information
required by law. Transfer agents and/or registrars for one or more classes of
the stock of the Bank may be appointed by the Board of Directors and may be
required to countersign certificates representing stock of such class or
classes. If any officer whose signature or facsimile thereof shall have been
used on a stock certificate shall for any reason cease to be an officer of the
Bank and such certificate shall not then have been delivered by the Bank, the
Board of Directors may nevertheless adopt such certificate and it may then be
issued and delivered as though such person had not ceased to be an officer of
the Bank.

5.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of
the Bank shall immediately notify the Bank of any loss, destruction or
mutilation of the certificate therefor, and the Board of Directors or the
Executive Committee may cause one or more new certificates for the same number
of shares in the aggregate to be issued to such stockholder upon the surrender
of the mutilated certificate or upon satisfactory proof of such loss or
destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

5.3 Transfer of Stock. The stock of the Bank shall be transferable or
assignable only on the Books of the Bank by the holders in person or by attorney
on surrender of the Certificate for such shares duly endorsed and, if sought to
be transferred by attorney, accompanied by a written power of attorney to have
the same transferred on the books of the Bank. The Bank shall recognize,
however, the exclusive right of the person registered on its books as the owner
of shares to receive dividends and to vote as such owner.

5.4 Closing of Transfer Books and Fixing Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors may provide, that the stock transfer
books shall be closed for a stated period but not to exceed in any case, seventy
days. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more than seventy days prior to
the date on which the particular action, requiring such determination of
stockholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice or
to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notices of the meeting are mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of the stockholders has been made as provided in this
section such determination shall apply to any adjournment thereof.

Article VI Emergency Bylaws

6.1 Effect. The Emergency Bylaws provided in this Article VII shall be
operative during any emergency resulting from an attack of the United States or
any nuclear or atomic disaster, notwithstanding any different provision in the
preceding articles of the Bylaws or in the Articles of Incorporation of the Bank
or in the Virginia Stock Corporation Act (other than those provisions relating
to emergency Bylaws). To the extent not inconsistent with these Emergency
Bylaws, the Bylaws provided in the preceding articles shall remain in effect
during such emergency and upon the termination of such emergency the Emergency
Bylaws shall cease to be operative unless and until another such emergency shall
occur.

6.2 Meetings During Emergency.

(a) Any meeting of the Board of Directors may be called by any officer
of the Bank or by any Director. The notice thereof shall specify the time and
place of the meeting. To the extent feasible, notice shall be given only to such
of the Directors as it may be feasible to reach at the time, by such means as
may be feasible at the time, including publication or radio, and at a time less
than twentyfour hours before the meeting if deemed necessary by the person
giving notice. Notice shall be similarly given, to the extent feasible, to the
other persons referred to in (b) below,

(b) At any meeting of the Board of Directors, a quorum shall consist of
a majority of the number of Directors fixed at the time in accordance with
Article II of the Bylaws. If the Directors present at any particular meeting
shall be fewer than the number required for such quorum, other persons present
may be included in the number necessary to make up such quorum, and shall be
deemed Directors for such particular meeting as determined by the following
provisions and in the following order of priority: (i) Officers designated in
Section 4.1(a) of the Bylaws, Group Executive Vice Presidents and Executive Vice
Presidents, in the order of their seniority of first election to their present
offices, or if two or more shall have been first elected to such offices on the
same day, in the order of their seniority in age; (ii) All other officers of the
Bank in the order of their seniority of first election to such offices, or if
two or more shall have been first elected to such offices on the same day, in
the order of their seniority in age; and (iii) Any other persons that are
designated on a list that shall have been approved by the Board of Directors
before the emergency, such persons to be taken in such order of priority and
subject to such conditions as may be provided in the resolution approving the
list.

6.3 Officer Successorship. The Board of Directors, during as well as
before any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the Bank shall for any reason be rendered incapable of discharging
their duties.

6.4 Principal Office. The Board of Directors, during as well as before
any such emergency, may provide, and from time to time change, the principal
office, or designate several alternative offices, or authorize the officers to
do so.

6.5. Liability. No officer, Director or employee acting in accordance
with these Emergency Bylaws shall be liable except for willful misconduct.

6.6 Amendments. These Emergency Bylaws shall be subject to repeal or
change by further action of the Board of Directors or by action of the
stockholders, except that no such repeal or change shall modify the provisions
of the next preceding paragraph with regard to action or inaction prior to the
time of such repeal or change. Any such amendment of these Emergency Bylaws may
make any further or different provision that may be practical and necessary for
the circumstances of the emergency.

Article VII
Indemnification Of Directors And
Officers

7.1 Extent of Indemnification.

(a) To the full extent that the Virginia Stock Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors or officers, a Director or officer of
the Bank shall not be liable to the Bank or its stockholders for monetary
damages.

(b) To the full extent permitted and in the manner prescribed by the
Virginia Stock Bank Act and any other applicable law, the Bank shall indemnify a
Director or officer of the Bank who is or was a party to any proceeding by
reason of the fact that he or she is or was such a Director or officer or is or
was serving at the request of the Bank as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. The Board of Directors is hereby empowered, by majority
vote of a quorum of disinterested Directors, to contract in advance to indemnify
any Director or officer.

(c) The Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested Directors, to cause the Bank to indemnify or contract in
advance to indemnify any person not specified in Section B of this Article who
was or is a party to any proceeding, by reason of the fact that he is or was an
employee or agent of the Bank, or is or was serving at the request of the Bank
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, to the same
extent as if such person were specified as one to whom indemnification is
granted in Section 7.1(b).

7.2 Insurance.. The Bank may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability assumed by it in
accordance with this Article and may also procure insurance, in such amounts as
the Board of Directors may determine, on behalf of any person who is or was a
Director, officer, employee or agent of the Bank, or is or was serving at the
request of the Bank as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by such person in
any such capacity or arising from his status as such, whether or not the Bank
would have power to indemnify him or her against such liability under the
provisions of this Article.

7.3 Change in Board Composition. In the event there has been a change in
the composition of a majority of the Board of Directors after the date of the
alleged act or omission with respect to which indemnification is claimed, any
determination as to indemnification and advancement of expenses with respect to
any claim for indemnification made pursuant to Section 7.1(a) of this Article
shall be made by special legal counsel agreed upon by the Board of Directors and
the proposed indemnitee. If the Board of Directors and the proposed indemnitee
are unable to agree upon such special legal counsel, the Board of Directors and
the proposed indemnitee each shall select a nominee, and the nominees shall
select such special legal counsel.

7.4 Miscellaneous. The provisions of this Article shall be applicable to
all actions, claims, suits or proceedings commenced after the adoption hereof,
whether arising from any action taken or failure to act before or after such
adoption. No amendment, modification or repeal of this Article shall diminish
the rights provided hereby or diminish the right to indemnification with respect
to any claim, issue or matter in any then pending or subsequent proceeding that
is based in any material respect on any alleged action or failure to act prior
to such amendment, modification or repeal. Reference herein to Directors,
officers, employees or agents shall include Area Board Directors, former
Directors, officers, employees and agents and their respective heirs, executors
and administrators.

Article VIII Miscellaneous Provisions

8.1 Seal. The corporate seal of the Bank shall consist of a flatface
circular die, on which there shall be engraved the Crestar logogram and the name
of the Bank. Any officer of the Bank designated in writing by the Chief
Executive Officer, the President, the Corporate Secretary the Assistant
Corporate Secretary or any Attesting Corporate Secretary shall have authority to
affix and attest the seal. Failure to use the corporate seal shall not affect
the validity of any instrument.

8.2 Voting of Stock Held. Unless otherwise provided by resolution of the
Board of Directors or of the Executive Committee, the Chairman of the Board, the
President, or any Executive or Senior Vice President may from time to time
appoint an attorney or attorneys or agent or agents of this Bank, in the name
and on behalf of this Bank, to cast the vote which this Bank may be entitled to
cast as a stockholder or otherwise in any other corporation, any of whose stock
or securities may be held by this Bank, at meetings of the holders of the stock
or other securities of such other corporation, or to consent in writing to any
action by any such other corporation. Such officer shall instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent and may execute or cause to be executed on behalf of this Bank such
written proxies, consents, waivers or other instruments as may be necessary or
proper. In lieu of an appointment of an attorney or agent, the officer may
himself attend any meetings of the holders of stock of other securities of any
such other corporation and there vote or exercise any or all power of this Bank
as the holder of such stock or other securities of such other corporation.

8.3 Fiscal Year. The fiscal year of the Bank shall be the calendar year.

8.4 Control Share Acquisitions. Article 14.1 (Control Share
Acquisitions) of Chapter 9 of Title 13.1 (Virginia Stock Corporation Act) of the
Code of Virginia (1950), as amended from time to time, does not apply to
acquisitions of shares of the Corporation.

8.5. Amendments. These Bylaws may be amended, altered, or repealed at
any meeting of the Board of Directors by affirmative vote of a majority of the
number of Directors fixed at the time in accordance with Article II of these
Bylaws. The stockholders entitled to vote in an election of Directors, however,
shall have the power to rescind, alter, amend or repeal any Bylaws and to enact
Bylaws which, if expressly so provided, may not be amended, altered or repealed
by the Board of Directors.

APPENDIX Administrative Regulation I
Sale, Purchase And Pledge Or Deposit Of Securities Owned By The Bank

1.1 Sale, Purchase and Pledge or Deposit of Securities. The President,
the Executive Vice President - Investment Bank, the Managing Director
Asset/Liability Management Division, the Managing Director - Funds Management
Division, or such other officers of the Asset/Liability Management Division or
the Funds Management Division as any of the foregoing may designate in writing
(which designation shall be filed with the Corporate Secretary) are authorized
and empowered in its behalf at any time and from to time:

(a) To sell, assign, loan, sell under agreement to repurchase, transfer,
and deliver any and all securities of any description now or at any time
hereafter belonging to the Bank in its own right, or which the Bank is or shall
be authorized and empowered to sell, assign, or transfer as attorney for the
owners or holders thereof.

(b) To make any pledge or deposit of any of the bonds, notes,
obligations or any other securities belonging to the Bank (including any
receipts issued by any other banking institution evidencing the deposit by the
Bank of any of its securities with any other banking institution as custodian)
including without limitation the pledge or deposit with the Treasurer of the
United States, or any other public official or public authority, national, state
or local, for the purpose of securing (i) borrowings from the Federal Reserve
Bank, (ii) deposits for which security is or may be required or permitted by law
at any time to be given, (iii) sureties on surety bonds furnished to secure such
deposits, or (iv) deposits made, whether time or demand, by the Bank as sole or
joint fiduciary of any character. Any officer authorized hereunder to make such
pledges or deposits shall have power to make any endorsement, transfer or
assignment of any such securities, to make substitutions and withdrawals
thereof, and to designate the person or persons to whom on behalf of the Bank
any such securities so withdrawn may be delivered.

(c) To purchase, borrow, or purchase under agreement to resell for the
account of the Bank in its own right such bonds, stocks or other securities as
may be permitted by law. (d) To do any act and to execute and acknowledge any
document necessary to the exercise of the powers hereby granted and to appoint
attorneys-in-fact to do such acts and execute such documents.

Administrative Regulation II
Exercise Of Fiduciary Powers

2.1 Certification, Authentication, etc., of Securities and Documents.
Any officer or employee of the Trust Group who may be designated from time to
time in writing (which designation shall be filed with the Corporate Secretary)
by either the President, the Executive Vice President for Trusts, any Senior
Vice President, or Vice President in the Trust Group, to act as Special
Corporate Assistant shall have the authority to authenticate or certify, on
behalf of the Bank, any bonds, certificates, or other documents necessary or
proper for the Bank to certify in its capacity as Trustee under any mortgage,
deed of trust or other instrument, and to sign or countersign in the name of the
Bank

(a) as Transfer Agent or Registrar the certificates for the capital
stock or the bonds or other securities of any corporation for which the Bank may
be at any time Transfer Agent or Co-Transfer Agent, or Registrar or
Co-Registrar, respectively, and

(b) as Depositary the receipts for any securities deposited with the
Bank under any agreement under which it may at any time be Depositary; and any
of said officers or employees authenticating, certifying, signing or
countersigning any of such bonds, certificates, stocks, securities, receipts and
documents on behalf of the Bank may do so under the title or style of
"Authorized Officer" or "Authorized Signature."

2.2 Qualification as Fiduciary. In all cases where the Bank shall be
appointed to act as Trustee, Executor, Administrator (with or without will
annexed), Curator, Guardian, Committee, Receiver, Special Commissioner, or in
any other lawful fiduciary capacity, any one of the following officers, namely:
The President, the Executive Vice President for Trusts, or any officer of the
Trust Group is authorized to take on behalf of the Bank any oath, and to execute
any bond required to be taken or executed, upon the Bank's qualifying to act in
such fiduciary capacity.

2.3 Acceptance of Trusts. The President, the Executive Vice President
for Trusts, or any officer in the Trust Group may accept on behalf of the Bank
any trust and sign his name to any instrument evidencing such acceptance and
acknowledge and deliver the same.

2.4 Purchase and Sales of Securities. Any of the following officers of
the Bank, namely: The President, the Executive Vice President for Trusts, or any
officer in the Trust Group, is authorized in the exercise of powers conferred
upon the Bank as fiduciary or agent, to buy, sell, assign, transfer and deliver
any bonds, stocks and other securities of every description, standing in the
name of this Bank as either sole or joint fiduciary, or in the name of any ward
for whom it is either sole guardian or co-guardian, or of any decedent for whom
it is either the sole personal representative or one of the personal
representatives, or which may be held by it in any fiduciary or representative
capacity whatsoever, either solely or in conjunction with some other person or
persons, whether registered or otherwise (and to exchange registered for bearer
or bearer for registered securities), and any such officer so authorized shall
have authority to appoint one or more attorneys for that purpose and to execute
and deliver on behalf of the Bank all necessary and proper instruments for the
purpose of effectuating the powers hereby conferred.

2.5 Deposit of Securities Under Plans of Reorganizations, etc. Any of
the following officers of the Bank, namely: The President, the Executive Vice
President for Trusts, or any officer in the Trust Group may deposit or authorize
the deposit of the securities referred to in paragraph 2.4 with any Committee or
Depository under any plan of reorganization, consolidation, merger or
readjustment of any individual, corporation, firm or association, and may
approve any such plan, and may execute in the name of the Bank in its
appropriate fiduciary or representative capacity and deliver on its behalf any
protective committee agreement for any of the above mentioned purposes.

2.6 Sales and Leases of Real Estate and Tangible Personal Property:
Foreclosure and Extension of Mortgages. Any of the following officers of the
Bank, namely: The President, the Executive Vice President for Trusts, or any
officer of the Trust Group, in the exercise of powers conferred upon the Bank as
fiduciary or agent are authorized (i) to sell, exchange or lease any real estate
or tangible personal property or any interest therein, which the Bank may hold
in any fiduciary or representative capacity, (ii) to grant options for purchase
thereof, (iii) to cause the foreclosure of any deed of trust or mortgage held by
the Bank in any such fiduciary or representative capacity, or (iv) to consent to
the extension of the maturity of any such deed of trust or mortgage.

2.7 All Acts Done Under the Foregoing Paragraphs numbered 2.2, 2.3, 2.4,
2.5 and 2.6 shall be reported to the Trust Administrative Committees, as may be
appropriate, provided that no action then taken by the Committees shall affect
the rights of third parties.

2.8 Voting Stock and Other Securities. The President, the Executive Vice
President for Trusts, or any officer of the Trust Group shall have the power and
authority to attend any meeting of the stockholders or security holders of any
corporation in which this Bank, as fiduciary or agent, is a stockholder or
security holder, and vote on behalf of this Bank any such stock or securities;
and any of them is hereby authorized and empowered to designate, in writing, any
person or persons as proxy, with power of substitution, to attend and vote at
such meeting such stock or securities on behalf of this Bank; provided, however,
that such proxy shall be empowered by such writing to vote only on the matters
and questions in the manner and to the effect therein specified.

Administrative Regulation III
Borrowing Money,Rediscounts Of Bills And Notes, Buying Or Selling Funds

3.1 Borrowed Money, Security Therefor and Rediscounts. Transactions with
the Federal Reserve Bank, or with any other bank in the nature of borrowings,
pledges or rediscounts by the Bank shall be by the President, the Executive Vice
President - Investment Bank, the Managing Director - Asset/Liability Management
Division, the Managing Director - Funds Management Division, or such other
officers of the Asset/Liability Management Division or the Funds Management
Division as any of the foregoing may designate in writing (which designation
shall be filed with the Corporate Secretary), and any of such officers is
severally authorized in the Bank's behalf at any time and from time to time:

(a) To borrow money for any temporary purpose and on such terms and for
such periods as he may deem wise;

(b) To pledge as security for the sums so borrowed, sell under
repurchase agreement, any and all securities, bills or notes, of every
description belonging to the Bank in its own right, including receipts of any
other banking institution evidencing deposit with it of any securities, bills or
notes, belonging to the Bank; or (c) To rediscount any bills or notes belonging
to the Bank in its own right.

3.2 Purchase and Sale of Surplus Funds. The President, the Executive
Vice President - Investment Bank, the Managing Director Asset/Liability
Management Division, the Managing Director - Funds Management Division, or such
other officers of the Asset/Liability Management Division or the Funds
Management Division as any of them may designate in writing (which designation
shall be filed with the Corporate Secretary), are authorized to purchase or sell
surplus funds.

Administrative Regulation IV
Sales And Leases Of Property

4.1 Sales and Leases of Bank-Owned Real Estate and Associated Personal
Property. The President, any officer at the level of Vice President or above in
the Real Estate Division and in the Collections and Foreclosures Division of
Crestar Mortgage Corporation (and who is also a Vice President or above of the
Bank), any managing officer or Senior Vice President of any Special Assets or
loan workout unit, and any Senior Vice President in the Real Estate Finance
Group, are authorized (I) to sell, exchange or lease any Bank-owned real estate
and any associated personal property or any interest therein, (ii) to grant
options for the purchase thereof, and (iii) to do any act and to execute,
acknowledge and deliver any deed, contract and other document necessary or
desirable in connection therewith.

4.2 Release of Encumbrances. Any release, termination statement, or
satisfaction of judgment required by the Bank shall be executed by any officer
of the Bank or by an attorney-in-fact appointed by an officer of the Bank for
the purpose. Whenever the Bank may be lawfully required to consent to the
release of the lien of any deed of trust, its consent may be evidenced by the
execution of such deed of release or any other document on behalf of the Bank by
any officer of the Bank.

Administrative Regulation V
Checks, Drafts, Orders, Etc.

5.1 Bank - Except Trust. All checks, drafts or orders of the Bank for
the payment of money, whether directed to itself or to others (except those
drawn on trust funds), shall be executed or signed on behalf of the Bank by any
officer or, if authorized to sign by any officer (other than a member of the
Trust Group) who is a Division Head, Senior Vice President or above, by any
employee of the Bank, with a copy of such authorization filed with the Corporate
Controller.

5.2 Trust Group. All checks, drafts or orders of the Trust Group for the
payment of money, whether directed to itself or others, shall be executed or
signed on behalf of the Bank by any officer or employee of the Trust Group who
may be authorized so to sign by any officer of the Trust Group who is Senior
Vice President or above, with a copy of such authorization filed with the
corporate Controller. Administrative Regulation VI Signature Guarantee,
Confirmations, Etc.

6.1 Signature Guarantee. Any officer of the Bank, or any employee of the
Bank who may be designated in writing (which designation shall be filed with the
Corporate Secretary) by the Chairman of the Board, the President, any Executive
Vice President, any Senior Vice President or Division Head, shall have the
authority to guarantee, on behalf of the Bank, the signature of a bank customer
or other person on any stock certificate, bond, note, or other security,
provided that such officer or employee shall know personally:

1. The person signing.
2. That the signature is genuine.
3. That the signer is an appropriate person to endorse or sign.
4. That the signer has legal capacity to sign. Any such officer or
employee guaranteeing any such signature may do so under the style of
"Authorized Officer" or "Authorized Signature".

6.2 Confirmations. The General Auditor or any Vice President Audit is
authorized to certify in the name of, or on behalf of, the Bank in its own right
or in a fiduciary or representative capacity, as to the accuracy and
completeness of any account, schedule of assets, instrument or paper requiring
such certification.

Administrative Regulation VII
Responsibilities Of AreaBoards

7.1 Responsibilities of Area Boards. The Area Boards, as provided by
Section 3.7 of the Bylaws, shall, jointly with senior management, assist in the
direction of one or more of the Bank's offices by: 1) selecting and evaluating
the performance of local executive officers, 2) ensuring the adoption of
challenging goals and marketing policies, 3) ensuring a reasonable return on
allocated capital, 4) ensuring a level of profitability that provides for
balanced growth, responsiveness to the credit needs of the community, and high
standards of integrity for all personnel, 5) ensuring an appropriate commitment
of the Bank to a significant role in the local community, 6) ensuring
conformance to applicable statutes & regulations, 7) ensuring a reporting system
that adequately monitors these objectives, 8) promoting the Bank through the
acquisition of business and by personal example and, 9) providing an outside
perspective as a constructive critic and loyal friend.

Administrative Regulation VIII
Deposit And Security Accounts

8.1 Deposit Accounts. The President, the Executive Vice President
Investment Bank, the Executive Vice President, Controller and Treasurer, the
Managing Director - Asset/Liability Management Division, and the Managing
Director - Funds Management Division are individually authorized and empowered
to open and maintain in the name of the Bank one or more deposit accounts at
other financial institutions. The aforementioned officers shall designate the
personnel authorized to sign for and transact business in such accounts and may
agree to any terms governing such accounts. Any resolutions required of the Bank
in connection with such accounts may be certified by the Corporate Secretary as
if specifically adopted by the Board of Directors.

8.2 Securities Accounts. The President, the Executive Vice President
Investment Bank, the Managing Director - Asset/Liability Management Division,
and the Managing Director - Funds Management Division are individually
authorized and empowered to open and maintain in the name of the Bank one or
more securities accounts for the purpose of purchasing, selling, reselling,
borrowing, lending, and otherwise dealing in money market instruments and
securities of any and every kind, including agreements or contracts for their
repurchase or future delivery, with banks, brokers, dealers, securities firms,
or other organizations, and to issue written, telephonic, facsimile, or verbal
orders or instructions for transactions to be carried out in such accounts. The
aforementioned officers shall designate the personnel authorized to sign for and
transact business in such accounts and may agree to any terms governing such
accounts. Any resolutions required of this Bank in connection with such accounts
may be certified by the Corporate Secretary as if specifically adopted by the
Board of Directors.