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Independent Auditor's Report
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KPMG Peat Marwick LLP
Certified Public Accountants

Suite 1900
1021 East Cary Street
Richmond, Virginia 23219-4023

The Board of Directors and Shareholders
Central Fidelity Banks, Inc.:

     We have audited the consolidated balance sheet of Central Fidelity Banks,
Inc. and subsidiaries (the "Company") as of December 31, 1996, and the related
consolidated statements of income, cash flows and changes in  shareholders'
equity for  the years ended December 31, 1996 and 1995 (not presented separately
herein). These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial positions of Central
Fidelity Banks, Inc. and subsidiaries as of December 31, 1996, and the results
of their operations and their cash flows for the years ended December 31, 1996
and 1995 in conformity with generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

January 15, 1997