CENTRAL FIDELITY BANKS INC, S-3, 1994-08-31

CENTRAL FIDELITY BANKS INC
S-3, 1994-08-31
NATIONAL COMMERCIAL BANKS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1994
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENTRAL FIDELITY BANKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

VIRGINIA 54-1091649
(STATE OR OTHER OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NUMBER)
JURISDICTION OF INCORPORATION

1021 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 782-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WILLIAM N. STOYKO, ESQ.
CORPORATE EXECUTIVE OFFICER AND SECRETARY
CENTRAL FIDELITY BANKS, INC.
1021 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 697-7145
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:

WILLIAM H. SCHWARZSCHILD, III, ESQ. ROBERT H. CRAFT, JR., ESQ.
ROBERT E. SPICER, JR., ESQ. SULLIVAN & CROMWELL
WILLIAMS, MULLEN, CHRISTIAN & DOBBINS 1701 PENNSYLVANIA AVENUE, N.W.
1021 EAST CARY STREET, 16TH FLOOR WASHINGTON, D.C. 20006
RICHMOND, VIRGINIA 23219 (202) 956-7500
(804) 643-1991

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>

PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities, Preferred Stock and
Common Stock(1)................... $500,000,000(2) (3) $500,000,000 $172,415(4)

(1) Each share of Common Stock of the Registrant includes one right to purchase
Series A Junior Participating Preferred Stock. Prior to the occurrence of
certain events, such right will not be exercisable or evidenced separately
from the Common Stock.
(2) There are being registered hereunder an indeterminate principal amount of
Debt Securities and an indeterminate number of shares of Preferred Stock and
Common Stock of the Registrant as may be sold, from time to time, by the
Registrant up to an aggregate principal amount and initial public offering
price of $500,000,000. There are also being registered hereunder an
indeterminate number of shares of Common Stock of the Registrant as shall be
issuable upon conversion of convertible Debt Securities or of shares of
convertible Preferred Stock registered hereby.
(3) The proposed maximum offering price per unit will be determined, from time
to time, by the Registrant in connection with the issuance by the Registrant
of the securities registered hereunder.
(4) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 31, 1994 [LOGO]

$500,000,000
CENTRAL FIDELITY BANKS, INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK

Central Fidelity Banks, Inc. ("Central Fidelity" or the "Corporation") may
offer from time to time (i) debt securities of the Corporation (the "Debt
Securities"), consisting of debentures, notes or other unsecured evidences of
indebtedness, which may be senior (the "Senior Debt Securities") or subordinated
(the "Subordinated Debt Securities"), and which may be convertible, at the
option of the holder, into common stock of the Corporation, (ii) shares of
preferred stock, consisting of Preferred Stock, par value $100.00 per share, and
1983 Preferred Stock, par value $25.00 per share, of the Corporation (together,
the "Preferred Stock"), which may be convertible, at the option of the holder,
into common stock of the Corporation, or (iii) common stock, par value $5.00 per
share, of the Corporation (the "Common Stock"), at prices and on terms to be
determined at the time of sale. The Debt Securities, Preferred Stock and Common
Stock are collectively referred to herein as the "Securities". The Debt
Securities will be unsecured obligations of the Corporation. The Senior Debt
Securities will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Corporation, and the Subordinated Debt Securities will be
subordinated as described herein under "Description of Debt
Securities -- Subordination". The Debt Securities, Preferred Stock and Common
Stock may be offered, separately or together, in separate series, up to an
aggregate principal amount and initial offering price of $500,000,000, at prices
and on terms to be set forth in a Prospectus Supplement.
The accompanying Prospectus Supplement sets forth with regard to the
particular Securities in respect of which this Prospectus is being delivered (i)
in the case of Debt Securities, such terms as, including but not limited to,
maturity, any subordination, redemption, conversion or rate of interest (which
may be fixed or floating), time of payment of any interest, principal amount,
the initial public offering price, any restrictive covenants and the terms of
the offering thereof, (ii) in the case of Preferred Stock, such terms as,
including but not limited to, the series designation, number of shares to be
issued, any dividend, liquidation, redemption, conversion, voting or other
rights, the initial public offering price and the terms of the offering thereof,
and (iii) in the case of Common Stock, the number of shares to be issued, the
initial public offering price and the terms of the offering thereof.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"CFBS". The Prospectus Supplement will also contain information, where
applicable, as to any listing on a securities exchange or approval for quotation
in the over-the-counter market of the Securities covered by such Prospectus
Supplement.
The Corporation may sell Securities to or through underwriters acting as
principals for their own account or as agents, and also may sell Securities
directly to other purchasers or through agents designated from time to time. The
accompanying Prospectus Supplement sets forth the names of any underwriters or
agents involved in the sale of the Securities in respect of which this
Prospectus is being delivered, the amounts of Securities, if any, to be
purchased by underwriters and the compensation, if any, of such underwriters or
agents. See "Plan of Distribution".
THE SECURITIES OFFERED HEREBY (I) ARE NOT GUARANTEED OR INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY, (II) ARE
NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY ANY BANK, INCLUDING ANY
SUBSIDIARY OF THE CORPORATION, AND (III) INVOLVE INVESTMENT RISK, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1994.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.

<PAGE>
AVAILABLE INFORMATION
Central Fidelity is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices of
the Commission, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at regional offices of the Commission at the following locations: 500 West
Madison Street, Chicago, Illinois 60661-2511; and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
This Prospectus constitutes a part of a registration statement on Form S-3
(the "Registration Statement") filed by Central Fidelity with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"). As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain information contained in the Registration Statement. For further
information, reference is hereby made to the Registration Statement and to the
exhibits thereto, which may be inspected and copied in the manner and at the
locations described above. Statements contained herein concerning provisions of
any document filed as an exhibit to the Registration Statement, incorporated by
reference herein or otherwise filed with the Commission are not necessarily
complete, and each such statement is qualified in its entirety by reference to
the copy of such document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by Central
Fidelity are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1993;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994; and
(c) Current Reports on Form 8-K dated March 16, 1994 and August 18, 1994.
All documents filed by Central Fidelity pursuant to Sections 13 (a), 13
(c), 14 and 15 (d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering contemplated hereby shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
CENTRAL FIDELITY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE
(OTHER THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO:
CENTRAL FIDELITY BANKS, INC., P.O. BOX 27602, RICHMOND, VIRGINIA 23261,
ATTENTION: SUSAN L. MISTR, TELEPHONE NUMBER (804) 697-7261.
2

<PAGE>
THE CORPORATION
Central Fidelity, a Virginia corporation headquartered in Richmond,
Virginia, is a bank holding company which traces its origin to 1865. As of June
30, 1994, Central Fidelity had assets of $9.6 billion, deposits of $6.7 billion,
loans of $5.3 billion and shareholders' equity of $718 million (prior to
adjustment as required by Statement of Financial Accounting Standards No. 115).
Based on total assets as of that date, Central Fidelity was the third largest
bank holding company headquartered in Virginia.
Central Fidelity serves only Virginia markets, primarily through its
wholly-owned banking subsidiary Central Fidelity National Bank, a national
banking association (the "Bank"). The Bank operates through a statewide network
of 230 branch offices and 195 automated teller machines located in five regions:
Eastern Region, including Norfolk and the Hampton Roads area; Capital Region,
including the Richmond area; Northern Region, including Fredericksburg and
northern Virginia; Southwestern Region, including Roanoke and southwestern
Virginia; and Western Region, including Lynchburg, Charlottesville and
Harrisonburg.
Central Fidelity provides a wide range of banking and related financial
services to a broad customer base of individuals, corporations, institutions and
governments located primarily in Virginia. In addition to accepting funds for
deposits and making loans, the Bank offers credit cards, investment services,
cash management services and international banking services, and makes available
annuities and mutual fund products. Through the Bank's Financial Services Group,
Central Fidelity generates additional non-interest income by sales of trust and
fiduciary services.
At June 30, 1994, the Bank's loan portfolio was approximately 60% retail,
including residential mortgages, and 40% commercial. Central Fidelity places
particular emphasis on retail and middle market business customers.
At year end 1993, Central Fidelity completed its 19th consecutive year of
increased earnings. Central Fidelity strives to provide superior customer
service and satisfaction through highly trained professionals. Senior management
has an average of 16 years of service with the Corporation and an average age of
49.
The Corporation's executive offices are located at 1021 East Cary Street,
Richmond, Virginia 23219. Its mailing address is P.O. Box 27602, Richmond,
Virginia 23261, and its telephone number is (804)782-4000.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated. Earnings are comprised of income before federal income
taxes plus fixed charges. Fixed charges include interest expense (including the
interest factor of capitalized leases and amortization of deferred debt expense)
plus the portion of rental payments under operating leases deemed to be
interest. There were no shares of Preferred Stock outstanding during any of the
periods below indicated, and therefore, the ratios of earnings to combined fixed
charges and preferred stock dividend requirements are the same as those
presented in the table. Separate ratios are presented based on the inclusion or
exclusion of interest on deposits in the calculation of fixed charges.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
1994 1993 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges:
Excluding interest on deposits............. 3.19x 3.96x 3.72x 3.98x 2.70x 2.21x 2.56x
Including interest on deposits............. 1.58x 1.49x 1.50x 1.38x 1.25x 1.21x 1.24x
</TABLE>

USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, including investments in, or extensions of credit to, the
Bank and other subsidiaries, and to facilitate Central Fidelity's growth or such
other uses as may be set forth in the accompanying Prospectus Supplement.
3

<PAGE>
REGULATORY MATTERS
THE FOLLOWING DISCUSSION SETS FORTH CERTAIN OF THE ELEMENTS OF THE
COMPREHENSIVE REGULATORY FRAMEWORK APPLICABLE TO BANK HOLDING COMPANIES AND
BANKS AND PROVIDES CERTAIN SPECIFIC INFORMATION RELEVANT TO THE CORPORATION AND
ITS SUBSIDIARIES. FEDERAL REGULATION OF FINANCIAL INSTITUTIONS SUCH AS THE
CORPORATION AND ITS SUBSIDIARIES IS INTENDED PRIMARILY FOR THE PROTECTION OF
DEPOSITORS AND THE DEPOSIT INSURANCE FUNDS OF THE FEDERAL DEPOSIT INSURANCE
CORPORATION BANK INSURANCE FUND RATHER THAN SHAREHOLDERS OR OTHER CREDITORS. SEE
ALSO "AVAILABLE INFORMATION" AND "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE".
GENERAL
As a bank holding company, the Corporation is subject to the regulation and
supervision of the Board of Governors of the Federal Reserve System (the
"Federal Reserve") under the Bank Holding Company Act of 1956, as amended (the
"BHCA"). Under the BHCA, bank holding companies may not in general directly or
indirectly acquire the ownership or control of more than 5% of the voting shares
or substantially all of the assets of any company, including a bank, without the
prior approval of the Federal Reserve. The BHCA also restricts the types of
activities in which a bank holding company and its subsidiaries may engage.
Generally, activities are limited to banking and activities found by the Federal
Reserve to be so closely related to banking as to be proper incidents thereto.
In addition, the BHCA generally prohibits the Federal Reserve from
approving an application by a bank holding company to acquire shares of a bank
or bank holding company located outside the acquiror's principal state of
operations unless such an acquisition is specifically authorized by statute in
the state in which the bank or bank holding company whose shares are to be
acquired is located. Virginia has adopted reciprocal interstate banking
legislation permitting (i) Virginia-based bank holding companies to acquire
banks and bank holding companies located in other states and (ii) bank holding
companies located in other states to acquire Virginia banks or bank holding
companies if the laws of such other states permit Virginia bank holding
companies to acquire banks or bank holding companies in such other states.
Legislation is currently pending in Congress that would permit nationwide
acquisitions of banks and bank holding companies and interstate branching by
banks under certain circumstances. The Corporation cannot give any assurances of
whether such legislation will be enacted or, if enacted, what the final form
thereof will be.
The Bank is subject to supervision and examination by applicable federal
and state banking agencies. The Bank is a national banking association subject
to regulation and supervision by the Comptroller of the Currency (the
"Comptroller"). In addition, the Bank's deposits are insured by the Federal
Deposit Insurance Corporation (the "FDIC"). The Bank is subject to various
requirements and restrictions under federal and state law, including
requirements to maintain reserves against deposits, restrictions on the types
and amounts of loans that may be granted and the interest that may be charged
thereon and limitations on the types of investments that may be made, activities
that may be engaged in, and types of services that may be offered. Various
consumer laws and regulations also affect the operations of the Bank. In
addition to the impact of such regulation, commercial banks are affected
significantly by the actions of the Federal Reserve as it attempts to control
the money supply and credit availability in order to influence the economy.
PAYMENT OF DIVIDENDS
The Corporation is a legal entity separate and distinct from its banking
and other subsidiaries. The principal source of cash flow of the Corporation,
including cash flow to pay dividends on its stock or principal (premium, if any)
and interest on debt securities, is dividends from the Bank. There are statutory
and regulatory limitations on the payment of dividends by the Bank to the
Corporation, as well as by the Corporation to its shareholders.
The Bank, as a national bank, is required by federal law to obtain the
prior approval of the Comptroller for the payment of dividends if the total of
all dividends declared by the board of directors of the Bank in any year will
exceed the total of (i) its net profits (as defined and interpreted by
regulation) for that year plus (ii) the retained net profits (as defined and
interpreted by regulation) for the preceding two years, less any required
transfers to surplus. A national bank also can pay dividends only to the extent
that retained net profits (including the portion transferred to surplus) exceed
bad debts (as defined by regulation).
If, in the opinion of the applicable federal bank regulatory authority, a
depository institution or a holding company is engaged in or is about to engage
in an unsafe or unsound practice, such authority may require, after notice and
hearing, that such institution or holding company cease and desist from such
practice. The federal banking agencies have indicated that paying dividends that
deplete a depository institution's or holding company's capital base to an
inadequate level would be
4

<PAGE>
such an unsafe and unsound banking practice. Moreover, the Federal Reserve, the
Comptroller and the FDIC have issued policy statements which provide that bank
holding companies and insured depository institutions generally should only pay
dividends out of current operating earnings.
In addition, under the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA"), an FDIC-insured depository institution may not make
capital distributions (including the payment of dividends) or pay any management
fees to its holding company or pay any dividend if it is undercapitalized or if
such payment would cause it to become undercapitalized. See " -- FDICIA".
At June 30, 1994, under dividend restrictions imposed under applicable
federal and state laws, the Bank, without obtaining regulatory approval, could
declare aggregate dividends of approximately $191 million.
The payment of dividends by the Corporation and the Bank may also be
affected or limited by other factors, such as the requirement to maintain
adequate capital above regulatory guidelines.
TRANSACTIONS WITH AFFILIATES
There are various legal restrictions on the extent to which the Corporation
and its nonbank subsidiaries can borrow or otherwise obtain credit from the
Bank. There are also legal restrictions on the Bank's purchases of or
investments in the securities of and purchases of assets from the Corporation
and its nonbank subsidiaries; the Bank's loans or extensions of credit to third
parties collateralized by the securities or obligations of the Corporation and
its nonbank subsidiaries; the issuance of guarantees, acceptances and letters of
credit on behalf of the Corporation and its nonbank subsidiaries; and certain
bank transactions with, or for the benefit of, the Corporation and its nonbank
subsidiaries. Subject to certain limited exceptions, the Bank (including for
purposes of this paragraph all subsidiaries of the Bank) may not extend credit
to the Corporation or to any other affiliate (other than certain exempted
affiliates) in an amount which exceeds 10% of the Bank's capital stock and
surplus and may not extend credit in the aggregate to such affiliates in an
amount which exceeds 20% of its capital stock and surplus. Further, there are
legal requirements as to the type, amount and quality of collateral which must
secure such extensions of credit by the Bank to the Corporation or to such other
affiliates. Finally, extensions of credit and other transactions between the
Bank and the Corporation or other such affiliates must be on terms and under
circumstances, including credit standards, that are substantially the same or at
least as favorable to the Bank as those prevailing at the time for comparable
transactions with non-affiliated companies.
CAPITAL ADEQUACY
The Federal Reserve has adopted risk-based capital guidelines for bank
holding companies. The minimum guideline for the ratio of total capital ("Total
Capital") to risk-weighted assets (including certain off-balance-sheet items,
such as standby letters of credit) is 8%. At least half of the Total Capital
must be composed of common stock, minority interests in the equity accounts of
consolidated subsidiaries, noncumulative perpetual preferred stock and a limited
amount of cumulative perpetual preferred stock, less goodwill and certain other
intangible assets ("Tier 1 Capital"). The remainder may consist of qualifying
subordinated debt, mandatory convertible securities, other preferred stock and a
limited amount of loan loss reserves. At June 30, 1994, the Corporation's
consolidated Tier 1 Capital and Total Capital ratios were 10.99% and 14.65%,
respectively.
In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and certain other
intangible assets (the "Leverage Ratio"), of 3% for bank holding companies that
meet certain specific criteria, including having the highest regulatory rating.
All other bank holding companies generally are required to maintain a Leverage
Ratio of at least 3%, plus an additional cushion of at least 100 to 200 basis
points. The Corporation's Leverage Ratio at June 30, 1994 was 7.27%. The
guidelines also provide that bank holding companies experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
on intangible assets. Furthermore, the Federal Reserve has indicated that it
will consider a "tangible Tier 1 Capital leverage ratio" (deducting all
intangibles) and other indicia of capital strength in evaluating proposals for
expansion or new activities. At June 30, 1994, the Corporation's tangible Tier 1
Capital leverage ratio was 7.26%.
The Bank is subject to risk-based and leverage capital requirements similar
to those described above adopted by the Comptroller. The Corporation believes
that the Bank was in compliance with applicable minimum capital requirements as
of June 30, 1994. Neither the Corporation nor the Bank has been advised by any
federal banking agency of any specific minimum Leverage Ratio requirement
applicable to it.
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<PAGE>
Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business. See " -- FDICIA".
The federal banking agencies have proposed the adoption of regulations that
would add an additional risk-based capital requirement based upon the amount of
an institution's exposure to interest rate risk.
HOLDING COMPANY STRUCTURE AND SUPPORT OF THE BANK
Because the Corporation is a holding company, its right to participate in
the assets of any subsidiary upon the latter's liquidation or reorganization
will be subject to the prior claims of the subsidiary's creditors (including
depositors in the case of the Bank) except to the extent that the Corporation
may itself be a creditor with recognized claims against the subsidiary. In
addition, depositors of the Bank, and the FDIC as their subrogee, would be
entitled to priority over other creditors in the event of liquidation of a bank
subsidiary.
Under Federal Reserve policy, the Corporation is expected to act as a
source of financial strength to, and to commit resources to support, the Bank
and other subsidiaries. This support may be required at times when, absent such
Federal Reserve policy, the Corporation may not be inclined to provide it. In
addition, any capital loans by a bank holding company to any of its subsidiary
banks are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.
CROSS-GUARANTEE LIABILITY
Under the Federal Deposit Insurance Act (the "FDIA"), a depository
institution insured by the FDIC can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC after August 9, 1989 in
connection with (i) the default of a commonly controlled FDIC-insured depository
institution or (ii) any assistance provided by the FDIC to any commonly
controlled FDIC-insured depository institution "in danger of default". "Default"
is defined generally as the appointment of a conservator or receiver, and "in
danger of default" is defined generally as the existence of certain conditions
indicating that a default is likely to occur in the absence of regulatory
assistance. The FDIC's claim for damages is superior to claims of shareholders
of the insured depository institution or its holding company but is subordinate
to claims of depositors, secured creditors and holders of subordinated debt
(other than affiliates) of the commonly controlled insured depository
institution.
FDICIA
FDICIA, which was enacted on December 19, 1991, substantially revised the
depository institution regulatory and funding provisions of the FDIA and made
revisions to several other federal banking statutes. Among other things, FDICIA
requires the federal banking regulators to take "prompt corrective action" in
respect of FDIC-insured depository institutions that do not meet minimum capital
requirements. FDICIA establishes five capital tiers: "well capitalized",
"adequately capitalized", "undercapitalized", "significantly undercapitalized"
and "critically undercapitalized." Under applicable regulations, an FDIC-insured
depository institution is defined to be well capitalized if it maintains a
Leverage Ratio of at least 5%, a risk-adjusted Tier 1 Capital Ratio of at least
6% and a risk-adjusted Total Capital Ratio of at least 10% and is not subject to
a directive, order or written agreement to meet and maintain specific capital
levels. An insured depository institution is defined to be adequately
capitalized if it meets all of its minimum capital requirements as described
above. An insured depository institution will be considered undercapitalized if
it fails to meet any minimum required measure, significantly undercapitalized if
it has a risk-adjusted Total Capital Ratio of less than 6%, risk-adjusted Tier 1
Capital Ratio of less than 3% or a Leverage Ratio of less than 3% and critically
undercapitalized if it fails to maintain a level of tangible equity equal to at
least 2% of total assets. An insured depository institution may be deemed to be
in a capitalization category that is lower than is indicated by its actual
capital position if it receives an unsatisfactory examination rating.
FDICIA generally prohibits an FDIC-insured depository institution from
making any capital distribution (including payment of dividends) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized insured depository institutions
are subject to restrictions on borrowing from the Federal Reserve System. In
addition, undercapitalized insured depository institutions are subject to growth
limitations and are required to submit capital restoration plans. The depository
institution's holding company must guarantee the capital plan, up to an amount
equal to the lesser of 5% of the depository institution's assets at the time it
becomes undercapitalized or the amount of the capital deficiency when the
institution fails to comply with the plan. The federal banking agencies may not
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accept a capital plan without determining, among other things, that the plan is
based on realistic assumptions and is likely to succeed in restoring the
depository institution's capital. If a depository institution fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized depository institutions are subject to appointment of a
receiver or conservator, generally within 90 days of the date on which they
become critically undercapitalized.
The Corporation believes that at June 30, 1994 the Bank was well
capitalized under the criteria discussed above.
Various other legislation, including proposals to revise the bank
regulatory system and to limit the investments that a depository institution may
make with insured funds, is from time to time introduced in Congress.
BROKERED AND "PASS-THROUGH" DEPOSITS
The FDIC has adopted regulations under FDICIA governing the receipt of
brokered and "pass-through" deposits. Under the regulations, a bank cannot
accept or rollover or renew brokered deposits unless (i) it is well capitalized
or (ii) it is adequately capitalized and receives a waiver from the FDIC. A bank
that cannot receive brokered deposits also cannot offer "pass-through" insurance
on certain employee benefit accounts. Whether or not it has obtained such a
waiver, an adequately capitalized bank may not pay an interest rate on any
deposits in excess of 75 basis points over certain prevailing market rates
specified by regulation. There are no such restrictions on a bank that is well
capitalized. Because it believes that the Bank was well capitalized as of June
30, 1994, the Corporation believes the brokered deposits regulation will have no
present effect on the funding or liquidity of the Bank.
FDIC INSURANCE PREMIUMS
The Bank is required to pay semiannual FDIC deposit insurance assessments.
As required by FDICIA, the FDIC adopted a risk-based premium schedule which has
increased the assessment rates for most FDIC-insured depository institutions.
Under the new schedule, the premiums initially range from $.23 to $.31 for every
$100 of deposits. Each financial institution is assigned to one of three capital
groups -- well capitalized, adequately capitalized or undercapitalized -- and
further assigned to one of three subgroups within a capital group, on the basis
of supervisory evaluations by the institution's primary federal and, if
applicable, state supervisors and other information relevant to the
institution's financial condition and the risk posed to the applicable FDIC
deposit insurance fund. The actual assessment rate applicable to a particular
institution will, therefore, depend in part upon the risk assessment
classification so assigned to the institution by the FDIC.
The FDIC is authorized by federal law to raise insurance premiums in
certain circumstances. Any increase in premiums would have an adverse effect on
the Bank's and the Corporation's earnings.
Under the FDIA, insurance of deposits may be terminated by the FDIC upon a
finding that the institution has engaged in unsafe and unsound practices, is in
an unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by a federal bank
regulatory agency.
DEPOSITOR PREFERENCE
The Omnibus Budget Reconciliation Act of 1993 provides that deposits and
certain claims for administrative expenses and employee compensation against an
insured depositary institution would be afforded a priority over other general
unsecured claims against such an institution, including the Debt Securities, in
the "liquidation or other resolution" of such an institution by any receiver.
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DESCRIPTION OF CAPITAL STOCK
The following summary description of the capital stock of the Corporation
is qualified in its entirety by reference to applicable provisions of Virginia
law and the Corporation's Restated Articles of Incorporation, as amended (the
"Articles"), and By-Laws, which are on file with the Commission and are included
or incorporated by reference as an exhibit to the Registration Statement of
which this Prospectus is a part.
COMMON STOCK
The Corporation is authorized to issue 100,000,000 shares of Common Stock,
par value $5.00 per share, of which 39,147,632 shares were outstanding at June
30, 1994. All of the outstanding shares of Common Stock are fully paid and
nonassessable.
Holders of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors out of funds legally available therefor. See
"Regulatory Matters". In the event of liquidation, holders of Common Stock will
be entitled to receive pro rata any assets distributable to holders of Common
Stock in respect of the number of shares held by them. The dividend and
liquidation rights of holders of Common Stock are subject to the rights of
holders of any Preferred Stock of the Corporation which may be issued and
outstanding. See " -- Preferred Stock".
Holders of Common Stock are entitled to one vote per share on all matters
submitted to shareholders. There are no cumulative voting rights in the election
of directors. Holders of Common Stock have no conversion or redemption rights.
Each share of Common Stock also represents one preferred share purchase right
under the Corporation's Shareholder Rights Plan. See " -- Shareholder Rights
Plan". The Bank is the transfer agent and registrar for the Common Stock.
PREFERRED STOCK
The Corporation is authorized to issue two classes of Preferred Stock:
200,000 shares of Preferred Stock, par value $100.00 per share; and 4,000,000
shares of 1983 Preferred Stock, par value $25.00 per share. No shares of either
class are outstanding.
Under the Corporation's Articles, the Board of Directors, without
shareholder approval, is authorized to issue shares of either class of Preferred
Stock in one or more series and to designate, with respect to each such series
of Preferred Stock: (i) the number of shares in each such series; (ii) the
dividend rates, preferences and date of payment; (iii) whether dividends on any
floating or variable rate series of Preferred Stock shall be cumulative and, if
cumulative, the date or dates from which the same shall be cumulative; (iv) the
extent of participation rights, if any; (v) the terms and conditions of
redemption and the prices at which it may occur; (vi) the sinking fund
provisions, if any, for redemption or purchase of shares; (vii) voluntary and
involuntary liquidation preferences; (viii) the rights, if any, and the terms
and conditions on which shares can be converted into or exchanged for shares of
any other class or series; and (ix) the voting rights, if any, in addition to
such voting rights as are or may be required by law.
The Corporation's Articles also provide that, with respect to any series of
Preferred Stock as to which the Board of Directors of the Corporation shall have
specified a fixed rate of dividend, the holders of any such series of Preferred
Stock shall be entitled to cumulative dividends. No dividends may be declared or
paid on the Common Stock, or on any shares of Preferred Stock which are entitled
to participate with the Common Stock, until full dividends on any outstanding
fixed rate Preferred Stock is paid, or declared and set apart for payment, with
respect to all past dividend periods and any current dividend period. Interest
will not accrue on cumulative dividend arrearages payable on fixed rate
Preferred Stock.
Specific terms of any series of Preferred Stock offered by the applicable
Prospectus Supplement will be established by the Board of Directors of the
Corporation in accordance with the Articles and set forth in a Certificate of
Designation to be described in such Prospectus Supplement. The description of
the Preferred Stock set forth herein and any description of the terms of any
series of Preferred Stock set forth in the applicable Prospectus Supplement is
subject to and qualified in its entirety by reference to the Corporation's
Articles and the Certificate of Designation for such series.
The Board of Directors may authorize the issuance of one or more series of
Preferred Stock of either class which may have voting and conversion rights
which could adversely affect the voting power of the holders of Common Stock.
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The Board of Directors has authorized and initially reserved 200,000 shares
of Series A Junior Participating Preferred Stock, par value $25.00 per share,
for issuance upon the exercise of the preferred share purchase rights described
below. See " -- Shareholder Rights Plan". Such reservation may be increased by
resolution of the Board of Directors from time to time.
The creation and issuance of any additional series of Preferred Stock, and
the relative rights and preferences of such series, if and when established,
will depend upon, among other things, the future capital needs of the
Corporation, then existing market conditions and other factors that, in the
judgment of the Board of Directors of the Corporation, might warrant the
issuance of Preferred Stock.
PREEMPTIVE RIGHTS
No holder of any shares of Common Stock or Preferred Stock has any
preemptive right to purchase or subscribe to any additional shares of any class
or series of the capital stock of the Corporation.
SHAREHOLDER RIGHTS PLAN
The Corporation has adopted a Shareholder Rights Plan which is intended to
protect shareholders in the event of unsolicited offers or attempts to acquire
the Corporation, including offers that do not treat all shareholders equally,
acquisitions in the open market of shares constituting control without offering
fair value to all shareholders, and other coercive or unfair takeover tactics
that could impair the ability of the Board of Directors to represent
shareholders' interests fully. Pursuant to the Shareholder Rights Plan, the
Board of Directors declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock to shareholders of record at
the close of business on May 18, 1989 (the "Record Date") and authorized the
issuance of one Right for each share of Common Stock issued between the Record
Date and the Distribution Date (as hereinafter defined). As adjusted for the
three-for-two stock splits in the form of a dividend in July 1991 and February
1993, each Right entitles the holder to purchase from the Corporation
four-ninths of one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $25.00 per share (the "Junior Preferred Shares"), at
a price of $110.00 per one one-hundredth of a Junior Preferred Share. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Corporation and Mellon Bank, N.A., Pittsburgh,
Pennsylvania, as Rights Agent. One Right will be attached to each share of
Common Stock offered hereby.
The Rights Agreement provides that the Rights attach to and will be
transferred with the Common Stock until the earlier of (i) 10 days following the
public announcement by any person or group of the acquisition of 20% or more of
the outstanding Common Stock of the Corporation or (ii) 10 business days
following the commencement of, or announcement of an intention to make, a tender
or exchange offer that would result in such person or group owning 20% or more
of the outstanding Common Stock (the "Distribution Date"). The Board of
Directors may reduce the threshold percentage for determining the occurrence of
the Distribution Date to not less than 10% of the outstanding Common Stock
acquired in any such acquisition or subject to any such tender or exchange
offer.
The Rights will separate from the Common Stock and become exercisable on
the Distribution Date. Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Corporation, including without
limitation, the right to vote or to receive dividends. The Rights will expire on
May 18, 1999, unless such date is extended or unless the Rights are earlier
redeemed by the Corporation.
In the event that the Corporation is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, each holder of a Right will have thereafter the right to
receive, upon the exercise thereof at the then-current exercise price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the exercise
price of the Right.
In the event that any person or group acquires 20% or more of the
outstanding Common Stock (other than by a cash tender offer for all of the
shares in which such person or group acquires 80% or more of the outstanding
shares) and thereafter engages in certain specified transactions, each holder of
a Right (other than Rights held by such person or group) will have thereafter
the right to receive upon exercise shares of Common Stock having a market value
of two times the exercise price of the Right.
At any time after the acquisition by a person or group of beneficial
ownership of 20% or more of the outstanding Common Stock and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Stock, the Board of Directors of the Corporation may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio, as adjusted for the three-for-two stock splits in
the form of a dividend in July 1991 and February 1993, of four-ninths of a share
of Common Stock, or four-ninths of one one-hundredth of
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a Junior Preferred Share (or of a share of a class or series of the
Corporation's Preferred Stock having equivalent rights, preferences and
privileges), per Right.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Corporation
without the approval of the Board of Directors unless the offer is conditioned
upon a substantial number of Rights being acquired or redeemed by the
Corporation. The Rights, however, should not affect offers for all outstanding
shares of Common Stock at a fair price and otherwise in the best interests of
the Corporation and its shareholders as determined by the Board of Directors,
since the Board of Directors may, at its option, redeem all, but not fewer than
all, of the then outstanding Rights at a price of $.01 per Right.
CERTAIN PROVISIONS WHICH MAY HAVE AN ANTI-TAKEOVER EFFECT
The Corporation's Articles and By-Laws contain provisions which may have
the effect of delaying or preventing a change in control of the Corporation. The
Articles and By-Laws provide (i) for division of the Board of Directors into
three classes, with one class elected each year to serve a three-year term; (ii)
that directors may be removed only upon the affirmative vote of the holders of
80% of the outstanding voting stock; (iii) that any vacancy on the Board may be
filled by the remaining directors, (iv) that advance notification is required
for a shareholder to bring business before a shareholders' meeting or to
nominate a person for election as a director; and (v) that the affirmative vote
of the holders of 80% of the outstanding voting stock is required to alter,
amend or repeal the foregoing provisions.
The Articles also contain a "fair price" provision that requires the
affirmative vote of the holders of 80% of the outstanding voting stock as a
condition for certain mergers or business combinations, unless the transaction
is either approved by a majority of the disinterested directors or certain
minimum fair price and procedural requirements are met, in which case the
transaction will require only the affirmative vote of the holders of outstanding
voting stock as required by law or any other provision of the Articles. A
"disinterested director" is defined as any member of the Corporation's Board of
Directors who is (i) unaffiliated with an interested shareholder (as defined
below) and was a member of the Board prior to the time the interested
shareholder became such, or (ii) is so unaffiliated and is recommended to
succeed a disinterested director by a majority of the disinterested directors
then on the Board. An "interested shareholder" is defined to mean any entity
(other than the Corporation or a subsidiary) or affiliate of the Corporation
beneficially owning more than 20% of the Corporation's stock, or any shareholder
beneficially owning shares of the Corporation's stock by reason of assignment
by, or succession to, an interested shareholder.
The foregoing provisions of the Articles and By-Laws are intended to
prevent inequitable shareholder treatment in a two-tier takeover and to reduce
the possibility that a third party could effect a sudden or surprise change in
majority control of the Board of Directors without the support of the incumbent
Board, even if such a change were desired by, or would be beneficial to, a
majority of the Corporation's shareholders. Such provisions therefore may have
the effect of discouraging certain unsolicited offers for the Corporation's
capital stock.
The Corporation has employment agreements with certain key officers that
would become effective upon a change in control of the Corporation. These
agreements provide that the Corporation or its successor will continue those
officers in its employ for a term of three years after the date of any such
change in control and with commensurate responsibilities and compensation. The
Corporation's Executive Supplemental Retirement Plan also has a provision which
provides for the acceleration of the payment of benefits thereunder upon a
change in control of the Corporation.
AFFILIATED TRANSACTIONS
The Virginia Stock Corporation Act contains provisions governing
"Affiliated Transactions". Affiliated Transactions include certain mergers and
share exchanges, certain material dispositions of corporate assets not in the
ordinary course of business, any dissolution of a corporation proposed by or on
behalf of an Interested Shareholder (as defined below), and reclassifications,
including reverse stock splits, recapitalizations or mergers of a corporation
with its subsidiaries or distributions or other transactions which have the
effect of increasing the percentage of voting shares beneficially owned by an
Interested Shareholder by more than 5%. For purposes of the Act, an Interested
Shareholder is defined as any beneficial owner of more than 10% of any class of
the voting securities of a Virginia corporation.
Subject to certain exceptions discussed below, the provisions governing
Affiliated Transactions require that, for three years following the date upon
which any shareholder becomes an Interested Shareholder, any Affiliated
Transaction be approved by the affirmative vote of two-thirds of the voting
shares of a corporation, other than the shares beneficially owned by the
Interested Shareholder, and by a majority (but not less than two) of the
Disinterested Directors (as defined below). A
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Disinterested Director means a member of a corporation's board of directors who
(i) was a member before the later of January 1, 1988 and the date on which an
Interested Shareholder became an Interested Shareholder and (ii) was recommended
for election by, or was elected to fill a vacancy and received the affirmative
vote of, a majority of the Disinterested Directors then on the board. At the
expiration of the three-year period, these provisions require approval of
Affiliated Transactions by the affirmative vote of the holders of two-thirds of
the voting shares of a corporation, other than those beneficially owned by the
Interested Shareholder.
The principal exceptions to the special voting requirement apply to
Affiliated Transactions occurring after the three-year period has expired and
require either that the transaction be approved by a majority of the
Disinterested Directors or that the transaction satisfy certain fair price
requirements of the statute. In general, the fair price requirements provide
that the shareholders must receive the highest per share price for their shares
as was paid by an Interested Shareholder for his shares or the fair market value
of their shares, whichever is higher. They also require that, during the three
years preceding the announcement of the proposed Affiliated Transaction, all
required dividends have been paid and no special financial accommodations have
been accorded an Interested Shareholder unless approved by the majority of the
Disinterested Directors.
None of the foregoing limitations and special voting requirements applies
to a transaction with an Interested Shareholder who has been an Interested
Shareholder since the effective date of the statute (January 26, 1988) or who
became an Interested Shareholder by gift or inheritance from such a person or
whose acquisition of shares making such person an Interested Shareholder was
approved by a majority of the Disinterested Directors.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements, an
amendment to its articles of incorporation or bylaws providing that the
Affiliated Transactions provisions shall not apply to the corporation. The
Corporation has not adopted such an amendment.
CONTROL SHARE ACQUISITIONS
The Virginia Stock Corporation Act also contains provisions regulating
certain "control share acquisitions", which are transactions causing the voting
strength of any person acquiring beneficial ownership of shares of a public
corporation in Virginia to meet or exceed certain threshold percentages (20%,
33 1/3% or 50%) of the total votes entitled to be cast for the election of
directors. Shares acquired in a control share acquisition have no voting rights
unless: (i) the voting rights are granted by a majority vote of all outstanding
shares other than those held by the acquiring person or any officer or employee
director of the corporation, or (ii) the articles of incorporation or bylaws of
the corporation provide that these Virginia law provisions do not apply to
acquisitions of its shares. The acquiring person may require that a special
meeting of the shareholders be held to consider the grant of voting rights to
the shares acquired in the control share acquisition. The Corporation has
adopted an amendment to its By-Laws making these provisions inapplicable to
acquisitions of its shares.
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DESCRIPTION OF DEBT SECURITIES
The Senior Debt Securities are to be issued under an Indenture (the "Senior
Indenture"), between the Corporation and the trustee named in the applicable
Prospectus Supplement as the trustee therefor (the "Senior Trustee"). The
Subordinated Debt Securities are to be issued under the Indenture, dated as of
November 25, 1992, (the "Subordinated Indenture"), between the Corporation and
Chemical Bank, as the trustee (the "Subordinated Trustee"). A copy of the form
of the Senior Indenture has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The Subordinated Indenture has
been previously filed with the Commission and is incorporated by reference
herein. The Senior Indenture and the Subordinated Indenture are sometimes herein
referred to collectively as the "Indentures" and the Senior Trustee and the
Subordinated Trustee are sometimes herein referred collectively as the
"Trustees".
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series, or of Debt Securities forming a part of a
series, which are offered by a Prospectus Supplement will be described in such
Prospectus Supplement.
The following summaries of certain provisions of the Indentures do not
purport to be complete and are subject, and are qualified in their entirety by
reference, to all the provisions of the Indentures, including the definitions
therein of certain terms, and, with respect to any particular Debt Securities,
to the description of the terms thereof included in the Prospectus Supplement
relating thereto. Wherever particular Sections or defined terms of the
Indentures are referred to herein or in a Prospectus Supplement, such Sections
or defined terms are incorporated by reference herein or therein, as the case
may be.
As a holding company, the Corporation conducts its operations principally
through its subsidiaries and, therefore, its principal source of cash, other
than its investing and financing activities, is dividends from the Bank and the
Corporation's other subsidiaries. The availability of such dividends will
directly affect the ability of the Corporation to meet its obligations under the
Indentures. However, there are legal limitations on the source and amount of
dividends that national banks are permitted to pay their parent companies. See
"Regulatory Matters". In addition, because the Corporation is a holding company
and a legal entity separate and distinct from its subsidiaries, the rights of
the Corporation to participate in any distribution of assets of any subsidiary
upon its liquidation of assets or reorganization or otherwise (and thus the
ability of Holders of Debt Securities to benefit indirectly from such
distribution) would be subject to the prior claims of creditors of that
subsidiary, except to the extent that the Corporation itself may be a creditor
of that subsidiary with recognized claims. Claims on the Bank by creditors other
than the Corporation include substantial obligations with respect to deposit
liabilities (who have priority in liquidation) and federal funds purchased,
securities sold under repurchase agreements, other short-term borrowing and
various other financial obligations.
GENERAL
The Subordinated Indenture provides, and the Senior Indenture will provide,
that Debt Securities in separate series may be issued thereunder from time to
time without limitation as to aggregate principal amount. The Corporation may
specify a maximum aggregate principal amount for the Debt Securities of any
series. (Subordinated Indenture Section 2.01 and Senior Indenture Section 301).
The Debt Securities are to have such terms and provisions which are not
inconsistent with the Indentures, including as to maturity, principal and
interest, as the Corporation may determine. The Debt Securities will be
unsecured obligations of the Corporation. The Senior Debt Securities will rank
on a parity with all other unsecured and unsubordinated indebtedness of the
Corporation while the Subordinated Debt Securities will be subordinated to other
indebtedness of the Corporation as described below under " -- Subordination".
The applicable Prospectus Supplement will set forth the price or prices at
which the Debt Securities to be offered will be issued. If Debt Securities are
offered, the applicable Prospectus Supplement will describe the following terms,
where applicable: (1) the title of such Debt Securities; (2) any limit on the
aggregate principal amount of such Debt Securities or the series of which they
are a part; (3) the date or dates on which the principal of any of such Debt
Securities will be payable; (4) the rate or rates at which any of such Debt
Securities will bear interest, if any, or if the interest may be determined with
reference to an index or pursuant to a formula, the manner in which such amounts
will be determined, the date or dates from which any such interest will accrue,
the Interest Payment Dates on which any such interest will be payable and the
Regular Record Date for any such interest payable on any Interest Payment Date;
(5) the place or places where the principal of and any premium and interest on
any of such Debt Securities will be payable; (6) the period or periods within
which, the price or prices at which and the terms and conditions on which any of
such Debt Securities may be redeemed, in whole or in part, at the option of the
Corporation; (7) the obligation, if any, of the Corporation to redeem or
purchase any of such Debt Securities pursuant to any sinking fund or analogous
provision or at the option of the Holder thereof, and the period or periods
within which, the price or prices at which and the terms and conditions on which
any of such Debt Securities will be redeemed or purchased, in
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whole or in part, pursuant to any such obligation; (8) the denominations in
which any of such Debt Securities will be issuable, if other than denominations
of $1,000 and any integral multiple thereof; (9) if the amount of principal of
or any premium on any of such Senior Debt Securities may be determined with
reference to an index or pursuant to a formula, the manner in which such amounts
will be determined; (10) if other than the currency of the United States of
America, the currency, currencies or currency units in which the principal of or
any premium or interest on any of such Senior Debt Securities will be payable
(and the manner in which the equivalent of the principal amount thereof in the
currency of the United States of America is to be determined for any purpose,
including for the purpose of determining the principal amount deemed to be
Outstanding at any time); (11) if the principal of or any premium or interest on
any of such Senior Debt Securities is to be payable, at the election of the
Corporation or the Holder thereof, in one or more currencies or currency units
other than those in which such Senior Debt Securities are stated to be payable,
the currency, currencies or currency units in which payment of any such amount
as to which such election is made will be payable, the periods within which and
the terms and conditions upon which such election is to be made and the amount
so payable (or the manner in which such amount is to be determined); (12) if
other than the entire principal amount thereof, the portion of the principal
amount of any of such Senior Debt Securities which will be payable upon
declaration of acceleration of the Maturity thereof; (13) if the principal
amount payable at the Stated Maturity of any of such Senior Debt Securities will
not be determinable as of any one or more dates prior to the Stated Maturity,
the amount which will be deemed to be such principal amount as of any such date
for any purpose, including the principal amount thereof which will be due and
payable upon any Maturity other than the Stated Maturity or which will be deemed
to be Outstanding as of any such date (or, in any such case, the manner in which
such deemed principal amount is to be determined); (14) if applicable, that such
Senior Debt Securities, in whole or any specified part, are defeasible pursuant
to the provisions of the Senior Indenture described under "Defeasance and
Covenant Defeasance -- Defeasance and Discharge" or "Defeasance and Covenant
Defeasance -- Covenant Defeasance", or under both such captions; (15) whether
any of such Debt Securities will be issuable in whole or in part in the form of
one or more Global Debt Securities and, if so, the respective Depositaries for
such Global Debt Securities, the form of any legend or legends to be borne by
any such Global Debt Security in addition to or in lieu of the legend referred
to under "Form, Exchange and Transfer -- Global Debt Securities" and, if
different from those described under such caption, any circumstances under which
any such Global Debt Security may be exchanged in whole or in part for Debt
Securities registered, and any transfer of such Global Debt Security in whole or
in part may be registered, in the names of Persons other than the Depository for
such Global Debt Security or its nominee; (16) any addition to or change in the
Events of Default applicable to any of such Debt Securities and any change in
the right of the Trustee or the Holders to declare the principal amount of any
of such Debt Securities due and payable; (17) any additional restrictive
covenants in the Indentures applicable to any of such Debt Securities; and (18)
any other terms of such Senior Debt Securities not inconsistent with the
provisions of the Indenture. (Subordinated Indenture Section 2.01 and Senior
Indenture Section 301).
In addition, if Subordinated Debt Securities are offered, the following
additional terms will be described in the applicable Prospectus Supplement,
where applicable: (1) whether Subordinated Debt Securities of the series are to
be issuable as Registered Securities, Bearer Securities or both, whether
Securities of the series are to be issuable with or without coupons or both and,
in the case of Bearer Securities, the date as of which such Bearer Securities
shall be dated if other than the date of original issuance of the first Security
of such series of like tenor and term to be issued; (2) if Subordinated Debt
Securities of the series are to be issuable initially in the form of one or more
temporary Global Securities, the circumstances under and the manner in which
such temporary Global Securities can be exchanged for definitive Securities of
the series and whether such definitive Securities will be Registered Securities,
Bearer Securities or both and will be in global form; (3) the denominations in
which Bearer Securities of such series, if any, shall be issuable if other than
the denomination of $5,000; and (4) if warrants for Subordinated Debt Securities
of the series are to be issued, the form of such warrants, the circumstances and
the manner in which such warrants may be exercised, any obligation of the
Corporation concerning any Subordinated Debt Securities underlying such
warrants, and any other terms and conditions regarding such warrants and
Subordinated Debt Securities.
Debt Securities, including Original Issue Discount Securities, may be sold
at a substantial discount below their principal amount. Certain special United
States federal income tax considerations (if any) applicable to Securities sold
at an original issue discount may be described in the applicable Prospectus
Supplement. In addition, certain special United States federal income tax or
other considerations (if any) applicable to any Securities which are denominated
in a currency or currency unit other than United States dollars may be described
in the applicable Prospectus Supplement.
FORM, EXCHANGE AND TRANSFER
The Senior Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable Prospectus Supplement, only in denominations of $1,000 and integral
multiples thereof.
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(Senior Indenture Section 302). Subordinated Debt Securities may be issued as
Bearer Securities. (Subordinated Indenture Section 2.01). The Corporation, the
applicable Trustee and any Paying Agent are entitled to treat the registered
Holder of any Registered Security as the absolute owner of such Registered
Security for all purposes, and to treat the bearer of any Bearer Security or any
coupon appertaining thereto as the absolute owner of such Bearer Security or
coupon for all purposes, notwithstanding any notice to the contrary.
At the option of the Holder, subject to the terms of the applicable
Indenture and the limitations applicable to Global Securities, registered Debt
Securities of each series will be exchangeable for other registered Debt
Securities of the same series of any authorized denomination and of a like tenor
and aggregate principal amount. (Subordinated Indenture Section 2.06 and Senior
Indenture Section 305).
Subject to the terms of the applicable Indenture and the limitations
applicable to Global Securities, Debt Securities may be presented for exchange
as provided above or for registration of transfer (duly endorsed or with the
form of transfer endorsed thereon duly executed) at the office of the Security
Registrar or at the office of any transfer agent designated by the Corporation
for such purpose. No service charge will be made for any registration of
transfer or exchange of Debt Securities (or registration of any Subordinated
Debt Securities), but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. Such
transfer or exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. The Corporation will appoint the
Trustee as Security Registrar. Subordinated Debt Securities (other than a Global
Security) may be presented for registration of transfer at the office of the
Subordinated Trustee. The Corporation also may designate the corporate trust
department of the Bank as an office where the transfer of the Subordinated Debt
Securities may be registered. Any transfer agent (in addition to the Security
Registrar) initially designated by the Corporation for any Senior Debt
Securities will be named in the applicable Prospectus Supplement. (Senior
Indenture Section 305). The Corporation may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts, except that the
Corporation will be required to maintain a transfer agent in each Place of
Payment for the Senior Debt Securities of each series. (Senior Indenture Section
1002).
If the Senior Debt Securities of any series (or of any series and specified
terms) are to be redeemed in part, the Corporation will not be required to (i)
issue, register the transfer of or exchange any Senior Debt Security of that
series (or of that series and specified terms, as the case may be) during a
period beginning at the opening of business 15 days before the day of mailing of
a notice of redemption of any such Senior Debt Security that may be selected for
redemption and ending at the close of business on the day of such mailing or
(ii) register the transfer of or exchange any Senior Debt Security so selected
for redemption, in whole or in part, except the unredeemed portion of any such
Security being redeemed in part. (Senior Indenture Section 305).
GLOBAL SECURITIES
Some or all of the Debt Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable Prospectus Supplement, will be deposited
with such Depositary or a nominee or custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the applicable Indenture.
Notwithstanding any provision of the Indentures or any Debt Security
described herein, no Global Security may be exchanged in whole or in part for
Debt Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for
such Global Security or any nominee of such Depositary unless (i) the Depositary
has notified the Corporation that it is unwilling or unable to continue as
Depositary for such Global Security or has ceased to be qualified to act as such
as required by the Indentures, (ii) in the case of Senior Debt Securities, there
shall have occurred and be continuing an Event of Default with respect to the
Senior Debt Securities represented by such Global Security or (iii) there shall
exist such circumstances, if any, in addition to or in lieu of those described
above as may be described in the applicable Prospectus Supplement. All Senior
Debt Securities issued in exchange for a Global Security or any portion thereof
will be registered in such names as the Depositary may direct. (Senior Indenture
Sections 204 and 305).
As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Debt
Securities represented thereby for all purposes under the Debt Securities and
the applicable Indenture. Except in the limited circumstances referred to above,
owners of beneficial interests in a Global Security will not be entitled to have
such Global Security or any Debt
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Securities represented thereby registered in their names, will not receive or be
entitled to receive physical delivery of certificated Debt Securities in
exchange therefor and will not be considered to be the owners or Holders of such
Global Security or any Debt Securities represented thereby for any purpose under
the Debt Securities or the applicable Indenture. All payments of principal of
and any premium and interest on a Global Security will be made to the Depositary
or its nominee, as the case may be, as the Holder thereof. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. These laws may impair the
ability to transfer beneficial interests in a Global Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants. Ownership of beneficial interests
in a Global Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
(with respect to participants' interests) or any such participant (with respect
to interests of persons held by such participants on their behalf). Payments,
transfers, exchanges and others matters relating to beneficial interests in a
Global Security may be subject to various policies and procedures adopted by the
Depositary from time to time. None of the Corporation, the Trustee or any agent
of the Corporation or the Trustee will have any responsibility or liability for
any aspect of the Depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a Global Security, or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Security, in some cases, may trade in the Depositary's same-day
funds settlement system, in which secondary market trading activity in those
beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity in
such beneficial interests. Also, settlement for purchases of beneficial
interests in a Global Security upon the original issuance thereof may be
required to be made in immediately available funds.
The Depositary, upon receipt of any payment of principal or interest in
respect of a permanent Global Security, immediately will credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of such Depositary or its nominee. The Corporation also expects that
payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such participants.
If the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Corporation within 90 days, the Corporation will issue Subordinated Debt
Securities in definitive form in exchange for the Global Security or Securities
representing the Subordinated Debt Securities. In addition, the Corporation at
any time and in its sole discretion may determine not to have any Subordinated
Debt Securities represented by one or more Global Securities and, in such event,
will issue Subordinated Debt Securities in definitive form in exchange for the
Global Securities or Securities representing such Subordinated Debt Securities.
Further, if the Corporation so specifies, an owner of a beneficial interest in a
Global Security representing Subordinated Debt Securities may receive, on terms
acceptable to the Corporation and the Depositary for such Global Security,
Subordinated Debt Securities in definitive form in exchange for such beneficial
interest. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in definitive form of
Subordinated Debt Securities represented by such Global Security equal in
principal amount to such beneficial interest and to have such Subordinated Debt
Securities registered in its name. Subordinated Debt Securities so issued in
definitive form will be issued as registered Subordinated Debt Securities in
denominations, unless otherwise specified by the Corporation, of $1,000 or
integral multiples thereof.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a registered Debt Security on any Interest Payment Date will be
made to the Person in whose name such Debt Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. (Subordinated Indenture Section 2.09 and Senior Indenture
Section 307). Unless otherwise indicated in the applicable Prospectus
Supplement, principal of and any premium and interest on the registered Debt
Securities of a particular series will be payable at the office of such Paying
Agent or Paying Agents as the Corporation may designate for such purpose from
time to time, except that at the
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option of the Corporation payment of any interest may be made by check mailed to
the address of the Person entitled thereto as such address appears in the
Security Register.
Unless otherwise indicated in the applicable Prospectus Supplement, the
corporate trust office of the applicable Trustee in The City of New York will be
designated as the Corporation's sole Paying Agent for payments with respect to
Debt Securities of each series. Any other Paying Agents initially designated by
the Corporation for the Debt Securities of a particular series will be named in
the applicable Prospectus Supplement. The Corporation may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except that
the Corporation will be required to maintain a Paying Agent in each Place of
Payment for the Debt Securities of a particular series. (Subordinated Indenture
Section 4.02 and Senior Indenture Section 1002). Under the Indentures, the
Corporation also may designate the corporate trust department of the Bank as an
office where principal and any interest may be paid.
All moneys paid by the Corporation to a Paying Agent for the payment of the
principal of or any premium or interest on any Debt Security which remain
unclaimed at the end of two years after such principal, premium or interest has
become due and payable will be repaid to the Corporation, and the Holder of such
Debt Security thereafter may look only to the Corporation for payment thereof.
(Subordinated Indenture Section 14.04 and Senior Indenture Section 1003).
SUBORDINATION
The obligation of the Corporation to make any payment of principal or
interest on the Subordinated Debt Securities, to the extent set forth in the
Subordinated Indenture, will be subordinate and junior in right of payments to
the prior payment in full of all existing and future Senior Indebtedness (as
defined below). Upon any distribution of assets of the Corporation in any
dissolution, winding up, liquidation or reorganization of the Corporation, the
holders of Senior Indebtedness are entitled to receive payment in full of
principal and interest before the holders of the Subordinated Debt Securities
are entitled to receive any payment on account of principal or any premium or
interest on the Subordinated Debt Securities (except that holders of the
Subordinated Debt Securities, in a reorganization or readjustment of the
Corporation, may receive securities of the Corporation or any other corporation
provided for by a plan of reorganization or readjustment, which securities are
subordinated to the payment of all Senior Indebtedness and any securities
received in lieu thereof, except to the extent that any securities so received
are by their terms expressly not superior in right of payment to the
Subordinated Debt Securities). (Subordinated Indenture Section 3.03). The
dissolution, winding up, liquidating or reorganization of the Corporation
following a conveyance, transfer or lease of its properties and assets
substantially as an entirety in compliance with the terms described below under
"Consolidation, Merger and Sale of Assets" will not be deemed to be a
dissolution, winding up, liquidation or reorganization for this purpose.
(Subordinated Indenture Section 3.03(d)). In addition, the Corporation may not
pay principal of, or interest on, the Subordinated Debt Securities and may not
acquire any Subordinated Debt Securities for cash or property other than capital
stock of the Corporation if: (1) a default on Senior Indebtedness occurs and is
continuing that permits holders of such Senior Indebtedness to accelerate its
maturity; and (2) such default is the subject of judicial proceedings or the
Corporation receives written notice of such default from a representative of the
holders of such Senior Indebtedness. If the Corporation receives any such
notice, a similar notice received within 360 days thereafter relating to the
same default on the same issue of Senior Indebtedness shall not be effective for
such purpose. The Corporation may resume payments on the Subordinated Debt
Securities and may acquire them when (i) such default is cured or waived or
shall have ceased to exist or the Senior Indebtedness to which such default
relates shall have been paid in full in cash or cash equivalent; or (ii) if such
default is not the subject of judicial proceedings, 120 days pass after such
written notice is received by the Corporation, but only if such payment or
acquisition is not otherwise prohibited by the terms of the Subordinated
Indenture. (Subordinated Indenture Section 3.02(b)).
By reason of subordination, in the event of the Corporation's insolvency,
holders of Senior Indebtedness may receive more, ratably, and holders of the
Subordinated Debt Securities may receive less, ratably, than other creditors of
the Corporation. However, such subordination will not prevent the occurrence of
any Event of Default. (Subordinated Indenture Section 3.12).
The Subordinated Indenture does not restrict the incurrence of additional
Senior Indebtedness.
"Senior Indebtedness" means (a) the principal of, and premium, if any, and
interest on all indebtedness of the Corporation for money borrowed, whether
outstanding on the date of execution of the Indenture or thereafter created,
assumed or incurred, (b) all obligations to make payment pursuant to the terms
of financial instruments, such as (i) securities contracts and foreign currency
exchange contracts, (ii) derivative instruments, such as swap agreements
(including interest rate and foreign exchange rate swap agreements), cap
agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange agreement, options, commodity futures contracts and commodity
options contracts, and (iii) similar financial
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instruments; except, in the case of both (a) and (b) above, such indebtedness
and obligations that are expressly stated to rank junior in right of payment to,
or PARI PASSU in right of payment with the Subordinated Debt Securities, (c) any
indebtedness or obligations of others of the kind described in both (a) and (b)
above for payment of which the Corporation is responsible or liable as guarantor
or otherwise, and (d) any deferrals, renewals or extensions of any such Senior
Indebtedness.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Under each of the Indentures, the Corporation may not consolidate with or
merge into, or convey, transfer or lease its properties and assets substantially
as an entirety to, any Person (a "successor Person"), UNLESS (i) the successor
Person (if any) is a corporation, partnership, trust or other entity organized
and validly existing under the laws of any domestic jurisdiction and assumes the
Corporation's obligations on the Securities and under such Indenture, (ii)
immediately after giving effect to the transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing and (iii) certain other
conditions are met. (Subordinated Indenture Section 10.01 and Senior Indenture
Section 801). The Senior Indenture also will not allow a Person to merge into,
or convey, transfer or lease its properties and assets substantially as an
entirety to the Corporation unless the aforementioned requirements are met.
COVENANTS OF CENTRAL FIDELITY
The Indentures do not restrict Central Fidelity from incurring, assuming or
becoming liable for any type of debt nor from creating, assuming, incurring or
permitting to exist any mortgage, pledge, encumbrance, lien or charge on its
property. In addition, the Indentures do not require Central Fidelity to
maintain any financial ratios or specified levels of net worth or liquidity and
do not contain any other provisions which would provide protection to Holders
due to a sudden or dramatic decline in the credit quality of the Debt Securities
caused by change in control, recapitalization or other capital restructuring of
Central Fidelity.
EVENTS OF DEFAULT
SENIOR INDENTURE
Each of the following will constitute an Event of Default under the Senior
Indenture with respect to Senior Debt Securities of any series: (a) failure to
pay principal of or any premium on any Senior Debt Security of that series when
due; (b) failure to pay any interest on any Senior Debt Securities of that
series when due, continued for 30 days; (c) failure to deposit any sinking fund
payment, when due, in respect of any Senior Debt Security of that series; (d)
failure to perform any other covenant of the Corporation in the Senior Indenture
(other than a covenant included in the Indenture solely for the benefit of a
series other than that series), continued for 60 days after written notice has
been given to the Corporation by the Senior Trustee, or the Holders of at least
10% in principal amount of the Outstanding Securities of that series, as
provided in the Senior Indenture; (e) failure to pay when due (subject to any
applicable grace period) the principal of, or acceleration of, any indebtedness
for money borrowed by the Corporation having an aggregate principal amount
outstanding of at least $2,000,000, if, in the case of any such failure, such
indebtedness has not been discharged or, in the case of any such acceleration,
such indebtedness has not been discharged or such acceleration has not been
rescinded or annulled, in each case within 10 days after written notice has been
given to the Corporation by the Senior Trustee, or the Holders of at least 10%
in principal amount of the Outstanding Securities of that series, as provided in
the Senior Indenture; (f) certain events in bankruptcy, insolvency or
reorganization; and (g) any additional events of default applicable to such Debt
Securities as described in the applicable Prospectus Supplement. (Senior
Indenture Section 501).
If an Event of Default (other than an Event of Default described in clause
(f) above) with respect to the Senior Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the Senior Trustee or the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series by notice as provided in the Senior Indenture may
declare the principal amount of the Senior Debt Securities of that series (or,
in the case of any Senior Debt Security that is an Original Issue Discount
Security or the principal amount of which is not then determinable, such portion
of the principal amount of such Senior Debt Security, or such other amount in
lieu of such principal amount, as may be specified in the terms of such Senior
Debt Security) to be due and payable immediately. If an Event of Default
described in clause (f) above with respect to the Senior Debt Securities of any
series at the time Outstanding shall occur, the principal amount of all the
Senior Debt Securities of that series (or, in the case of any such Original
Issue Discount Security or other Senior Debt Security, such specified amount)
will automatically, and without any action by the Senior Trustee or any Holder,
become immediately due and payable. After any such acceleration, but before a
judgment or decree based on acceleration, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series may, under certain
circumstances,
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rescind and annul such acceleration if all Events of Default, other than the
non-payment of accelerated principal (or other specified amount), have been
cured or waived as provided in the Senior Indenture. (Senior Indenture Section
502). For information as to waiver of defaults, see "Modification and Waiver".
Subject to the provisions of the Senior Indenture relating to the duties of
the Senior Trustee in case an Event of Default shall occur and be continuing,
the Senior Trustee will be under no obligation to exercise any of its rights or
powers under the Senior Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Senior Trustee reasonable
indemnity. (Senior Indenture Section 603). Subject to such provisions for the
indemnification of the Senior Trustee, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of any series will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Senior Trustee or exercising any trust or power conferred on
the Senior Trustee with respect to the Senior Debt of that series. (Senior
Indenture Section 512).
No Holder of a Senior Debt Security of any series will have any right to
institute any proceeding with respect to the Senior Indenture, or for the
appointment of a receiver or a trustee, or for any other remedy thereunder,
unless (i) such Holder has previously given to the Senior Trustee written notice
of a continuing Event of Default with respect to the Securities of that series,
(ii) the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series have made written request, and such Holder
or Holders have offered reasonable indemnity, to the Senior Trustee to institute
such proceeding as trustee and (iii) the Senior Trustee has failed to institute
such proceeding, and has not received from the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that series a
direction inconsistent with such request, within 60 days after such notice,
request and offer. (Senior Indenture Section 507). However, such limitations do
not apply to a suit instituted by a Holder of a Senior Debt Security for the
enforcement of payment of the principal of or any premium or interest on such
Senior Debt Security on or after the applicable due date specified in such
Senior Debt Security. (Senior Indenture Section 508).
The Corporation will be required to furnish to the Senior Trustee annually
a statement by certain of its officers as to whether or not the Corporation, to
their knowledge, is in default in the performance or observance of any of the
terms, provisions and conditions of the Indenture and, if so, specifying all
such known defaults. (Senior Indenture Section 1004).
SUBORDINATED INDENTURE
The Subordinated Indenture defines an Event of Default with respect to the
Subordinated Debt Securities as being any one of the following events: (a)
default for 30 days in the payment of any interest on any of the Subordinated
Debt Securities; (b) default in the payment when due of the principal (including
any sinking fund installment or analogous obligation) on any of the Subordinated
Debt Securities; (c) a default or event of default under any instrument under
which there may be issued, or by which there may be secured or evidenced, any
indebtedness of the Corporation (other than the Subordinated Debt Securities or
indebtedness to a Subsidiary) or of any Subsidiary (other than indebtedness of
any Subsidiary owing to the Corporation or to another Subsidiary) shall happen
and not less than $2,000,000 of such indebtedness shall be past due, or become
due by acceleration, and such indebtedness or acceleration is not discharged or
rescinded within 15 days after notice by the Subordinated Trustee or holders of
at least 25% in aggregate principal amount of the outstanding Subordinated Debt
Securities; (d) final judgment(s) or order(s) for the payment of money in excess
of $2,000,000 is entered against Central Fidelity or the Bank and within 90 days
of entry is not discharged or the execution thereof is not stayed pending appeal
or within 90 days after the expiration of the stay, the judgment(s) or order(s)
is not discharged; (e) default in the observance or performance of any other
covenant in the Subordinated Debt Securities or the Subordinated Indenture for
90 days after notice by the Subordinated Trustee or holders of at least 25% in
aggregate principal amount of the outstanding Subordinated Debt Securities; or
(f) certain events of bankruptcy, insolvency or reorganization of the
Corporation or the Bank (other than the appointment of a conservator with
respect to the Bank). (Subordinated Indenture Section 5.01). Rights of
acceleration in case an Event of Default occurs are limited. Payment of
principal of the Subordinated Debt Securities may be accelerated only in the
case of an "Acceleration Event" which is defined in the Subordinated Indenture
as any of the bankruptcy, insolvency or reorganization events with respect to
Central Fidelity or the Bank that constitute an Event of Default. There is no
right of acceleration in the case of a default in the payment of principal of or
any interest on the Subordinated Debt Securities or the performance of any other
covenant of the Corporation in the Subordinated Indenture.
In case an Acceleration Event shall have occurred and be continuing, the
Subordinated Trustee or the holders of not less than 25% in aggregate principal
amount of the outstanding Subordinated Debt Securities may declare the principal
of all the securities of such series to be due and payable. (Subordinated
Indenture Section 5.01). The Subordinated Indenture provides that the
Subordinated Trustee, within 90 days after the occurrence of a default with
respect to Subordinated Debt Securities, shall mail to the holders of the
Subordinated Debt Securities notice of all uncured defaults known to it that
have not been
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waived (the term defaults to include events specified above which, after notice
or lapse of time or both, would become an Event of Default); provided that,
except in the case of default in the payment of principal of or any interest on
any of the Subordinated Debt Securities, the Subordinated Trustee may withhold
such notice if it in good faith determines that withholding such notice is in
the interest of the holders of the Subordinated Debt Securities. (Subordinated
Indenture Section 5.08).
Subject to the provisions of the Subordinated Indenture relating to the
duties of the Subordinated Trustee in case an Event of Default shall occur and
be continuing, the Subordinated Trustee is under no obligation to exercise any
of the rights or powers under the Subordinated Indenture at the request, order
or direction of any of the holders of the Subordinated Debt Securities, unless
such holder offers to the Subordinated Trustee reasonable indemnity.
(Subordinated Indenture Section 6.02(d)). Subject to certain limitations
contained in the Subordinated Indenture (including among other limitations that
the Subordinated Trustee will not be exposed to personal liability), the holders
of a majority in aggregate principal amount of the outstanding Subordinated Debt
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Subordinated Trustee, or exercising
any trust or power conferred on the Subordinated Trustee. (Subordinated
Indenture Section 5.07).
No holder of any Subordinated Debt Securities will have any right to
institute any proceeding with respect to the Subordinated Indenture or for any
remedy thereunder unless such holder previously shall have given to the
Subordinated Trustee written notice of a continuing Event of Default and unless
also the holders of not less than 25% in aggregate principal amount of the
outstanding Subordinated Debt Securities shall have made written request, and
offered reasonable indemnity, to the Subordinated Trustee to institute such
proceeding as trustee, and the Subordinated Trustee shall not have received from
the holders of a majority in principal amount of the outstanding Subordinated
Debt Securities a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days. (Subordinated Indenture Section
5.04). However, the holder of any Subordinated Debt Security will have an
absolute right to receive payment of the principal of and any interest on such
Subordinated Debt Security on or after the due dates expressed in such
Subordinated Debt Security and to institute suit for the enforcement of any such
payment. (Subordinated Indenture Section 5.04).
The Corporation is obligated to furnish to the Subordinated Trustee
annually a statement as to the performance by the Corporation of its obligations
under the Subordinated Indenture and as to any default in such obligations.
(Subordinated Indenture Section 4.04).
MODIFICATION AND WAIVER
SENIOR INDENTURE
Modifications and amendments of the Senior Indenture may be made by the
Corporation and the Senior Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Outstanding Securities of each series affected
by such modification or amendment; PROVIDED, HOWEVER, that no such modification
or amendment may, without the consent of the Holder of each Outstanding Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, (b) reduce the
principal amount of, or any premium or interest on, any Security, (c) reduce the
amount of principal of an Original Issue Discount Security or any other Security
payable upon acceleration of the Maturity thereof, (d) change the place or
currency of payment of principal of, or any premium or interest on, any
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Security, (f) reduce the percentage in
principal amount of Outstanding Securities of any series, the consent of whose
Holders is required for modification or amendment of the Senior Indenture, (g)
reduce the percentage in principal amount of Outstanding Securities of any
series necessary for waiver of compliance with certain provisions of the Senior
Indenture or for waiver of certain defaults or (h) modify such provisions with
respect to modification and waiver. (Senior Indenture Section 902).
The Holders of 66 2/3% in principal amount of the Outstanding Securities of
any series may waive compliance by the Corporation with certain restrictive
provisions of the Senior Indenture. (Senior Indenture Section 1008). The Holders
of a majority in principal amount of the Outstanding Securities of any series
may waive any past default under the Senior Indenture, except a default in the
payment of principal, premium or interest and certain covenants and provisions
of the Senior Indenture which cannot be amended without the consent of the
Holder of each Outstanding Security of such series affected. (Senior Indenture
Section 513).
The Senior Indenture provides that in determining whether the Holders of
the requisite principal amount of the Outstanding Securities have given or taken
any direction, notice, consent, waiver or other action under the Senior
Indenture as of any date, (i) the principal amount of an Original Issue Discount
Security that will be deemed to be Outstanding will be the amount of the
principal thereof that would be due and payable as of such date upon
acceleration of the Maturity thereof to such date, (ii) if, as of such date, the
principal amount payable at the Stated Maturity of a Senior Debt Security is not
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determinable (for example, because it is based on an index), the principal
amount of such Senior Debt Security deemed to be Outstanding as of such date
will be an amount determined in the manner prescribed for such Senior Debt
Security and (iii) the principal amount of a Senior Debt Security denominated in
one or more foreign currencies or currency units that will be deemed to be
Outstanding will be the U.S. dollar equivalent, determined as of such date in
the manner prescribed for such Security, of the principal amount of such Senior
Debt Security (or, in the case of a Senior Debt Security described in clause (i)
or (ii) above, of the amount described in such clause). Certain Securities,
including those for whose payment or redemption money has been deposited or set
aside in trust for the Holders and those that have been fully defeased pursuant
to Section 1302, will not be deemed to be Outstanding. (Senior Indenture Section
101).
Except in certain limited circumstances, the Corporation will be entitled
to set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any direction,
notice, consent, waiver or other action under the Senior Indenture, in the
manner and subject to the limitations provided in the Senior Indenture. In
certain limited circumstances, the Senior Trustee will be entitled to set a
record date for action by Holders. If a record date is set for any action to be
taken by Holders of a particular series, such action may be taken only by
persons who are Holders of Outstanding Securities of that series on the record
date. To be effective, such action must be taken by Holders of the requisite
principal amount of such Senior Debt Securities within a specified period
following the record date. For any particular record date, this period will be
180 days or such shorter period as may be specified by the Corporation (or the
Senior Trustee, if it set the record date), and may be shortened or lengthened
(but not beyond 180 days) from time to time. (Senior Indenture Section 104).
SUBORDINATED INDENTURE
The Subordinated Indenture contains provisions permitting the Corporation
and the Subordinated Trustee to modify the Subordinated Indenture with the
consent of the holders of not less than a majority in aggregate principal amount
of the outstanding Subordinated Debt Securities, except that, without the
consent of the holder of each Subordinated Debt Security, no such modification
may, among other things: (a) change the stated maturity date of the principal
of, or any installment of principal or interest on, any outstanding Subordinated
Debt Security; (b) reduce the principal amount of, or any interest on, any
outstanding Subordinated Debt Security; (c) change the place of payment of
principal of, or any interest on, any outstanding Subordinated Debt Security;
(d) impair the right to institute suit for the enforcement of any payment on or
with respect to any outstanding Subordinated Debt Securities; (e) make any
change in the subordination provisions that adversely affects the rights of any
holder of Subordinated Debt Securities; or (f) reduce the percentage in
principal amount of outstanding Subordinated Debt Securities, the consent of
which is required for modification or amendment of the Subordinated Indenture or
for waiver of compliance with certain provisions of the Subordinated Indenture
or for waiver of certain defaults.
Prior to any acceleration of the Subordinated Debt Securities, the holders
of a majority in aggregate principal amount of the outstanding Subordinated Debt
Securities may waive any past default or Event of Default under the Subordinated
Indenture, except a default under a covenant that cannot be modified without the
consent of each holder of a Subordinated Debt Security. (Subordinated Indenture
Section 5.07(b)). In addition, the holders of a majority in aggregate principal
amount of the outstanding Subordinated Debt Securities may rescind a declaration
of acceleration of the Subordinated Debt Securities before any judgment has been
obtained if (i) the Corporation pays the Subordinated Trustee certain amounts
due the Subordinated Trustee plus all matured installments of principal of and
any interest on the Subordinated Debt Securities (other than installments due by
acceleration) and interest on the overdue installments to the extent provided in
the Subordinated Indenture and (ii) all other defaults with respect to the
Subordinated Debt Securities under the Subordinated Indenture have been cured or
waived. (Subordinated Indenture Section 5.01).
DEFEASANCE AND COVENANT DEFEASANCE FOR SENIOR DEBT SECURITIES
If and to the extent indicated in the applicable Prospectus Supplement, the
Corporation may elect, at its option at any time, to have the provisions of
Section 1302 of the Senior Indenture, relating to defeasance and discharge of
indebtedness, or Section 1303 of the Senior Indenture, relating to defeasance of
certain restrictive covenants in the Senior Indenture, applied to the Senior
Debt Securities of any series, or to any specified part of a series. (Senior
Indenture Section 1301).
DEFEASANCE AND DISCHARGE. The Senior Indenture provides that, upon the
Corporation's exercise of its option (if any) to have Section 1302 applied to
any Senior Debt Securities, the Corporation will be discharged from all its
obligations with respect to such Senior Debt Securities (except for certain
obligations to exchange or register the transfer of Senior Debt Securities, to
replace stolen, lost or mutilated Senior Debt Securities, to maintain paying
agencies and to hold moneys for payment in trust) upon the deposit in trust for
the benefit of the Holders of such Senior Debt Securities of money or U.S.
Government Obligations, or both, which, through the payment of principal and
interest in respect thereof in accordance with
20

<PAGE>
their terms, will provide money in an amount sufficient to pay the principal of
and any premium and interest on such Senior Debt Securities on the respective
Stated Maturities in accordance with the terms of the Senior Indenture and such
Senior Debt Securities. Such defeasance or discharge may occur only if, among
other things, the Corporation has delivered to the Senior Trustee an Opinion of
Counsel to the effect that the Corporation has received from, or there has been
published by, the United States Internal Revenue Service a ruling, or there has
been a change in tax law, in either case to the effect that Holders of such
Senior Debt Securities will not recognize gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit, defeasance and discharge
were not to occur. (Senior Indenture Sections 1302 and 1304).
DEFEASANCE OF CERTAIN COVENANTS. The Senior Indenture provides that, upon
the Corporation's exercise of its option (if any) to have Section 1303 of the
Senior Indenture applied to any Senior Debt Securities, the Corporation may omit
to comply with certain restrictive covenants, including any that may be
described in the applicable Prospectus Supplement, the occurrence of certain
Events of Default, which are described above in clause (d) (with respect to such
restrictive covenants) and clause (e) under "Events of Default" and any that may
be described in the applicable Prospectus Supplement, will be deemed not to be
or result in an Event of Default, in each case with respect to such Senior Debt
Securities. The Corporation, in order to exercise such option, will be required
to deposit, in trust for the benefit of the Holders of such Senior Debt
Securities, money or U.S. Government Obligations, or both, which, through the
payment of principal and interest in respect thereof in accordance with their
terms, will provide money in an amount sufficient to pay the principal of and
any premium and interest on such Senior Debt Securities on the respective Stated
Maturities in accordance with the terms of the Senior Indenture and such Senior
Debt Securities. The Corporation will also be required, among other things, to
deliver to the Senior Trustee an Opinion of Counsel to the effect that Holders
of such Senior Debt Securities will not recognize gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain
obligations and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit
and defeasance were not to occur. In the event the Corporation exercised this
option with respect to any Senior Debt Securities and such Senior Debt
Securities were declared due and payable because of the occurrence of any Event
of Default, the amount of money and U.S. Government Obligations so deposited in
trust would be sufficient to pay amounts due on such Senior Debt Securities at
the time of their respective Stated Maturities but may not be sufficient to pay
amounts due on such Senior Debt Securities upon any acceleration resulting from
such Event of Default. In such case, the Corporation would remain liable for
such payments. (Senior Indenture Sections 1303 and 1304).
NOTICES
Notices to Holders of the Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register
(Subordinated Indenture Sections 5.08 and 8.02 and Senior Indenture Sections 101
and 106) and by general publication with respect to Holders of Bearer
Securities. (Subordinated Indenture Sections 5.08 and 8.02).
TITLE
The Corporation, the Trustees and any agent of the Corporation or the
Trustees may treat the Person in whose name a Debt Security is registered (and
with respect to a Bearer Security, the bearer of such security or coupon) as the
absolute owner thereof (whether or not such Debt Security may be overdue) for
the purpose of making payment and for all other purposes. (Subordinated
Indenture Section 7.03 and Senior Indenture Section 308).
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Subordinated Indenture
Section 16.04 and Senior Indenture Section 112).
REGARDING THE TRUSTEE
Any Trustee may resign or be removed with respect to one or more series of
Debt Securities and a successor Trustee may be appointed to act with respect to
such series. In the event that two or more persons are acting as Trustee with
respect to different series of Debt Securities, each such Trustee shall be a
Trustee of a trust under the related Indenture separate and apart from the trust
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Debt Securities for which it
is Trustee.
21

<PAGE>
PLAN OF DISTRIBUTION
The Corporation may sell the Securities to one or more underwriters for
public offering and sale by them or may sell the Securities to investors
directly or through agents. The applicable Prospectus Supplement will set forth
the terms of the offering of the Securities offered thereby, including the names
of any underwriters, agents or dealers, the purchase price of such Securities
and the proceeds to the Corporation from any sale, any underwriting discounts
and other items constituting underwriters' compensation and any discounts and
commissions allowed or reallowed or paid to dealers or agents.
Underwriters may offer and sell the Securities at a fixed price or prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Corporation also may, from time to time, authorize dealers, acting as the
Corporation's agents, to offer and sell the Securities upon such terms and
conditions as set forth in the related Prospectus Supplement. In connection with
the sale of the Securities, underwriters may receive compensation from the
Corporation in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of the Securities for whom they may act as
agent. Underwriters may sell the Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents.
Any underwriting compensation paid by the Corporation to underwriters or
agents in connection with the offering of the Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the related Prospectus Supplement. Dealers and agents
participating in the distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with the Corporation, to indemnification against
and contribution towards certain liabilities, including liabilities under the
Securities Act.
Any Securities issued hereunder (other than Common Stock) will be new
issues of securities with no established trading market. Any underwriters or
agents to or through whom such Securities are sold by the Corporation for public
offering and sale may make a market in such Securities, but such underwriters or
agents will not be obligated to do so and may discontinue any market at any time
without notice. No assurance can be given as to the liquidity of the trading
market for any such Securities.
Certain of the underwriters, dealers or agents and their associates may be
customers of, engage in transactions with, and perform services for, the
Corporation and certain of its affiliates in the ordinary course of business.
Except as otherwise stated in the applicable Prospectus Supplement, any loans
and outstanding commitments to such underwriters, dealers or agents and their
associates will be made on terms, including interest rates and collateral, no
more favorable than those prevailing at the time for comparable transactions
with other persons and will not involve more than normal risk of collectibility.
VALIDITY OF THE SECURITIES
The validity of the Securities will be passed upon for the Corporation by
the counsel for the Corporation named in the applicable Prospectus Supplement,
and for any underwriters by the counsel for such underwriters named in the
applicable Prospectus Supplement.
EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries incorporated in this Prospectus by reference to the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993 have been so
incorporated in reliance upon the report of KPMG Peat Marwick LLP, independent
auditors, incorporated herein by reference, and upon the authority of said firm
as experts in accounting and auditing.
22

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with this Registration Statement are, subject to
further contingencies, estimated to be as follows:

<TABLE>
<S> <C>
Filing Fee for Registration Statement..................................................... $172,415
Legal Fees and Expenses................................................................... 75,000*
Accounting Fees and Expenses.............................................................. 40,000*
Blue Sky Fees and Expenses................................................................ 20,000*
Printing and Engraving Fees............................................................... 25,000*
Trustee's Fees and Expenses............................................................... 60,000*
Miscellaneous............................................................................. 2,585*
Total $395,000
</TABLE>

* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the "Code")
permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director of officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the undersigned Registrant contain
provisions indemnifying the directors and officers of the undersigned Registrant
against expenses and liabilities incurred in legal proceedings and authorizing
the Board of Directors to advance and reimburse expenses as permitted by law.
The Articles of Incorporation of the undersigned Registrant also eliminate the
liability of directors and officers to the Registrant or its shareholders for
monetary damages in excess of one dollar as permitted by the Code.
II-1

<PAGE>
ITEM 16. EXHIBITS
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
<TABLE>
<S> <C>
1.1 Form of Common Stock Underwriting Agreement.
1.2 Form of Preferred Stock Underwriting Agreement.
1.3 Form of Debt Securities Underwriting Agreement.
4.1 Form of Indenture for Senior Debt Securities.
4.2 Indenture for Subordinated Debt Securities, dated as of November 25, 1992, incorporated herein by reference to Exhibit
4.1 to Form 8-K dated November 18, 1992, File No. 0-8829.
4.3 Restated Articles of Incorporation of Central Fidelity Banks, Inc. adopted March 14, 1990, incorporated herein by
reference to Exhibit 3.1 to Form 8 dated May 22, 1992, File No. 0-8829.
4.4 Articles of Amendment (to Restated Articles of Incorporation) of Central Fidelity Banks, Inc., dated May 18, 1993.
4.5 Restated By-Laws of Central Fidelity Banks, Inc. effective March 14, 1990, incorporated herein by reference to Exhibit
3.2 to Form 8, dated May 22, 1992, File No. 0-8829.
4.6 Form of Common Stock Certificate, incorporated herein by reference to Exhibit 4.5 to Form S-3 Registration Statement,
filed May 27, 1992, File No. 33-48012.
4.7 Form of Preferred Stock Certificate.*
5 Opinion of Williams, Mullen, Christian & Dobbins.
12 Computation of Ratios of Earnings to Fixed Charges.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Williams, Mullen, Christian & Dobbins (reference is made to Exhibit 5).
24 Powers of Attorney.
25.1 Statement of Eligibility and Qualification on Form T-1 of Chemical Bank, as Trustee under the Subordinated Indenture,
under the Trust Indenture Act of 1939, as amended, incorporated herein by reference to Exhibit 26 to Form S-3
Registration Statement, filed November 13, 1992, File No. 33-53884.
25.2 Statement of Eligibility of Trustee for Senior Indenture.*
</TABLE>

*To be filed by post-effective amendment or by current report on Form 8-K
pursuant to the Securities Exchange Act of 1934, as amended, as appropriate.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act
II-2

<PAGE>
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person of the Registrant in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against the public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
II-3

<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or Amendment thereto to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on
August 31, 1994.
CENTRAL FIDELITY BANKS, INC.
By
Lewis N. Miller, Jr.
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Chief Executive Officer, President and August 31, 1994
Director
Lewis N. Miller, Jr.
Corporate Executive Officer and Treasurer August 31, 1994
(Principal Financial Officer)
Charles W. Tysinger
Senior Vice President and Controller August 31, 1994
(Principal Accounting Officer)
James F. Campbell
* Director August 31, 1994
James F. Betts
* Director August 31, 1994
Alvin R. Clements
* Director August 31, 1994
Pauline Allen Ellison
* Director August 31, 1994
Jack H. Ferguson
* Director August 31, 1994
Robert L. Freeman
* Director August 31, 1994
Thomas R. Glass
</TABLE>
II-4

<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Director August 31, 1994
George R. Lewis
* Director August 31, 1994
G. Bruce Miller
* Director August 31, 1994
T. Justin Moore, Jr.
* Director August 31, 1994
Richard L. Morrill
* Director August 31, 1994
Lloyd U. Noland, III
* Director August 31, 1994
William G. Reynolds, Jr.
* Director August 31, 1994
Kenneth S. White
</TABLE>

* William N. Stoyko, by signing his name hereto, signs this document on behalf
of each of the persons indicated by an asterisk above pursuant to powers of
attorney duly executed by such persons and filed herewith with the Securities
and Exchange Commission.
William N. Stoyko
Attorney-in-Fact
II-5

<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
<S> <C> <C>
1.1 Form of Common Stock Underwriting Agreement.
1.2 Form of Preferred Stock Underwriting Agreement.
1.3 Form of Debt Securities Underwriting Agreement.
4.1 Form of Indenture for Senior Debt Securities.
4.2 Indenture for Subordinated Debt Securities, dated as of November 25, 1992, incorporated herein by
reference to Exhibit 4.1 to Form 8-K dated November 18, 1992, File No. 0-8829.
4.3 Restated Articles of Incorporation of Central Fidelity Banks, Inc. adopted March 14, 1990, incorporated
herein by reference to Exhibit 3.1 to Form 8 dated May 22, 1992, File No. 0-8829.
4.4 Articles of Amendment (to Restated Articles of Incorporation) of Central Fidelity Banks, Inc., dated
May 18, 1993.
4.5 Restated By-Laws of Central Fidelity Banks, Inc. effective March 14, 1990, incorporated herein by
reference to Exhibit 3.2 to Form 8, dated May 22, 1992, File No. 0-8829.
4.6 Form of Common Stock Certificate, incorporated herein by reference to Exhibit 4.5 to Form S-3
Registration Statement, filed May 27, 1992, File No. 33-48012.
4.7 Form of Preferred Stock Certificate.*
5 Opinion of Williams, Mullen, Christian & Dobbins.
12 Computation of Ratios of Earnings to Fixed Charges.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Williams, Mullen, Christian & Dobbins (reference is made to Exhibit 5).
24 Powers of Attorney.
25.1 Statement of Eligibility and Qualification on Form T-1 of Chemical Bank, as Trustee under the
Subordinated Indenture, under the Trust Indenture Act of 1939, as amended, incorporated herein by
reference to Exhibit 26 to Form S-3 Registration Statement, filed November 13, 1992, File No. 33-53884.
25.2 Statement of Eligibility of Trustee for Senior Indenture.*
</TABLE>

*To be filed by post-effective amendment or by current report on Form 8-K
pursuant to the Securities Exchange Act of 1934, as amended, as appropriate.

Exhibit 1.1

CENTRAL FIDELITY BANKS, INC.

Common Stock
(par value $5.00 per share)

UNDERWRITING AGREEMENT

_____________, 1994

To the Representatives of the several
Underwriters named in the respective
Pricing Agreements hereinafter described.

Dear Sirs:

From time to time Central Fidelity Banks, Inc., a Virginia corporation
(the "Company"), proposes to enter into one or more Pricing Agreements (each
a "Pricing Agreement") in the form of Annex I hereto, with such modifications
as the parties thereto may determine, and subject to the terms and conditions
stated herein and therein, to issue and sell to the firms named in Schedule
I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain shares of its Common Stock, par value $5.00 per
share (the "Shares"), specified in Schedule II to such Pricing Agreement
(with respect to such Pricing Agreement, the "Initial Shares"). If specified
in such Pricing Agreement, the Company may grant to the Underwriters the
right to purchase at their election an additional number of shares, specified
in such Pricing Agreement as provided in Section 2 hereof (the "Option
Shares"). The Initial Shares and Option Shares, if any, which the
Underwriters elect to purchase pursuant to Section 2 hereof are herein
collectively called the "Offered Shares".

The terms and rights of any particular issuance of Offered Shares shall
be as specified in the Pricing Agreement related thereto. This Underwriting
Agreement shall not be construed as an obligation of the Company to sell any
of the Shares or as an obligation of any of the Underwriters to purchase any
of the Shares. The obligation of the Company to issue and sell any of the
Shares and the obligation of any of the Underwriters to purchase any of the
Shares shall be evidenced by the Pricing Agreement with respect to the
Offered Shares specified therein.

Particular sales of Offered Shares may be made from time to time to the
Underwriters of such Shares, for whom the firms designated as representatives
of the Underwriters of such Shares in the applicable Pricing Agreement will
act as representatives (the "Representatives", which term also refers to a
single firm acting as sole representative of the Underwriters and to
Underwriters who act without any firm being designated as their
representative). Each Pricing Agreement shall specify the aggregate number
of Initial Shares, the maximum number of Option Shares, if any, the initial
public offering price or the manner of determining such price, the purchase
price to the Underwriters of such Offered Shares, the names of the
Underwriters of such Offered Shares, the names of the Representatives of such
Underwriters, and the number of such Offered Shares to be purchased by each
Underwriter and shall set forth the date, time and manner of delivery of such
Initial and Option Shares, if any, and payment therefor. The Pricing
Agreement shall also specify, to the extent not set forth in the registration
statement and prospectus with respect thereto, the terms of such Offered
Shares. A Pricing Agreement may take the form of exchange of any standard
form of written telecommunication between the Underwriters and the Company.
The obligations of the Underwriters under this Agreement and the Pricing
Agreement shall be several and not joint.

SECTION 1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each of the Underwriters as follows:

(a) A registration statement on Form S-3 (File No. 33-______) in
respect of the Shares has been filed with the Securities and Exchange
Commission (the "Commission); such registration statement and any
post-effective amendment thereto, each in the form heretofore delivered or to
be delivered to the Representatives and delivered or to be delivered,
excluding exhibits to such registration statement, but including all
documents incorporated by reference in the prospectus included therein, to
the Representatives for each of the other Underwriters have been declared
effective by the Commission in such form; no other document with respect to
such registration statement or document incorporated by reference therein has
heretofore been filed, or transmitted for filing, with the Commission (other
than prospectuses filed pursuant to Rule 424(b) of the rules and regulations
of the Commission under the Securities Act of 1933, as amended (the "Act"),
each in the form heretofore delivered to the Representatives); and no stop
order suspending the effectiveness of such registration statement has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission (any preliminary prospectus included in such registration
statement or filed with the Commission pursuant to Rule 424(a) under the Act,
is hereinafter called a "Preliminary Prospectus"; the various parts of such
registration statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the registration
statement at the time such part of the registration statement became
effective, each as amended at the time such part of the registration
statement became effective, are hereinafter collectively called the
"Registration Statement"; the prospectus relating to the Shares, in the form
in which it has most recently been filed, or transmitted for filing, with the
Commission on or prior to the date of this Agreement, is hereinafter called
the "Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to the applicable form under the Act, as of the
date of such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment or supplement to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any documents filed after
the date of such Preliminary Prospectus or Prospectus, as the case may be,
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and incorporated by reference in such Preliminary Prospectus or Prospectus,
as the case may be; any reference to any amendment to the Registration
Statement shall be deemed to refer to and include any annual report of the
Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after
the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement; and any reference to the Prospectus
as amended or supplemented shall be deemed to refer to the Prospectus as
amended or supplemented in relation to the applicable Offered Shares in the
form in which it is filed with the Commission pursuant to Rule 424(b) under
the Act in accordance with Section 3(a) hereof, including any documents
incorporated by reference therein as of the date of such filing);

(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
complied in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the Prospectus or
any further amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will comply
in all material respects to the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter of Offered Shares through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Shares;

(c) The Registration Statement and the Prospectus comply, and any
further amendments or supplements to the Registration Statement or the
Prospectus will comply, in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder and do not and
will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing date as
to the Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of Offered
Shares through the Representatives expressly for use in the Prospectus as
amended or supplemented relating to such Shares;

(d) The Company meets the requirements for the use of Form S-3 under
the Act;

(e) Neither the Company nor any of its direct or indirect subsidiaries
(collectively, the "Subsidiaries") has sustained since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, (i) there has not been any change in the
capital stock or long-term debt of the Company or any of its Subsidiaries or
any material adverse change in the conduct of the business, condition
(financial or otherwise), earnings, stockholders' equity, business affairs,
or business prospects of the Company and its Subsidiaries, taken as a whole,
whether or not arising in the ordinary course of business, and (ii) there
have been no material transactions entered into by the Company or any of its
Subsidiaries other than those in the ordinary course of business, except, in
the case of (i) or (ii), for those set forth or contemplated in the
Prospectus and any amendment or supplement thereto. For purposes of this
Agreement, the term "Subsidiaries" shall not include or refer to any joint
venture of the Company or any of its Subsidiaries formed to dispose of
property acquired through loan default or foreclosure (each a "Joint
Venture"). Each such Joint Venture is not, and could not reasonably be
expected to be, material to the business or financial condition of the
Company and its Subsidiaries taken as a whole;

(f) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the Commonwealth of
Virginia, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus and to
enter into and perform its obligations under this Agreement and the Pricing
Agreement; the Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which its ownership
or leasing of properties or the conduct of its business requires such
qualification, except where the failure to so qualify would not have a
material adverse effect on the conduct of the business, condition (financial
or otherwise), earnings, stockholders' equity, business affairs, or business
prospects of the Company and its subsidiaries, taken as a whole;

(g) Each of the Subsidiaries has been duly incorporated or
organized, as the case may be, and is validly existing either as a
national bank chartered under the National Bank Act, mortgage company in
good standing under the banking or mortgage laws of the Commonwealth of
Virginia, or as a corporation in good standing under the laws of the
jurisdiction of its incorporation, as applicable, and is duly qualified
to transact business and is in good standing in each jurisdiction in
which its ownership or leasing of properties or the conduct of its
business requires such qualification, except where the failure to so
qualify would not have a material adverse effect on the conduct of the
business, condition (financial or otherwise), earnings, stockholders'
equity, business affairs or business prospects of the Company and its
Subsidiaries, taken as a whole; all of the issued shares of capital
stock of each of the Subsidiaries has been duly and validly authorized
and issued and are fully paid and nonassessable (except to the extent
provided in 12 U.S.C. section 55 or any comparable provision of state
law), and is owned by the Company, directly or through Subsidiaries,
free and clear of any mortgage, pledge, lien, encumbrance, claim or
equity whatsoever;

(h) The Company is duly registered and in good standing as a bank
holding company under the Bank Holding Company Act of 1956, as amended. The
deposit accounts of each of the Company's domestic bank subsidiaries are
insured by the Bank Insurance Fund of the Federal Deposit Insurance
Corporation ("FDIC") to the fullest extent permitted by law and the rules and
regulations of the FDIC, and no proceedings for the termination of such
insurance are pending or, to the best of the Company's knowledge, threatened.
Neither the Company nor any of its Subsidiaries is a party to or otherwise
the subject of any consent decree, memorandum of understanding, written
commitment or other written supervisory agreement with the Board of Governors
of the Federal Reserve System, the Office of the Comptroller of the Currency
or any other Federal or state authority or agency charged with the
supervision or insurance of depositary institutions or their holding
companies;

(i) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued and are fully paid and
non-assessable;

(j) The Shares have been duly and validly authorized, and, when the
Initial Shares are issued and delivered against payment therefor pursuant to
this Agreement and the Pricing Agreement with respect to such Offered Shares
and, in the case of any Option Shares, pursuant to Over-allotment Options (as
defined in Section 2 hereof) with respect to such Shares, such Offered Shares
will be duly and validly issued and fully paid and non-assessable; the Shares
conform to the summary description thereof contained in the Registration
Statement and the Offered Shares will conform to the summary description
thereof contained in the Prospectus as amended or supplemented;

(k) The issuance and sale of the Shares and the compliance by the
Company with all of the provisions of this Agreement, any Pricing Agreement
and each Over-allotment Option, if any, and the consummation of the
transactions contemplated herein and therein (i) have been duly authorized by
all necessary corporate action and (ii) will not conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound or to
which any of the property or assets of the Company is subject, other than
breaches, violations or defaults which, individually or in the aggregate,
would not have a material adverse effect on the conduct of the business,
condition (financial or otherwise), earnings, stockholders' equity, business
affairs or business prospects of the Company and its Subsidiaries taken as a
whole, nor will such action result in any violation of the provisions of the
Articles of Incorporation, Articles of Association, By-laws or other
corresponding organizational documents of the Company or any of its
Subsidiaries or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company, any of its
Subsidiaries or any of its or its Subsidiaries' properties; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the issuance and
sale of the Shares or the consummation by the Company of the transactions
contemplated by this Agreement or any Pricing Agreement or any Over-allotment
Option, except such as have been, or will have been prior to each Time of
Delivery (as defined in Section 2 hereof), obtained under the Act and the
rules and regulations of the Commission thereunder and such consents,
approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and
distribution of the Shares by the Underwriters;

(l) This Agreement has been, and the applicable Pricing Agreement, as
of the date of such Pricing Agreement, will have been, duly authorized,
executed and delivered by the Company;

(m) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
Subsidiaries is a party or of which any of their property is the subject,
which are required to be described in the Registration Statement or the
Prospectus or which might result in any material adverse effect on the
conduct of the business, condition (financial or otherwise), earnings,
stockholders' equity, business affairs, or business prospects of the Company
and its Subsidiaries, taken as a whole, or which might materially and
adversely affect the properties or assets thereof or might materially and
adversely affect the consummation of this Agreement or the applicable Pricing
Agreement; to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by
others; and all pending legal or governmental proceedings to which the
Company or any of its Subsidiaries is a party or of which any of their
property is the subject which are not described in the Registration Statement
or the Prospectus, including ordinary routine litigation incidental to the
business, are, considered in the aggregate, not material;

(n) Neither the Company nor any of its Subsidiaries is (i) in violation
of its Articles of Incorporation, Articles of Association, By-laws or other
corresponding organizational documents, or (ii) in default, nor has an event
occurred which, with notice of lapse of time, or both, would constitute a
default, in the performance or observance of any material obligation,
agreement covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is
a party or by which it or any of its properties may be bound, except for
defaults which, individually or in the aggregate, would not have a material
adverse effect on the conduct of the business, condition (financial or
otherwise), earnings, stockholders' equity, business affairs, or business
prospects of the Company and its Subsidiaries, taken as a whole;

(o) The accountants who have certified certain financial statements and
supporting schedules, if any, of the Company and its Subsidiaries included or
incorporated by reference in the Registration Statement or the Prospectus are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder;

(p) The financial statements, including the notes thereto, and
supporting schedules, if any, included or incorporated by reference in the
Registration Statement or the Prospectus present fairly the financial
position of the Company and its consolidated subsidiaries as of the dates
indicated and the results of their operations for the periods specified and
have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis. In addition, the supporting
schedules, if any, included in the Registration Statement or the Prospectus
present fairly the information required to be presented therein;

(q) The Company and its Subsidiaries possess such certificates,
authorities or permits issued by the appropriate State or Federal regulatory
agencies or bodies as are necessary to conduct any material businesses now
operated by them, and neither the Company nor any of its Subsidiaries has
received any notice of proceedings relating to the revocation or modification
of any such certificate, authority or permit which, individually or in the
aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a material adverse effect on the conduct of the business,
condition (financial or otherwise), earnings, stockholders' equity, business
affairs, or business prospects of the Company and its Subsidiaries, taken as
a whole;

(r) The Company and its Subsidiaries have good title to, or valid and
enforceable leasehold estates in, all items of real and personal property
which are stated in the Registration Statement and Prospectus to be owned or
leased by them, in each case free and clear of all liens, encumbrances,
claims, security interests and defects, other than those the aggregate amount
of which are referred to in the Registration Statement and the Prospectus and
other than those which do not have a material adverse effect on the business,
financial condition or prospects of the Company and the Subsidiaries, taken
as a whole; and

(s) The Company and each of its Subsidiaries have filed all Federal,
state, local and foreign tax returns which are required to be filed by any of
them or have requested extensions thereof and have paid all taxes shown on
such returns and all assessments received by any of them to the extent that
the same have become due and are not being contested in good faith.

SECTION 2. Sale and Delivery of Shares.

Upon the execution of the Pricing Agreement applicable to any Offered
Shares and authorization by the Representatives of the release of the Initial
Shares, the several Underwriters propose to offer the Initial Shares for sale
upon the terms and conditions set forth in the Pricing Agreement and the
Prospectus as amended or supplemented.

The Company may specify in the Pricing Agreement applicable to any
Offered Shares that the Company thereby grants to the Underwriters the right
(an "Over-allotment Option") to purchase at their election up to the number
of Option Shares set forth in such Pricing Agreement, on the terms set forth
herein and in the Pricing Agreement for the sole purpose of covering
over-allotments in the sale of the Initial Shares. Any such election to
purchase Option Shares may be exercised by written notice from the
Representatives to the Company, given within 30 calendar days of the date of
the Pricing Agreement, setting forth the aggregate number of Option Shares to
be purchased and the date on which such Option Shares are to be delivered, as
determined by the Representatives but in no event earlier than the First Time
of Delivery (as defined in this Section 2) or, unless the Representatives and
the Company otherwise agree in writing, earlier than two or later than ten
business days after the date of such notice set forth in such Pricing
Agreement.

The number of Option Shares to be added to the number of Initial Shares
to be purchased by each Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Offered Shares shall be, in each case, the
number of Option Shares which the Company has been advised by the
Representatives have been attributed to such Underwriter; provided that, if
the Company has not been so advised, the number of Option Shares to be so
added shall be, in each case, that proportion of Option Shares which the
number of Initial Shares to be purchased by such Underwriter under such
Pricing Agreement bears to the aggregate number of Initial Shares (rounded as
the Representatives may determine to the nearest 100 shares). The total
number of Offered Shares to be purchased by all the Underwriters pursuant to
such Pricing Agreement shall be the aggregate number of Initial Shares set
forth in Schedule I to such Pricing Agreement plus the aggregate number of
Option Shares which the Underwriters elect to purchase.

Certificates for the Initial Shares and the Option Shares to be
purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing Agreement and in such
authorized denominations and registered in such names as the Representatives
may request upon at least forty eight hours' prior notice to the Company,
shall be delivered by or on behalf of the Company to the Representatives for
the account of such Underwriter, against payment by such Underwriter or on
its behalf of the purchase price therefor by certified or official bank check
or checks, payable to the order of the Company in the funds specified in such
Pricing Agreement, (i) with respect to the Initial Shares, all in the manner
and at the place and time and date specified in such Pricing Agreement or at
such other place and time and date as the Representatives and the Company may
agree upon in writing, such time and date being herein called the "First Time
of Delivery" and (ii) with respect to the Option Shares, if any, in the
manner and at the time and date specified by the Representatives in the
written notice given by the Representatives of the Underwriters' election to
purchase such Option Shares, or at such other time and date as the
Representatives and the Company may agree upon in writing, such time and
date, if not the First Time of Delivery, herein called the "Second Time of
Delivery". Each such time and date for delivery is herein called a "Time of
Delivery".

SECTION 3. Covenants of the Company. The Company covenants with each
of the Underwriters of any Offered Shares as follows:

(a) To prepare the Prospectus as amended and supplemented in relation
to the applicable Offered Shares in a form approved by the Representatives
and to file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission's close of business on the second business day following
the execution and delivery of the Pricing Agreement relating to the
applicable Offered Shares or, if applicable, such earlier time as may be
required by Rule 424(b); to make no further amendment or any supplement to
the Registration Statement or Prospectus as amended or supplemented after the
date of the Pricing Agreement relating to such Shares and prior to any Time
of Delivery for such Shares which shall be disapproved by the Representatives
for such Shares promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after any Time
of Delivery for such Shares and furnish the Representatives with copies
thereof; to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the
delivery of a prospectus is required in connection with the offering or sale
of such Shares, and during such same period to advise the Representatives,
promptly after it receives notice thereof, of the time when any amendment to
the Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed with
the Commission, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of any prospectus relating to the
Offered Shares, of the suspension of the qualification of such Shares for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or Prospectus or for
additional information; and, in the event of the issuance of any such stop
order or of any such order preventing or suspending the use of any prospectus
relating to the Offered Shares or suspending any such qualification, promptly
to use its best efforts to obtain the withdrawal of such order.

(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Offered Shares for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long
as may be necessary to complete the distribution of such Shares, provided
that in connection therewith the Company shall not be required to qualify as
a foreign corporation or to file a general consent to service of process in
any jurisdiction.

(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the Offered
Shares and if at such time any event shall have occurred as a result of which
the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or,
if for any other reason it shall be necessary during such same period to
amend or supplement the Prospectus or to file under the Exchange Act any
document incorporated by reference in the Prospectus in order to comply with
the Act or the Exchange Act, to notify the Representatives and upon their
request to file such document and to prepare and furnish without charge to
each Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance.

(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c) under
the Act), an earnings statement of the Company and its subsidiaries (which
need not be audited) complying with Section 11 (a) of the Act and the rules
and regulations of the Commission thereunder (including, at the option of the
Company, Rule 158).

(e) During the period beginning from the date of the Pricing Agreement
for such Offered Shares and continuing to and including the later of (i) the
date specified in the Pricing Agreement for such Offered Shares and (ii) the
last Time of Delivery for such Offered Shares, not to offer, sell, contract
to sell or otherwise dispose of, except as provided hereunder, the Company's
Common Stock or any securities of the Company that are substantially similar
to the Company's Common Stock, including but not limited to any securities
that are convertible into or exchangeable for, or that represent the right to
receive, the Company's Common Stock or any such substantially similar
securities (other than pursuant to (i) employee benefit or stock option plans
(including the Company's Stock and Thrift Plan, Employee Stock Incentive Plan
and Incentive Stock Option Plans), (ii) the Stock Compensation Plan for Non-
Employee Directors, (iii) the Stock Purchase Plans (including dividend
reinvestment in shares of Common Stock) and (iv) such similar plans as may be
existing on, or upon the conversion of convertible or exchangeable securities
outstanding as of, the date of the Pricing Agreement for such Offered Shares)
without the prior written consent of the Representatives;

(f) To use the net proceeds received by it from the sale of the Offered
Shares in the manner specified in the Prospectus, as amended or supplemented,
under "Use of Proceeds";

(g) To use its best efforts to cause the Shares to be included for
quotation on the Nasdaq National Market and will use every reasonable effort
to maintain the quotation of the Shares on the Nasdaq National Market; and

(h) To furnish to the Representatives copies of all reports and
communications delivered to the Company's stockholders or to holders of the
Shares as a class and will also furnish copies of all reports (excluding
exhibits) filed with the Commission on forms 8-K, 10-Q and 10-K, and all
other reports and information furnished to its stockholders generally, not
later than the time such reports are first furnished to its stockholders
generally as the Representatives may reasonably request.

SECTION 4. Payment of Expenses. The Company covenants and agrees with
the several Underwriters that the Company will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the Company's counsel
and accountants in connection with the registration of the Shares under the
Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost
of printing or producing any Agreement among Underwriters, this Agreement,
any Pricing Agreement, any Blue Sky Memorandum, closing documents (including
compilations thereof) and any other documents in connection with the
offering, purchase, sale and delivery of the Shares; (iii) all expenses in
connection with the qualification of the Shares for offering and sale under
state securities laws as provided in Section 3(b) hereof, including the fees
and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky survey(s); (iv) any filing
fees incident to any required reviews by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Shares; (v) the cost
of preparing certificates for the Shares; (vi) the cost and charges of any
transfer agent or registrar or dividend disbursing agent; and (vii) all other
costs and expenses incident to the performance of its obligations hereunder
and under any Over-allotment Options which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 6 and 9 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Shares by them, and any advertising
expenses connected with any offers they may make.

SECTION 5. Conditions. The obligations of the Underwriters of any
Offered Shares under the Pricing Agreement relating to such Offered Shares
shall be subject, in the discretion of the Representatives, to the condition
that all representations and warranties of the Company in or incorporated by
reference in the Pricing Agreement relating to such Offered Shares are, at
and as of each Time of Delivery for such Offered Shares, true and correct, to
the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional
conditions:

(a) The Prospectus as amended or supplemented in relation to such
Offered Shares shall have been filed with the Commission pursuant to Rule
424(b) within the applicable time period prescribed for such filing by the
rules and regulations under the Act and in accordance with Section 3(a)
hereof; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for
that purpose shall have been initiated or threatened by the Commission; and
all requests for additional information on the part of the Commission shall
have been complied with to the Representatives' reasonable satisfaction.

(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated each Time of Delivery for
such Offered Shares, with respect to the validity of the Offered Shares, the
Registration Statement, the Prospectus and such other related matters as the
Representatives may reasonably request, and such counsel shall have received
such papers and information as they may reasonably request to enable them to
pass upon such matters.

(c) Counsel for the Company satisfactory to the Representatives shall
have furnished to the Representatives their written opinions, dated each Time
of Delivery for such Offered Shares, respectively, in form and substance
satisfactory to the Representatives, to the effect that:

(i) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the Commonwealth of
Virginia, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus as amended or
supplemented and to enter into and perform its obligations under this
Agreement and the Pricing Agreement;

(ii) The Company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which
it owns or leases property or conducts business so as to require such
qualification, except where the failure to so qualify would not have a
material adverse effect on the business or financial condition of the
Company and its Subsidiaries taken as a whole (such counsel being
entitled to rely in respect of the opinion in this clause upon the
opinions of local counsel and in respect of matters of fact upon
certificates of officers of the Company and its Subsidiaries, provided
that such counsel shall state that they believe that both the
Representatives and they are justified in relying upon such opinions and
certificates);

(iii) The Company is duly registered and in good standing as a
bank holding company under the Bank Holding Company Act of 1956, as
amended. The deposit accounts of each of the Company's domestic bank
subsidiaries are insured by the Bank Insurance Fund of the FDIC to the
fullest extent permitted by law and the rules and regulations of the
FDIC, and no proceedings for the termination of such insurance are
pending or, to the best of such counsel's knowledge, threatened. To the
best of such counsel's knowledge, neither the Company nor any of its
Subsidiaries is a party to or otherwise the subject of any consent
decree, memorandum of understanding, written commitment or other written
supervisory agreement with the Board of Governors of the Federal Reserve
System, the Office of the Comptroller of the Currency or any other
Federal or state authority or agency charged with the supervision or
insurance of depositary institutions or their holding companies;

(iv) Central Fidelity National Bank (the "Bank") has been duly
organized and is validly existing as a national banking association in
good standing under the National Bank Act and is duly qualified to
transact business and is in good standing in each jurisdiction in which
it owns or leases properties or conducts business so as to require such
qualification, except where the failure to so qualify would not have a
material adverse effect on the business or financial condition of the
Company and its Subsidiaries taken as a whole; all of the issued and
outstanding shares of capital stock of the Bank have been duly and
validly authorized and issued and are fully paid and non-assessable
(except to the extent provided in 12 U.S.C. section 55 or any comparable
provision of state law); and all of the issued and outstanding capital
stock of the Bank (other than directors' qualifying shares) is owned by
the Company free and clear of any perfected security interest and, to
the best of such counsel's knowledge, any other security interests,
claims, liens or encumbrances (such counsel being entitled to rely in
respect of the opinion in this clause upon the opinions of local counsel
and in respect of matters of fact upon certificates of officers of the
Company and its Subsidiaries, provided that such counsel shall state
that they believe that both the Representatives and they are justified
in relying upon such opinions and certificates);

(v) This Agreement and the Pricing Agreement with respect to the
Offered Shares have been duly authorized, executed and delivered by the
Company;

(vi) The Company has an authorized capitalization as set forth in
the Prospectus as amended or supplemented, and all of the issued and
outstanding shares of capital stock of the Company (including the
Offered Shares being delivered at such Time of Delivery) have been duly
and validly authorized and issued and are fully paid and non-assessable;
the form of certificates used to evidence the shares of capital stock of
the Company (including the Offered Shares being delivered at such Time
of Delivery) is in due and proper form and complies with all statutory
requirements of Virginia law; and the Offered Shares conform in all
material respects to the summary description thereof in the Prospectus
as amended or supplemented;

(vii) To the best of such counsel's knowledge and other than as
set forth in the Prospectus, there are no legal or governmental
proceedings pending to which the Company or any of its Subsidiaries or
Joint Ventures is a party or of which any of their property is the
subject, which are required to be described in the Registration
Statement or the Prospectus and are not so described as required or
which might have a material adverse effect on the business or financial
condition of the Company and its Subsidiaries taken as a whole; and to
the best of such counsel's knowledge, no such proceedings are threatened
or contemplated by governmental authorities or threatened by others;

(viii) To the best of such counsel's knowledge, (i) there are no
contracts, indentures, mortgages, loan agreements, notes, leases or
other instruments required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits thereto other than
described therein or filed or incorporated by reference as exhibits
thereto, and (ii) no material default by the Company exists in the due
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument so described, filed or
incorporated by reference, which would have a material adverse effect on
the business or financial condition of the Company and its Subsidiaries
taken as a whole;

(ix) The issuance and sale of the Offered Shares being delivered
at such Time of Delivery and the compliance by the Company with all of
the provisions of this Agreement and the Pricing Agreement with respect
to the Offered Shares and the consummation of the transactions herein
and therein contemplated (A) have been duly authorized by all necessary
corporate action and (B) will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the Company or
the Bank is a party or by which the Company or the Bank is bound or to
which any of their property or assets is subject, other than breaches,
violations or defaults which, individually or in the aggregate, would
not have a material adverse effect on the business or financial
condition of the Company and its Subsidiaries taken as a whole, nor will
such actions result in any violation of the provisions of the Articles
of Incorporation, Articles of Association, or By-laws of the Company or
the Bank or any statute or any order, rule or regulation known to such
counsel of any court or governmental agency or body having jurisdiction
over the Company or the Bank or any of their properties;

(x) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is
required for the issuance and sale of the Offered Shares being delivered
at such Time of Delivery or the consummation by the Company of the
transactions contemplated by this Agreement or the applicable Pricing
Agreement, except such as have been obtained under the Act, the rules
and regulations of the Commission thereunder, the Exchange Act and the
rules and regulations of the Commission thereunder and such consents,
approvals, authorizations, orders, registrations or qualifications as
may be required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Offered Shares by the
Underwriters;

(xi) Neither the Company nor the Bank is in violation of its
Articles of Incorporation, Articles of Association, or By-laws or in
default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument to
which it is a party or by which it or any of its properties may be bound
except for defaults which, individually or in the aggregate, would not
have a material adverse effect on the business or financial condition of
the Company and its Subsidiaries taken as a whole;

(xii) The statements set forth in the Registration Statement and
the Prospectus as amended or supplemented under the captions
"Description of Capital Stock" and "Description of Shares", insofar as
such statements purport to constitute a summary of the documents and
matters of law referred to therein, are accurate summaries and fairly
present the information called for with respect to such documents and
matters of law;

(xiii) The documents incorporated by reference in the Prospectus
as amended or supplemented (other than the financial statements and
related notes and schedules thereto, descriptions of accounting
treatment and other financial or statistical information included or
incorporated by reference therein (collectively, the "financial
information"), as to which such counsel need express no opinion), when
they were filed with the Commission, complied as to form in all material
respects with the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder; and they have no reason to
believe that any of such documents, when they were so filed, contained
an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made when such documents were so
filed, not misleading;

(xiv) The Registration Statement and the Prospectus as amended or
supplemented, and any further amendments and supplements thereto made by
the Company prior to such Time of Delivery (other than the financial
information, as to which such counsel need express no opinion), comply
as to form in all material respects with the requirements of the Act and
the rules and regulations thereunder; and

(xv) Although such counsel does not assume any responsibility for
the accuracy, completeness or fairness of the statements contained in
the Registration Statement or the Prospectus, except for those referred
to in the opinion in subsection (xii) of this Section 5(c), they have no
reason to believe that, as of its effective date, the Registration
Statement or any further amendment thereto made by the Company prior to
such Time of Delivery (other than the financial information, as to which
such counsel need express no opinion) contained an untrue statement of
a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that, as of its date, the Prospectus as amended or
supplemented or any further amendment or supplement thereto made by the
Company prior to such Time of Delivery (other than the financial
information, as to which such counsel need express no opinion) contained
an untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or that, as of
such Time of Delivery, either the Registration Statement or the
Prospectus as amended or supplemented or any further amendment or
supplement thereto made by the Company prior to such Time of Delivery
(other than the financial information, as to which such counsel need
express no opinion) contains an untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; and they do not know of any amendment to the Registration
Statement required to be filed or any document required to be filed as
an exhibit to the Registration Statement or required to be incorporated
by reference into the Prospectus as amended or supplemented or required
to be described in the Registration Statement or the Prospectus as
amended or supplemented which are not filed or incorporated by reference
or described as required.

(d) On the date of the Pricing Agreement for such Offered Shares and at
each Time of Delivery for such Offered Shares, the independent accountants of
the Company who have certified the financial statements of the Company and
its subsidiaries included or incorporated by reference in the Registration
Statement shall have furnished to the Representatives a letter, dated the
date of the Pricing Agreement and a letter dated such Time of Delivery,
respectively, to the effect set forth in Annex II hereto, and with respect to
such letter dated such Time of Delivery, as to such other matters as the
Representatives may reasonably request and in form and substance satisfactory
to the Representatives.

(e) (i) Neither the Company nor any of its Subsidiaries shall have
sustained, since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus as amended prior to the date
of the Pricing Agreement relating to the Offered Shares, any loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the Pricing
Agreement relating to the Offered Shares, and (ii) since the respective dates
as of which information is given in the Prospectus as amended prior to the
date of the Pricing Agreement relating to the Offered Shares there shall not
have been any change in the capital stock or long-term debt of the Company or
any of its Subsidiaries or any change in the conduct of the business,
condition (financial or otherwise), earnings, stockholders' equity, business
affairs, or business prospects of the Company and its Subsidiaries, taken as
a whole, whether or not arising in the ordinary course of business, otherwise
than as set forth or contemplated in the Prospectus as amended prior to the
date of the Pricing Agreement relating to the Offered Shares, the effect of
which, in any such case described in clause (i) or (ii), is in the judgment
of the Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Offered Shares on the terms and in the manner contemplated in the Prospectus
as amended relating to the Offered Shares.

(f) On or after the date of the Pricing Agreement relating to the
Offered Shares (i) no downgrading shall have occurred in the rating accorded
any of the Company's debt securities or preferred stock by any "nationally
recognized statistical rating organization", as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the
Company's debt securities or preferred stock.

(g) On or after the date of the Pricing Agreement relating to the
Offered Shares there shall not have occurred any of the following: (i) a
suspension or material limitation in trading in securities generally on the
New York Stock Exchange or on the Nasdaq National Market; (ii) a suspension
or material limitation in trading in the Company's securities on the Nasdaq
National Market; (iii) a general moratorium on commercial banking activities
declared by either Federal or New York or Virginia state authorities; or (iv)
the outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the
effect of any such event specified in this Clause (iv) in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Initial Shares or Option Shares or
both on the terms and in the manner contemplated in the Prospectus as first
amended or supplemented relating to the Offered Shares.

(h) The Offered Shares at each Time of Delivery shall have been duly
approved, subject to notice of issuance, for quotation on the Nasdaq National
Market.

(i) The Company shall have furnished or caused to be furnished to the
Representatives at each Time of Delivery for the Offered Shares certificates
of officers of the Company satisfactory to the Representatives as to the
accuracy of the representations and warranties of the Company herein at and
as of such Time of Delivery, as to the performance by the Company of all of
its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (e) of this
Section and as to such other matters as the Representatives may reasonably
request.

SECTION 6. Indemnification.

(a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus
as amended or supplemented and any other prospectus relating to the Shares,
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Shares, or any such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Offered Shares
through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Shares.

(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Shares, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Shares, or any such amendment or supplement,
in reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives expressly for use
therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have
to any indemnified party otherwise than under such subsection. In case any
such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying
party shall not be liable to such indemnified party under such subsection for
any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified
party, effect the settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action or claim in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include any statement as to or
an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.

(d) If the indemnification provided for in this Section 6 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters of the Offered Shares on the other from the offering of the
Offered Shares to which such loss, claim, damage or liability (or action in
respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, or if the
indemnified party failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters of the Offered Shares on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and such Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from
such offering (before deducting expenses) received by the Company bear to the
total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company
and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the applicable Offered Shares underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the
Underwriters of Offered Shares in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations with
respect to such Shares and not joint.

(e) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section 6 shall be in addition to any
liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of
the Company and to each person, if any, who controls the Company within the
meaning of the Act.

SECTION 7. Default of Underwriters.

(a) If any Underwriter shall default in its obligation to purchase the
Initial Shares or Option Shares which it has agreed to purchase under the
Pricing Agreement relating to such Shares, the Representatives may in their
discretion arrange for themselves or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six
hours after such default by any Underwriter the Representatives do not
arrange for the purchase of such Initial Shares or Option Shares, as the case
may be, then the Company shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties satisfactory to
the Representatives to purchase such Shares on such terms. In the event
that, within the respective prescribed period, the Representatives notify the
Company that they have so arranged for the purchase of such Shares, or the
Company notifies the Representatives that it has so arranged for the purchase
of such Shares, the Representatives or the Company shall have the right to
postpone a Time of Delivery for such Shares for a period of not more than
seven days, in order to effect whatever changes may thereby be made necessary
in the Registration Statement or the Prospectus as amended or supplemented,
or in any other documents or arrangements, and the Company agrees to file
promptly any amendments or supplements to the Registration Statement or the
Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include
any person substituted under this Section with like effect as if such person
had originally been a party to the Pricing Agreement with respect to such
Offered Shares.

(b) If, after giving effect to any arrangements for the purchase of the
Initial Shares or Option Shares, as the case may be, of a defaulting
Underwriter or Underwriters by the Representatives and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of
the Initial Shares or Option Shares, as the case may be, to be purchased at
the respective Time of Delivery, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the number of Initial
Shares or Option Shares, as the case may be, which such Underwriter agreed to
purchase under the Pricing Agreement relating to such Offered Shares and, in
addition, to require each non-defaulting Underwriter to purchase its pro-rata
share (based on the number of Initial Shares or Option Shares, as the case
may be, which such Underwriter agreed to purchase under such Pricing
Agreement) of the Initial Shares or Option Shares, as the case may be, of
such defaulting Underwriter or Underwriters for which such arrangements have
not been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the
Initial Shares or Option Shares, as the case may be, of a defaulting
Underwriter or Underwriters by the Representatives and the Company as
provided in subsection (a) above, the aggregate number of Initial Shares or
Option Shares, as the case may be, which remains unpurchased exceeds
one-eleventh of the aggregate number of the Initial Shares or Option Shares,
as the case may be, to be purchased at the respective Time of Delivery, as
referred to in subsection (b) above, or if the Company shall not exercise the
right described in subsection (b) above to require non-defaulting
Underwriters to purchase Initial Shares or Option Shares, as the case may be,
of a defaulting Underwriter or Underwriters, then the Pricing Agreement
relating to such Initial Shares or the Over-allotment Option relating to such
Option Shares, as the case may be, shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company,
except for the expenses to be borne by the Company and the Underwriters as
provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter
from liability for its default.

SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or
on behalf of any Underwriter or any controlling person of any Underwriter, or
the Company, or any officer or director or controlling person of the Company,
and shall survive delivery of and payment for the Shares.

SECTION 9. Termination of Agreement. If any Pricing Agreement or
Over-allotment Option shall be terminated pursuant to Section 7 hereof, the
Company shall not then be under any liability to any Underwriter with respect
to the Initial Shares or Optional Shares with respect to which such Pricing
Agreement shall have been terminated except as provided in Sections 4 and 6
hereof; but, if for any other reason, Offered Shares are not delivered by or
on behalf of the Company as provided herein, the Company will reimburse the
Underwriters through the Representatives for all out-of-pocket expenses
approved in writing by the Representatives, including fees and disbursements
of counsel, reasonably incurred by the Underwriters in making preparations
for the purchase, sale and delivery of such Offered Shares, but the Company
shall then be under no further liability to any Underwriter with respect to
such Offered Shares except as provided in Sections 4 and 6 hereof.

SECTION 10. Notices. In all dealings hereunder, the Representatives of
the Underwriters of Offered Shares shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriter made
or given by such Representatives jointly or by such of the Representatives,
if any, as may be designated for such purpose in the Pricing Agreement.

All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to the address of the Representatives as set forth
in the Pricing Agreement; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company set forth
in the Registration Statement, Attention: Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 6(c) hereof shall be
delivered or sent by mail, telex or facsimile transmission to such
Underwriter as its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by the Representatives upon request. Any such statements, request,
notice or agreements shall take effect upon receipt thereof.

SECTION 11. Parties. This Agreement and each Pricing Agreement shall
be binding upon, and inure solely to the benefit of, the Underwriters, the
Company and, to the extent provided in Sections 6 and 8 hereof, the officers
and directors of the Company and each person who control the Company or any
Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire to have any right
under or by virtue of this Agreement or any such Pricing Agreement. No
purchaser of any of the Shares from any Underwriter shall be deemed a
successor or assign by reason merely of such purchase.

SECTION 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

Very truly yours,

CENTRAL FIDELITY BANKS, INC.

By: ______________________
Name:
Title:

ANNEX I

Pricing Agreement

_________________, 19__

[Name(s) of Representative(s)]
As Representatives of the several
Underwriters-named in Schedule I hereto

Dear Sirs:

Central Fidelity Banks, Inc., a corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated ____________, 1994 (the "Underwriting Agreement"), to issue
and sell to the Underwriters named in Schedule I hereto (the "Underwriters")
the Shares specified in Schedule II hereto (the "Offered Shares" consisting
of Initial Shares and any Option Shares the Underwriters may elect to
purchase). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be
a part of this Agreement to the same extent as if such provisions had been
set forth in full herein, and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty which refers
to the Prospectus in Section 1 of the Underwriting Agreement shall be deemed
to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in
relation to the Prospectus as amended or supplemented relating to the Offered
Shares which are the subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The Representatives designated to act on behalf of the
Underwriters of the Offered Shares pursuant to Section 10 of the Underwriting
Agreement and the address of the Representatives referred to in such Section
10 are set forth in Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Offered Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, [(a)] the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company,
at the time and place and at the purchase price to the Underwriters set forth
in Schedule II hereto, the number of Initial Shares set forth opposite the
name of such Underwriter in Schedule I hereto [and, (b) in the event and to
the extent that the Underwriters shall exercise the election to purchase
Option Shares, as provided below, the Company agrees to issue and sell to
each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company at the purchase price to the
Underwriters set forth in Schedule II hereto that portion of the number of
Option Shares as to which such election shall have been exercised].

[The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Option Shares set forth
opposite the name of such Underwriter in Schedule I hereto on the terms
referred to in the paragraph above for the sole purpose of covering
over-allotments in the sale of the Initial Shares. Any such election to
purchase Option Shares may be exercised by written notice from the
Representatives to the Company given within a period of 30 calendar days
after the date of this Pricing Agreement, setting forth the aggregate number
of Option Shares to be purchased and the date on which such Option Shares are
to be delivered, as determined by the Representatives, but in no event
earlier than the First Time of Delivery or, unless the Representatives and
the Company otherwise agree in writing, no earlier than two or later than ten
business days after the date of such notice.]

This Pricing Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one
and the same instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us [one for the Company and one for each of the Representatives
plus one for each counsel] counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon request, but
without warranty on the part of the Representatives as to the authority of
the signers thereof.

Very truly yours,

CENTRAL FIDELITY BANKS, INC.

By: _______________________________
Name:
Title:

Accepted as of the date hereof:

[Name(s) of Representatives]

By: ___________________________
Name:
Title:

On behalf of each of the Underwriters

<PAGE>

SCHEDULE I

[Maximum
Number of Number
Initial of Option
Shares Shares Which
to be May be
Underwriter Purchased Purchased]

Total . . . . --------------- ---------------

<PAGE>

SCHEDULE II

Title of Offered Shares:

Number of Offered Shares:

Number of Initial Shares:

Maximum Number of Option Shares:

Initial Offering Price to Public:

[$....... per Share] [Formula]

Purchase Price by Underwriters:

[$....... per Share] [Formula]

Form of Offered Shares

Definitive form, to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the office of [The
Depository Trust Company or its designated custodian] [the Representatives]

Specified Funds for Payment of Purchase Price:

[New York] Clearing House (next day) funds

[Describe any blackout provisions with respect to the Offered Shares]

Termination Date of "lock-up" pursuant to Section 3(e) of Underwriting
Agreement:

Time of Delivery:

________ a.m. (New York City time), ___________, 19__

Closing Location:

Names and Addresses of Representatives:

Offered Representatives:

Address for Notices, etc.:

[Other Terms]*:

* A description of particular tax, accounting or other unusual features
(including any event risk provisions) of the Offered Shares should be set
forth, or referenced to an attached or accompanying description, if
necessary, to ensure agreement as to the terms of the Offered Shares to be
purchased and sold. Such a description might appropriately be in the form in
which such features will be described in the Prospectus Supplement for the
offering.

<PAGE>
ANNEX II

Pursuant to Section 5(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;

(ii) In their opinion, the financial statements (and, if applicable, any
supplementary financial information, financial schedules, financial forecasts
and/or pro forma-financial information) audited or examined by them and
included or incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and
the related published rules and regulations thereunder, and, if applicable,
they have made a review in accordance with standards established by the
American Institute of Certified Public Accountants of the consolidated
interim financial statements, selected financial data, pro forma financial
information, financial forecasts and/or condensed financial statements
derived from audited financial statements of the Company for the periods
specified in such letter, as indicated in their reports thereon, copies of
which have been separately furnished to the representatives of the
Underwriters (the "Representatives);

(iii) They have made a review in accordance with standards established by
the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus and/or
included in the Company's quarterly reports on Form 10-Q incorporated by
reference into the Prospectus as indicated in their reports thereon copies of
which have been separately furnished to the Representatives; and on the basis
of specified procedures including inquiries of officials of the Company who
have responsibility for financial and accounting matters regarding whether
the unaudited condensed consolidated financial statements referred to in
paragraph (vi)(A)(i) below comply as to form in all material respects with
the applicable accounting requirements of the Act and the Exchange Act and
the related published rules and regulations, nothing came to their attention
that caused them to believe that the unaudited condensed consolidated
financial statements do not comply as to form in all material respects with
the applicable accounting requirements of the Act and the Exchange Act and
the related published rules and regulations;

(iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company for
the five most recent fiscal years included in the Prospectus and included or
incorporated by reference in Item 6 of the Company's Annual Report on Form
10-K for the most recent fiscal year agrees with the corresponding amounts
(after restatement where applicable) in the audited consolidated financial
statements for such five fiscal years which were included or incorporated by
reference in the Company's Annual Reports on Form 10-K for such fiscal years;

(v) They have compared the information in the Prospectus under selected
captions with the disclosure requirements of Regulation S-K and on the basis
of limited procedures specified in such letter nothing came to their
attention as a result of the foregoing procedures that caused them to believe
that this information does not conform in all material respects with the
disclosure requirements of items 301, 302, 402 and 503(d), respectively, of
Regulation S-K;

(vi) On the basis of limited procedures, not constituting an audit in
accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements and other information referred
to below, a reading of the latest available interim financial statements of
the Company and its subsidiaries, inspection of the minute books of the
Company and its subsidiaries since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus, inquiries
of officials of the Company and its subsidiaries responsible for financial
and accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused them to
believe that:

(A) (i) the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus and/or included or incorporated by reference
in the Company's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act
and the related published rules and regulations, or (ii) any material
modifications should be made to the unaudited condensed consolidated
statements of income, consolidated balance sheets and consolidated
statements of cash flows included in the Prospectus or included in the
Company's Quarterly Reports on Form 10-Q incorporated by reference in
the Prospectus, for them to be in conformity with generally accepted
accounting principles;

(B) any other unaudited income statement data and balance sheet
items included in the Prospectus do not agree with the corresponding
items in the unaudited consolidated financial statements from which such
data and items were derived, and any such unaudited data and items were
not determined on a basis substantially consistent with the basis for
the corresponding amounts in the audited consolidated financial
statements included or incorporated by reference in the Company's Annual
Report on Form 10-K for the most recent fiscal year;

(C) the unaudited financial statements which were not included in
the Prospectus but from which were derived the unaudited condensed
financial statements referred to in clause (A) and any unaudited income
statement data and balance sheet items included in the Prospectus and
referred to in Clause (B) were not determined on a basis substantially
consistent with the basis for the audited financial statements included
or incorporated by reference in the Company's Annual Report on Form 10-K
for the most recent fiscal year;

(D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Act and the published rules and
regulations thereunder or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of those
statements;

(E) as of a specified date not more than five days prior to the
date of such letter, there have been any changes in the consolidated
capital stock (other than issuances of capital stock upon exercise of
options and stock appreciation rights, upon earn-outs of performance
shares and upon conversions of convertible securities, in each case
which were outstanding on the date of the latest balance sheet included
or incorporated by reference in the Prospectus) or any increase in the
consolidated long-term debt of the Company and its subsidiaries, or any
decreases in consolidated assets or stockholders' equity or other items
specified by the Representatives, or any increases in any items
specified by the Representatives in each case as compared with amounts
shown in the latest balance sheet included or incorporated by reference
in the Prospectus, except in each case for changes, increases or
decreases which the Prospectus discloses have occurred or may occur or
which are described in such letter; and

(F) for-the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to
the specified date referred to in Clause (E) there were any decreases in
consolidated net interest income or the total or per share amounts of
consolidated net income or other items specified by the Representatives,
or any increases in any items specified by the Representatives in each
case as compared with the comparable period of the preceding year and
with any other period of corresponding length specified by the
Representatives, except in each case for increases or decreases which
the Prospectus discloses have occurred or may occur or which are
described in such letter; and

(vii) In addition to the audit referred to in their report(s) included or
incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraphs (iii) and (vi) above, they have carried out certain specified
procedures, not constituting an audit in accordance with generally accepted
auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representatives which are derived from
the general accounting records of the Company and its subsidiaries, which
appear in the Prospectus (excluding documents incorporated by reference), or
in Part II of, or in exhibits and schedules to, the Registration Statement
specified by the Representatives or in documents incorporated by reference in
the Prospectus specified by the Representatives, and have compared certain of
such amounts, percentages and financial information with the accounting
records of the Company and its subsidiaries and have found them to be in
agreement.

All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the
letter delivered on the date of the Pricing Agreement for purposes of such
letter and to the Prospectus as amended or supplemented (including the
documents incorporated by reference therein) in relation to the applicable
Offered Shares for purposes of the letter delivered at the Time of Delivery
for such Offered Shares.

Exhibit 1.2

CENTRAL FIDELITY BANKS, INC.

1983 Preferred Stock
(par value $25.00 per share)

Preferred Stock
(par value $100.00 per share)

UNDERWRITING AGREEMENT

_____________, 1994

To the Representatives of the several
Underwriters named in the respective
Pricing Agreements hereinafter described.

Dear Sirs:

From time to time Central Fidelity Banks, Inc., a Virginia corporation
(the "Company"), proposes to enter into one or more Pricing Agreements (each
a "Pricing Agreement") in the form of Annex I hereto, with such modifications
as the parties thereto may determine, and subject to the terms and conditions
stated herein and therein, to issue and sell to the firms named in Schedule
I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain shares of its 1983 Preferred Stock, par value
$25.00 per share, and its Preferred Stock, par value $100.00 per share
(collectively, the "Securities"), specified in Schedule II to such Pricing
Agreement (with respect to such Pricing Agreement, the "Designated
Securities").

The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement related thereto and in or
pursuant to the Certificate of Designations and Preferences filed with the
Commonwealth of Virginia (the "Certificate of Designations") related to such
Designated Securities. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an
obligation of any of the Underwriters to purchase any of the Securities. The
obligation of the Company to issue and sell any of the Securities and the
obligation of any of the Underwriters to purchase any of the Securities shall
be evidenced by the Pricing Agreement with respect to the Designated
Securities specified therein.

Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the applicable
Pricing Agreement will act as representatives (the "Representatives", which
term also refers to a single firm acting as sole representative of the
Underwriters and to Underwriters who act without any firm being designated as
their representative). Each Pricing Agreement shall specify the aggregate
number of such Designated Securities, the initial public offering price of
such Designated Securities, the purchase price to the Underwriters of such
Designated Securities, the names of the Underwriters of such Designated
Securities, the names of the Representatives of such Underwriters, the number
of such Designated Securities to be purchased by each Underwriter and shall
set forth the date, time and manner of delivery of such Designated Securities
and payment therefor. The Pricing Agreement shall also specify, to the
extent not set forth in the Certificate of Designations and the registration
statement and prospectus with respect thereto, the terms of such Designated
Securities. A Pricing Agreement may take the form of exchange of any
standard form of written telecommunication between the Underwriters and the
Company. The obligations of the Underwriters under this Agreement and the
Pricing Agreement shall be several and not joint.

SECTION 1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each of the Underwriters as follows:

(a) A registration statement on Form S-3 (File No. 33-______) in
respect of the Securities and any shares of the Company's Common Stock, par
value $5.00 per share, issuable upon conversion of the Securities, where such
conversion is contemplated in the applicable Pricing Agreement (the
"Conversion Common Stock"), has been filed with the Securities and Exchange
Commission (the "Commission); such registration statement and any
post-effective amendment thereto, each in the form heretofore delivered or to
be delivered to the Representatives and delivered or to be delivered,
excluding exhibits to such registration statement, but including all
documents incorporated by reference in the prospectus included therein, to
the Representatives for each of the other Underwriters have been declared
effective by the Commission in such form; no other document with respect to
such registration statement or document incorporated by reference therein has
heretofore been filed, or transmitted for filing, with the Commission (other
than prospectuses filed pursuant to Rule 424(b) of the rules and regulations
of the Commission under the Securities Act of 1933, as amended (the "Act"),
each in the form heretofore delivered to the Representatives); and no stop
order suspending the effectiveness of such registration statement has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission (any preliminary prospectus included in such registration
statement or filed with the Commission pursuant to Rule 424(a) under the Act,
is hereinafter called a "Preliminary Prospectus"; the various parts of such
registration statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the registration
statement at the time such part of the registration statement became
effective, each as amended at the time such part of the registration
statement became effective, are hereinafter collectively called the
"Registration Statement"; the prospectus relating to the Securities, in the
form in which it has most recently been filed, or transmitted for filing,
with the Commission on or prior to the date of this Agreement, is hereinafter
called the "Prospectus"; any reference herein to any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form under the
Act, as of the date of such Preliminary Prospectus or Prospectus, as the case
may be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or Prospectus,
as the case may be, under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and incorporated by reference in such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any amendment
to the Registration Statement shall be deemed to refer to and include any
annual report of the Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement; and any reference to
the Prospectus as amended or supplemented shall be deemed to refer to the
Prospectus as amended or supplemented in relation to the applicable
Designated Securities in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with Section 3(a) hereof,
including any documents incorporated by reference therein as of the date of
such filing);

(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
complied in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the Prospectus or
any further amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will comply
in all material respects to the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;

(c) The Registration Statement and the Prospectus comply, and any
further amendments or supplements to the Registration Statement or the
Prospectus will comply, in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder and do not and
will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing date as
to the Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities;

(d) The Company meets the requirements for the use of Form S-3 under
the Act;

(g) Each of the Subsidiaries has been duly incorporated or organized,
as the case may be, and is validly existing either as a national bank
chartered under the National Bank Act, mortgage company in good standing
under the banking or mortgage laws of the Commonwealth of Virginia, or as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, as applicable, and is duly qualified to transact business and
is in good standing in each jurisdiction in which its ownership or leasing of
properties or the conduct of its business requires such qualification, except
where the failure to so qualify would not have a material adverse effect on
the conduct of the business, condition (financial or otherwise), earnings,
stockholders' equity, business affairs or business prospects of the Company
and its Subsidiaries, taken as a whole; all of the issued shares of capital
stock of each of the Subsidiaries has been duly and validly authorized and
issued and are fully paid and nonassessable (except to the extent provided in
12 U.S.C. section 55 or any comparable provision of state law), and is
owned by the Company, directly or through Subsidiaries, free and clear
of any mortgage, pledge, lien, encumbrance, claim or equity whatsoever;

(k) The shares of Conversion Common Stock issuable upon conversion of
applicable Designated Securities have been duly and validly authorized and
reserved for issuance upon such conversion, and, when issued and delivered
upon such conversion, will be duly and validly issued and will be fully paid
and nonassessable; and such shares of Conversion Common Stock conform in all
material respects to the description of the Company's Common Stock, par value
$5.00 per share, contained in the Registration Statement and the Prospectus
as amended or supplemented;

(l) The issuance and sale of the Securities, the issuance of Conversion
Common Stock, where applicable, and the compliance by the Company with all of
the provisions of the Securities, the Certificate of Designations, this
Agreement and any Pricing Agreement and the consummation of the transactions
contemplated herein and therein (i) have been duly authorized by all
necessary corporate action and (ii) will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound or to
which any of the property or assets of the Company is subject, other than
breaches, violations or defaults which, individually or in the aggregate,
would not have a material adverse effect on the conduct of business,
condition (financial or otherwise), earnings, stockholders' equity, business
affairs or business prospects of the Company and its Subsidiaries, taken as
a whole, nor will such action result in any violation of the provisions of
the Articles of Incorporation, Articles of Association, By-laws or other
corresponding organizational documents of the Company or any of its
Subsidiaries or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company, any of its
Subsidiaries or any of its or its Subsidiaries' properties; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the issuance and
sale of the Securities or the consummation by the Company of the transactions
contemplated by this Agreement or any Pricing Agreement or the Certificate of
Designations, except such as have been, or will have been prior to the Time
of Delivery (as defined in Section 2 hereof), obtained under the Act and the
rules and regulations of the Commission thereunder and such consents,
approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters;

(m) This Agreement has been, and the applicable Pricing Agreement, as
of the date of such Pricing Agreement, will have been, duly authorized,
executed and delivered by the Company;

(n) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
Subsidiaries is a party or of which any of their property is the subject,
which are required to be described in the Registration Statement or the
Prospectus or which might result in any material adverse effect on the
conduct of the business, condition (financial or otherwise), earnings,
stockholders' equity, business affairs, or business prospects of the Company
and its Subsidiaries, taken as a whole, or which might materially and
adversely affect the properties or assets thereof or might materially and
adversely affect the consummation of this Agreement or the applicable Pricing
Agreement; to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by
others; and all pending legal or governmental proceedings to which the
Company or any of its Subsidiaries is a party or of which any of their
property is the subject which are not described in the Registration Statement
or the Prospectus, including ordinary routine litigation incidental to the
business, are, considered in the aggregate, not material;

(o) Neither the Company nor any of its Subsidiaries is (i) in violation
of its Articles of Incorporation, Articles of Association, By-laws or other
corresponding organizational documents, or (ii) in default, nor has an event
occurred which, with notice of lapse of time, or both, would constitute a
default, in the performance or observance of any material obligation,
agreement covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is
a party or by which it or any of its properties may be bound, except for
defaults which, individually or in the aggregate, would not have a material
adverse effect on the conduct of the business, condition (financial or
otherwise), earnings, stockholders' equity, business affairs or business
prospects of the Company and its Subsidiaries, taken as a whole;

(p) The accountants who have certified certain financial statements and
supporting schedules, if any, of the Company and its Subsidiaries included or
incorporated by reference in the Registration Statement or the Prospectus are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder;

(q) The financial statements, including the notes thereto, and
supporting schedules, if any, included or incorporated by reference in the
Registration Statement or the Prospectus present fairly the financial
position of the Company and its consolidated subsidiaries as of the dates
indicated and the results of their operations for the periods specified and
have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis. In addition, the supporting
schedules, if any, included in the Registration Statement or the Prospectus
present fairly the information required to be presented therein;

(r) The Company and its Subsidiaries possess such certificates,
authorities or permits issued by the appropriate State or Federal regulatory
agencies or bodies as are necessary to conduct any material businesses now
operated by them, and neither the Company nor any of its Subsidiaries has
received any notice of proceedings relating to the revocation or modification
of any such certificate, authority or permit which, individually or in the
aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a material adverse effect on the conduct of the business,
condition (financial or otherwise), earnings, stockholders' equity, business
affairs, or business prospects of the Company and its Subsidiaries, taken as
a whole;

(s) The Company and its Subsidiaries have good title to, or valid and
enforceable leasehold estates in, all items of real and personal property
which are stated in the Registration Statement and Prospectus to be owned or
leased by them, in each case free and clear of all liens, encumbrances,
claims, security interests and defects, other than those the aggregate amount
of which are referred to in the Registration Statement and the Prospectus and
other than those which do not have a material adverse effect on the business,
financial condition or prospects of the Company and the Subsidiaries, taken
as a whole; and

(t) The Company and each of its Subsidiaries have filed all Federal,
state, local and foreign tax returns which are required to be filed by any of
them or have requested extensions thereof and have paid all taxes shown on
such returns and all assessments received by any of them to the extent that
the same have become due and are not being contested in good faith.

SECTION 2. Sale and Delivery of Securities.

Upon the execution of the Pricing Agreement applicable to any Designated
Securities and authorization by the Representatives of the release of such
Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Pricing Agreement and the Prospectus as amended or supplemented.

Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in the form specified in the Pricing
Agreement, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to
the Representatives for the account of such Underwriter, against payment by
such Underwriter or on its behalf of the purchase price therefor by certified
or official bank check or checks, payable to the order of the Company in the
funds specified in such Pricing Agreement, all in the manner and at the place
and time and date specified in such Pricing Agreement or at such other place
and time and date as the Representatives and the Company may agree upon in
writing, such time and date being herein called the "Time of Delivery" for
such Securities.

SECTION 3. Covenants of the Company. The Company covenants with each
of the Underwriters of any Designated Securities as follows:

(a) To prepare the Prospectus as amended and supplemented in relation
to the applicable Designated Securities and Conversion Common Stock, where
applicable, in a form approved by the Representatives and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of the Pricing Agreement relating to the applicable
Designated Securities or, if applicable, such earlier time as may be required
by Rule 424(b); to make no further amendment or any supplement to the
Registration Statement or Prospectus as amended or supplemented after the
date of the Pricing Agreement relating to such Securities and prior to the
Time of Delivery for such Securities which shall be disapproved by the
Representatives for such Securities promptly after reasonable notice thereof;
to advise the Representatives promptly of any such amendment or supplement
after such Time of Delivery for such Securities and furnish the
Representatives with copies thereof; to file promptly all reports and any
definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Securities, and during such same
period to advise the Representatives, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has
been filed or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed with the Commission, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use
of any prospectus relating to the Designated Securities, of the suspension of
the qualification of such Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of
any such order preventing or suspending the use of any prospectus relating to
the Designated Securities or suspending any such qualification, promptly to
use its best efforts to obtain the withdrawal of such order.

(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Designated Securities
and Conversion Common Stock, where applicable, for offering and sale under
the securities laws of such jurisdictions as the Representatives may request
and to comply with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of such Securities, provided that in connection
therewith the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction.

(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Designated Securities and if at such time any event shall have occurred as a
result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during such
same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act or the Exchange Act, to notify the
Representatives and upon their request to file such document and to prepare
and furnish without charge to each Underwriter and to any dealer in
securities as many copies as the Representatives may from time to time
reasonably request of an amended Prospectus or a supplement to the Prospectus
which will correct such statement or omission or effect such compliance.

(e) During the period beginning from the date of the Pricing Agreement
for such Designated Securities and continuing to and including the later of
(i) the date specified in the Pricing Agreement for such Designated
Securities and (ii) the Time of Delivery for such Designated Securities, not
to offer, sell, contract to sell or otherwise dispose of, except as provided
hereunder, any preferred stock of the Company or any securities of the
Company that are substantially similar to the Company's preferred stock,
including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive, any preferred stock
or any such substantially similar securities, without the prior written
consent of the Representatives.

(f) To reserve and keep available at all times shares of Conversion
Common Stock for the purpose of enabling the Company to satisfy any
obligations to issue shares of Conversion Common Stock upon conversion of the
applicable Designated Securities for which such conversion is contemplated.

(g) To use the net proceeds received by it from the sale of the
Designated Securities in the manner specified in the Prospectus as amended or
supplemented under "Use of Proceeds".

(h) To use its best efforts to cause the Securities and Conversion
Common Stock, where applicable, to be listed or included for quotation on a
national exchange or the Nasdaq National Market and will use every reasonable
effort to maintain the listing or quotation of the Securities and the
Conversion Common Stock, where applicable, on a national exchange or the
Nasdaq National Market, as the case may be.

(i) To furnish to the Representatives copies of all reports and
communications delivered to the Company's stockholders and will also furnish
copies of all reports (excluding exhibits) filed with the Commission on forms
8-K, 10-Q and 10-K, and all other reports and information furnished to its
stockholders generally, not later than the time such reports are first
furnished to its stockholders generally as the Representatives may reasonably
request.

SECTION 4. Payment of Expenses. The Company covenants and agrees with
the several Underwriters that the Company will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the Company's counsel
and accountants in connection with the registration of the Securities and
Conversion Common Stock under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters
and dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, any Pricing Agreement, any Blue Sky Memorandum,
closing documents (including compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities and
Conversion Common Stock, where applicable, for offering and sale under state
securities laws as provided in Section 3(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky survey(s); (iv) any fees
charged by securities rating services for rating the Securities; (v) any
filing fees incident to any required reviews by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the
cost of preparing certificates for the Securities and the Conversion Common
Stock, where applicable; (vii) the cost and charges of any transfer agent or
registrar or dividend disbursing agent with respect to the Securities and
Conversion Common Stock, where applicable; and (viii) all other costs and
expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 6 and 9
hereof, the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of any of the
Securities by them, and any advertising expenses connected with any offers
they may make.

SECTION 5. Conditions. The obligations of the Underwriters of any
Designated Securities under the Pricing Agreement relating to such Designated
Securities shall be subject, in the discretion of the Representatives, to the
condition that all representations and warranties of the Company in or
incorporated by reference in the Pricing Agreement relating to such
Designated Securities are, at and as of the Time of Delivery, true and
correct, to the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following
additional conditions:

(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with
Section 3(a) hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the Representatives' reasonable
satisfaction.

(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery, with
respect to the validity of the Designated Securities, the Registration
Statement, the Prospectus and such other related matters as the
Representatives may reasonably request, and such counsel shall have received
such papers and information as they may reasonably request to enable them to
pass upon such matters.

(c) Counsel for the Company satisfactory to the Representatives shall
have furnished to the Representatives their written opinions, dated the Time
of Delivery, in form and substance satisfactory to the Representatives, to
the effect that:

(ii) The Company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which
it owns or leases properties or conducts any business so as to require
such qualification, except where the failure to so qualify would not
have a material adverse effect on the business or financial condition of
the Company and its Subsidiaries taken as a whole (such counsel being
entitled to rely in respect of the opinion in this clause upon opinions
of local counsel and in respect of matters of fact upon certificates of
officers of the Company and its Subsidiaries, provided that such counsel
shall state that they believe that both the Representatives and they are
justified in relying upon such opinions and certificates);

(iv) Central Fidelity National Bank (the "Bank") has been duly
organized and is validly existing as a national banking association in
good standing under the National Bank Act and is duly qualified to
transact business and is in good standing in each jurisdiction in which
it owns or leases properties or conducts any business so as to require
such qualification, except where the failure to so qualify would not
have a material adverse effect on the business or financial condition of
the Company and its Subsidiaries taken as a whole; all of the issued and
outstanding shares of capital stock of the Bank have been duly and
validly authorized and issued and are fully paid and non-assessable
(except to the extent provided in 12 U.S.C. section 55 or any
comparable provision of state law); and all of the issued and
outstanding capital stock of the Bank (other than directors'
qualifying shares) is owned by the Company free and clear of any
perfected security interest and, to the best of such counsel's
knowledge, any other security interests, claims, liens or
encumbrances (such counsel being entitled to rely in respect of the
opinion in this clause upon opinions of local counsel and in
respect of matters of fact upon certificates of officers of the
Company or its Subsidiaries, provided that such counsel shall state
that they believe that both the Representatives and they are
justified in relying upon such opinions and certificates);

(v) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered
by the Company;

(vi) The Company has an authorized capitalization as set forth in
the Prospectus as amended or supplemented, and all of the issued and
outstanding shares of capital stock of the Company have been duly and
validly authorized and issued and are fully paid and non-assessable; and
the form of certificates used to evidence the shares of capital stock of
the Company is in due and proper form and complies with all statutory
requirements of Virginia law;

(vii) The Designated Securities have been duly and validly
authorized and issued and are fully paid and non-assessable and the
Designated Securities and the Certificate of Designations conform in all
material respects to the summary description thereof in the Registration
Statement and the Prospectus as amended or supplemented;

(viii) The applicable Certificate of Designations has been duly
approved and properly filed with the Commonwealth of Virginia;

(ix) The shares of Conversion Common Stock issuable upon
conversion of applicable Designated Securities have been duly and
validly authorized and reserved for issuance upon such conversion, and,
when issued and delivered upon such conversion, will be duly and validly
issued and will be fully paid and nonassessable; and such shares of
Conversion Common Stock conform in all material respects to the summary
description of the Company's Common Stock, par value $5.00 per share,
contained in the Registration Statement and the Prospectus as amended or
supplemented;

(x) To the best of such counsel's knowledge and other than as set
forth in the Prospectus, there are no legal or governmental proceedings
pending to which the Company or any of its Subsidiaries or Joint
Ventures is a party or of which any of their property is the subject,
which are required to be described in the Registration Statement or the
Prospectus and are not so described as required or which might have a
material adverse effect on the business or financial condition of the
Company and its Subsidiaries taken as a whole; and to the best of such
counsel's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others;

(xi) To the best of such counsel's knowledge, (i) there are no
contracts, indentures, mortgages, loan agreements, notes, leases or
other instruments required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits thereto other than
described therein or filed or incorporated by reference as exhibits
thereto, and (ii) no material default by the Company exists in the due
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument so described, filed or
incorporated by reference, which would have a material adverse effect on
the business or financial condition of the Company and its Subsidiaries
taken as a whole;

(xii) The issuance and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, the Certificate of Designations, this Agreement and the
Pricing Agreement with respect to the Designated Securities and the
consummation of the transactions herein and therein contemplated
(A) have been duly authorized by all necessary corporate action and
(B) will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company or the Bank is a
party or by which the Company or the Bank is bound or to which any of
their property or assets is subject, other than breaches, violations or
defaults which, individually or in the aggregate, would not have a
material adverse effect on the business or financial condition of the
Company and its Subsidiaries taken as a whole, nor will such actions
result in any violation of the provisions of the Articles of
Incorporation, Articles of Association or By-laws of the Company or the
Bank or any statute or any order, rule or regulation known to such
counsel of any court or governmental agency or body having jurisdiction
over the Company or the Bank or any of their properties;

(xiii) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is
required for the issuance and sale of the Designated Securities being
delivered at the Time of Delivery or the consummation by the Company of
the transactions contemplated by this Agreement or the applicable
Pricing Agreement or the Certificate of Designations, except such as
have been obtained under the Act and the Exchange Act, and the rules and
regulations of the Commission thereunder, and such consents, approvals,
authorizations, orders, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Designated Securities by the
Underwriters;

(xiv) Neither the Company nor the Bank is in violation of its
Articles of Incorporation, Articles of Association or By-laws or in
default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument to
which it is a party or by which it or any of its properties may be
bound, except for defaults which, individually or in the aggregate,
would not have a material adverse effect on the business or financial
condition of the Company and its Subsidiaries taken as a whole;

(xv) The statements set forth in the Registration Statement and
the Prospectus as amended or supplemented under the captions
"Description of Capital Stock" and "Description of Preferred Stock",
insofar as such statements purport to constitute a summary of documents
and matters of law referred to therein, are accurate summaries and
fairly present the information called for with respect to such documents
and matters of law;

(xvi) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and related
notes and schedules thereto, descriptions of accounting treatment and
other financial or statistical information included or incorporated by
reference therein (collectively, the "financial information"), as to
which such counsel need express no opinion), when they were filed with
the Commission, complied as to form in all material respects with the
requirements of the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder; and they have no reason to
believe that any of such documents, when they became effective or were
so filed, as the case may be, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such documents were so filed, not misleading;

(xvii) The Registration Statement and the Prospectus as amended or
supplemented, and any further amendments and supplements thereto made by
the Company prior to the Time of Delivery (other than the Financial
Information, as to which such counsel need express no opinion), comply
as to form in all material respects with the requirements of the Act and
the rules and regulations thereunder; and

(xviii) Although such counsel does not assume any responsibility
for the accuracy, completeness or fairness of the statements contained
in the Registration Statement or the Prospectus, except for those
referred to in the opinion in subsection (xv) of this Section 5(c), they
have no reason to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the
Company prior to the Time of Delivery (other than the Financial
Information, as to which such counsel need express no opinion) contained
an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading or that, as of its date, the Prospectus as
amended or supplemented or any further amendment or supplement thereto
made by the Company prior to the Time of Delivery (other than the
Financial Information, as to which such counsel need express no opinion)
contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading or that, as
of the Time of Delivery, either the Registration Statement or the
Prospectus as amended or supplemented or any further amendment or
supplement thereto made by the Company prior to the Time of Delivery
(other than the Financial Information, as to which such counsel need
express no opinion) contains an untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; and they do not know of any amendment to the Registration
Statement required to be filed or any documents required to be filed as
an exhibit to the Registration Statement or required to be incorporated
by reference into the Prospectus as amended or supplemented or required
to be described in the Registration Statement or the Prospectus as
amended or supplemented which are not filed or incorporated by reference
or described as required.

(d) On the date of the Pricing Agreement for such Designated Securities
and at the Time of Delivery for such Designated Securities, the independent
accountants of the Company who have certified the financial statements of the
Company and its subsidiaries included or incorporated by reference in the
Registration Statement shall have furnished to the Representatives a letter,
dated the date of the Pricing Agreement and a letter dated the Time of
Delivery, respectively, to the effect set forth in Annex II hereto, and with
respect to such letter dated such Time of Delivery, as to such other matters
as the Representatives may reasonably request and in form and substance
satisfactory to the Representatives.

(e) (i) Neither the Company nor any of its Subsidiaries shall have
sustained, since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus as amended prior to the date
of the Pricing Agreement relating to the Designated Securities, any loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the Pricing
Agreement relating to the Designated Securities, and (ii) since the
respective dates as of which information is given in the Prospectus as
amended prior to the date of the Pricing Agreement relating to the Designated
Securities there shall not have been any change in the capital stock or
long-term debt of the Company or any of its Subsidiaries or any change in the
conduct of the business, condition (financial or otherwise), earnings,
stockholders' equity, business affairs, or business prospects of the Company
and its Subsidiaries, taken as a whole, whether or not arising in the
ordinary course of business, otherwise than as set forth or contemplated in
the Prospectus as amended prior to the date of the Pricing Agreement relating
to the Designated Securities, the effect of which, in any such case described
in clause (i) or (ii), is in the judgment of the Representatives so material
and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Designated Securities on the terms and
in the manner contemplated in the Prospectus as amended relating to the
Designated Securities.

(f) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded any of the Company's preferred stock or debt securities by any
"nationally recognized statistical rating organization", as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act, and
(ii) no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of
any of the Company's debt securities or preferred stock.

(g) On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following: (i)
a suspension or material limitation in trading in securities generally on the
New York Stock Exchange or on the Nasdaq National Market; (ii) a suspension
or material limitation in trading in the Company's securities on the Nasdaq
National Market; (iii) a general moratorium on commercial banking activities
declared by either Federal or New York or Virginia state authorities; or (iv)
the outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the
effect of any such event specified in this Clause (iv) in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Designated Securities on the terms and
in the manner contemplated in the Prospectus as first amended or supplemented
relating to the Designated Securities.

(h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities
certificates of officers of the Company satisfactory to the Representatives
as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the
Company of all of its obligations hereunder to be performed at or prior to
such Time of Delivery, as to the matters set forth in subsections (a) and (e)
of this Section and as to such other matters as the Representatives may
reasonably request.

SECTION 6. Indemnification.

(a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus
as amended or supplemented and any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus
as amended or supplemented and any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter of Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating to such
Securities.

(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any such amendment or
supplement, in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives
expressly for use therein; and will reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.

(d) If the indemnification provided for in this Section 6 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters of the Designated Securities on the other from the offering of
the Designated Securities to which such loss, claim, damage or liability (or
action in respect thereof) relates. If, however, the allocation provided by
the immediately preceding sentence is not permitted by applicable law or if
the indemnified party failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters of the Designated Securities on
the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear
to the total underwriting discounts and commissions received by such
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or such Underwriters on
the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The
Company and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the applicable Designated Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of
the Underwriters of Designated Securities in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations with respect to such Securities and not joint.

SECTION 7. Default of Underwriters.

(a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Securities, the Representatives may in their
discretion arrange for themselves or another party or other parties to
purchase such Securities on the terms contained herein. If within thirty-six
hours after such default by any Underwriter the Representatives do not
arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within
the respective prescribed period, the Representatives notify the Company that
they have so arranged for the purchase of such Designated Securities, or the
Company notifies the Representatives that it has so arranged for the purchase
of such Designated Securities, the Representatives or the Company shall have
the right to postpone the Time of Delivery for such Designated Securities for
a period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this
Section with like effect as if such person had originally been a party to the
Pricing Agreement with respect to such Designated Securities.

(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate number of such Designated Securities which remains unpurchased does
not exceed one-eleventh of the aggregate number of the Designated Securities,
then the Company shall have the right to require each non-defaulting
Underwriter to purchase the number of Designated Securities which such
Underwriter agreed to purchase under the Pricing Agreement relating to such
Designated Securities and, in addition, to require each non-defaulting
Underwriter to purchase its pro-rata share (based on the number of Designated
Securities which such Underwriter agreed to purchase under such Pricing
Agreement) of the Designated Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate number of Designated Securities which remains unpurchased exceeds
one-eleventh of the aggregate number of the Designated Securities as referred
to in subsection (b) above, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to
purchase Designated Securities of a defaulting Underwriter or Underwriters,
then the Pricing Agreement relating to such Designated Securities shall
thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the
Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

SECTION 9. Termination of Agreement. If any Pricing Agreement shall be
terminated pursuant to Section 7 hereof, the Company shall not then be under
any liability to any Underwriter with respect to the Designated Securities
with respect to which such Pricing Agreement shall have been terminated
except as provided in Sections 4 and 6 hereof; but, if for any other reason,
Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale
and delivery of such Designated Securities, but the Company shall then be
under no further liability to any Underwriter with respect to such Designated
Securities except as provided in Sections 4 and 6 hereof.

SECTION 10. Notices. In all dealings hereunder, the Representatives of
the Underwriters of Designated Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriter made
or given by such Representatives jointly or by such of the Representatives,
if any, as may be designated for such purpose in the Pricing Agreement.

SECTION 11. Parties. This Agreement and each Pricing Agreement shall
be binding upon, and inure solely to the benefit of, the Underwriters, the
Company and, to the extent provided in Sections 6 and 8 hereof, the officers
and directors of the Company and each person who control the Company or any
Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire to have any right
under or by virtue of this Agreement or any such Pricing Agreement. No
purchaser of any of the Securities from any Underwriter shall be deemed a
successor or assign by reason merely of such purchase.

SECTION 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

Very truly yours,

CENTRAL FIDELITY BANKS, INC.

By: ______________________
Name:
Title:

<PAGE>
ANNEX I

Pricing Agreement

_________________, 19__

[Name(s) of Representative(s)]
As Representatives of the several
Underwriters-named in Schedule I hereto

Dear Sirs:

Central Fidelity Banks, Inc., a corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated ____________, 1994 (the "Underwriting Agreement"), to issue
and sell to the Underwriters named in Schedule I hereto (the "Underwriters")
the Securities specified in Schedule II hereto (the "Designated Securities").
Each of the provisions of the Underwriting Agreement is incorporated herein
by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein, and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be
a representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation
and warranty as of the date of this Pricing Agreement in relation to the
Prospectus as amended or supplemented relating to the Designated Securities
which are the subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The Representatives designated to act on behalf of each
of the Underwriters of the Designated Securities pursuant to Section 10 of
the Underwriting Agreement and the address of the Representatives referred to
in such Section 10 are set forth in Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the number of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

Very truly yours,

CENTRAL FIDELITY BANKS, INC.

By: _______________________________
Name:
Title:

Accepted as of the date hereof:

[Name(s) of Representatives]

By: ___________________________
Name:
Title:

On behalf of each of the Underwriters

<PAGE>
SCHEDULE I

Number of
Designated
Securities
to be
Underwriter Purchased

Total . . . . . . . -----------------

<PAGE>
SCHEDULE II

Title of Designated Securities:

Number of Shares of Designated Securities:

Price to Public:

Purchase Price by Underwriters:

Form of Designated Securities:

Specified funds for payment of purchase price:
[New York] Clearing House funds

Liquidation Preference:

Annual Dividend:

Redemption Provisions:

Sinking Fund Provisions:

[If Securities are convertible into Conversion Common Stock,
insert --

Conversion:

Conversion price:

Conversion date or circumstances: .]

[Describe any blackout provisions with respect to the Designated Securities]

Termination Date of "lock-up" pursuant to Section 3(e) of Underwriting
Agreement:

Time of Delivery:

________ a.m. (New York City time), ___________, 19__

Closing Location:

Names and Addresses of Representatives:

Offered Representatives:

Address for Notices, etc.:

[Other Terms]*:

* A description of particular tax, accounting or other unusual features
(including any event risk provisions) of the Designated Securities should be
set forth, or referenced to an attached or accompanying description, if
necessary, to ensure agreement as to the terms of the Designated Securities
to be purchased and sold. Such a description might appropriately be in the
form in which such features will be described in the Prospectus Supplement
for the offering.

<PAGE>

ANNEX II

Pursuant to Section 5(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;

(F) for-the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to
the specified date referred to in Clause (E) there were any decreases in
consolidated interest incomeor the total or per share amounts of
consolidated net income or other items specified by the Representatives,
or any increases in any items specified by the Representatives in each
case as compared with the comparable period of the preceding year and
with any other period of corresponding length specified by the
Representatives, except in each case for increases or decreases which
the Prospectus discloses have occurred or may occur or which are
described in such letter; and

All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the
letter delivered on the date of the Pricing Agreement for purposes of such
letter and to the Prospectus as amended or supplemented (including the
documents incorporated by reference therein) in relation to the applicable
Designated Securities for purposes of the letter delivered at the Time of
Delivery for such Designated Securities.

Exhibit 1.3

CENTRAL FIDELITY BANKS, INC.

Debt Securities

UNDERWRITING AGREEMENT

_____________, 1994

To the Representatives of the several
Underwriters named in the respective
Pricing Agreements hereinafter described.

Dear Sirs:

The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement related thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement. This Underwriting Agreement shall not be construed as an
obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase any of the Securities. The obligation
of the Company to issue and sell any of the Securities and the obligation of
any of the Underwriters to purchase any of the Securities shall be evidenced
by the Pricing Agreement with respect to the Designated Securities specified
therein.

Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the applicable
Pricing Agreement will act as representatives (the "Representatives", which
term also refers to a single firm acting as sole representative of the
Underwriters and to Underwriters who act without any firm being designated as
their representative). Each Pricing Agreement shall specify the aggregate
principal amount of such Designated Securities, the initial public offering
price of such Designated Securities, the purchase price to the Underwriters
of such Designated Securities, the names of the Underwriters of such
Designated Securities, the names of the Representatives of such Underwriters,
the principal amount of such Designated Securities to be purchased by each
Underwriter and shall set forth the date, time and manner of delivery of such
Designated Securities and payment therefor. The Pricing Agreement shall also
specify, to the extent not set forth in the Indenture and the registration
statement and prospectus with respect thereto, the terms of such Designated
Securities. A Pricing Agreement may take the form of exchange of any
standard form of written telecommunication between the Underwriters and the
Company. The obligations of the Underwriters under this Agreement and the
Pricing Agreement shall be several and not joint.

SECTION 1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each of the Underwriters as follows:

(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
complied in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the Prospectus or
any further amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will comply
in all material respects to the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;

(c) The Registration Statement and the Prospectus comply, and any
further amendments or supplements to the Registration Statement or the
Prospectus will comply, in all material respects to the requirements of the
Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act") and the rules and regulations of the Commission thereunder and do not
and will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing date as
to the Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities;

(d) The Company meets the requirements for the use of Form S-3 under
the Act;

(g) Each of the Subsidiaries has been duly incorporated or organized,
as the case may be, and is validly existing either as a national bank
chartered under the National Bank Act, mortgage company in good standing
under the banking or mortgage laws of the Commonwealth of Virginia, or as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, as applicable, and is duly qualified to transact business and
is in good standing in each jurisdiction in which its ownership or leasing of
properties or the conduct of its business requires such qualification, except
where the failure to so qualify would not have a material adverse effect on
the conduct of the business, condition (financial or otherwise), earnings,
stockholders' equity, business affairs or business prospects of the Company
and its Subsidiaries, taken as a whole; all of the issued shares of capital
stock of each of the Subsidiaries has been duly and validly authorized and
issued and are fully paid and nonassessable (except to the extent provided in
12 U.S.C. section 55 or any comparable provision of state law), and is
owned by the Company, directly or through Subsidiaries, free and clear
of any mortgage, pledge, lien, encumbrance, claim or equity whatsoever;

(j) The Securities have been duly and validly authorized, and, when
Designated Securities are issued and delivered against payment therefor
pursuant to this Agreement and the Pricing Agreement with respect to such
Designated Securities, such Designated Securities will have been duly
executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits provided
by the Indenture, which will be substantially in the form filed as an exhibit
to the Registration Statement; the Indenture has been duly authorized and
duly qualified under the Trust Indenture Act and, at the Time of Delivery for
such Designated Securities (as defined in Section 2 hereof), the Indenture
will constitute a valid and legally binding instrument, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating
to or affecting creditors' rights and to general equity principles; and the
Indenture conforms to the summary description thereof contained in the
Registration Statement and the Designated Securities will conform to the
summary description thereof contained in the Prospectus as amended or
supplemented;

(l) The issuance and sale of the Securities, the issuance of Conversion
Common Stock, where applicable, and the compliance by the Company with all of
the provisions of the Securities, the Indenture, this Agreement and any
Pricing Agreement and the consummation of the transactions contemplated
herein and therein (i) have been duly authorized by all necessary corporate
action and (ii) will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound or to which any of the
property or assets of the Company is subject, other than breaches, violations
or defaults which, individually or in the aggregate, would not have a
material adverse effect on the conduct of business, condition (financial or
otherwise), earnings, stockholders' equity, business affairs or business
prospects of the Company and its Subsidiaries, taken as a whole, nor will
such action result in any violation of the provisions of the Articles of
Incorporation, Articles of Association, By-laws or other corresponding
organizational documents of the Company or any of its Subsidiaries or any
statute or any order, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company, any of its Subsidiaries or any
of its or its Subsidiaries' properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court
or governmental agency or body is required for the issuance and sale of the
Securities or the consummation by the Company of the transactions
contemplated by this Agreement or any Pricing Agreement or the Indenture,
except such as have been, or will have been prior to the Time of Delivery (as
defined in Section 2 hereof), obtained under the Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder and such
consents, approvals, authorizations, registrations or qualifications as may
be required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters;

(m) This Agreement has been, and the applicable Pricing Agreement, as
of the date of such Pricing Agreement, will have been, duly authorized,
executed and delivered by the Company;

SECTION 2. Sale and Delivery of Securities.

SECTION 3. Covenants of the Company. The Company covenants with each
of the Underwriters of any Designated Securities as follows:

(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Designated Securities and if at such time any event shall have occurred as a
result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during such
same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act, to
notify the Representatives and upon their request to file such document and
to prepare and furnish without charge to each Underwriter and to any dealer
in securities as many copies as the Representatives may from time to time
reasonably request of an amended Prospectus or a supplement to the Prospectus
which will correct such statement or omission or effect such compliance.

(g) To use the net proceeds received by it from the sale of the
Designated Securities in the manner specified in the Prospectus as amended or
supplemented under "Use of Proceeds".

SECTION 4. Payment of Expenses. The Company covenants and agrees with
the several Underwriters that the Company will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the Company's counsel
and accountants in connection with the registration of the Securities and
Conversion Common Stock under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters
and dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, any Pricing Agreement, any Blue Sky Memorandum,
closing documents (including compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities and
Conversion Common Stock, where applicable, for offering and sale under state
securities laws as provided in Section 3(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky survey(s); (iv) any fees
charged by securities rating services for rating the Securities; (v) any
filing fees incident to any required reviews by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the
cost of preparing the Securities and certificates for the Conversion Common
Stock, where applicable; (vii) the cost and charges of any transfer agent or
registrar or dividend disbursing agent with respect to Conversion Common
Stock, where applicable; (viii) the fees and expenses of any Trustee and any
agent of any Trustee and the fees and disbursements of counsel for any
Trustee in connection with any Indenture and the Securities; and (ix) all
other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section.
It is understood, however, that, except as provided in this Section, and
Sections 6 and 9 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on resale of
any of the Securities by them, and any advertising expenses connected with
any offers they may make.

(iv) Central Fidelity National Bank (the "Bank") has been duly
organized and is validly existing as a national banking association in
good standing under the National Bank Act and is duly qualified to
transact business and is in good standing in each jurisdiction in which
it owns or leases properties or conducts any business so as to require
such qualification, except where the failure to so qualify would not
have a material adverse effect on the business or financial condition of
the Company and its Subsidiaries taken as a whole; all of the issued and
outstanding shares of capital stock of the Bank have been duly and
validly authorized and issued and are fully paid and non-assessable
(except to the extent provided in 12 U.S.C. section 55 or any
comparable provision of state law); and all of the issued and
outstanding capital stock of the Bank (other than directors'
qualifying shares) is owned by the Company free and clear of any
perfected security interest and, to the best of such counsel's
knowledge, any other security interests, claims, liens or
encumbrances (such counsel being entitled to rely in respect of the
opinion in this clause upon opinions of local counsel and in
respect of matters of fact upon certificates of officers of the
Company or its Subsidiaries, provided that such counsel shall state
that they believe that both the Representatives and they are
justified in relying upon such opinions and certificates);

(v) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered
by the Company;

(vi) The Company has an authorized capitalization as set forth in
the Prospectus as amended or supplemented, and all of the issued and
outstanding shares of capital stock of the Company have been duly and
validly authorized and issued and are fully paid and non-assessable; and
the form of certificates used to evidence the shares of capital stock of
the Company is in due and proper form and complies with all statutory
requirements of Virginia law;

(vii) The Designated Securities have been duly authorized,
executed, authenticated, issued and delivered and constitute valid and
legally binding obligations of the Company entitled to the benefits
provided by the Indenture; and the Designated Securities and the
Indenture conform in all material respects to the summary description
thereof in the Registration Statement and the Prospectus as amended or
supplemented;

(viii) The Indenture has been duly authorized, executed and
delivered by the parties thereto and constitutes a valid and legally
binding instrument, enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors' rights
and to general equity principles; and the Indenture has been duly
qualified under the Trust Indenture Act;

(xii) The issuance and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, the Indenture, this Agreement and the Pricing Agreement with
respect to the Designated Securities and the consummation of the
transactions herein and therein contemplated (A) have been duly
authorized by all necessary corporate action and (B) will not conflict
with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument known to
such counsel to which the Company or the Bank is a party or by which the
Company or the Bank is bound or to which any of their property or assets
is subject, other than breaches, violations or defaults which,
individually or in the aggregate, would not have a material adverse
effect on the business or financial condition of the Company and its
Subsidiaries taken as a whole, nor will such actions result in any
violation of the provisions of the Articles of Incorporation, Articles
of Association or By-laws of the Company or the Bank or any statute or
any order, rule or regulation known to such counsel of any court or
governmental agency or body having jurisdiction over the Company or the
Bank or any of their properties;

(xiii) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is
required for the issuance and sale of the Designated Securities being
delivered at the Time of Delivery or the consummation by the Company of
the transactions contemplated by this Agreement or the applicable
Pricing Agreement or the Indenture, except such as have been obtained
under the Act, the Trust Indenture Act and the Exchange Act, and the
rules and regulations of the Commission thereunder, and such consents,
approvals, authorizations, orders, registrations or qualifications as
may be required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Designated Securities by the
Underwriters;

(xiv) Neither the Company nor the Bank is in violation of its
Articles of Incorporation, Articles of Association or By-laws or in
default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument to
which it is a party or by which it or any of its properties may be bound
except for defaults which, individually or in the aggregate, would not
have a material adverse effect on the business or financial condition of
the Company and its Subsidiaries taken as a whole;

(xv) The statements set forth in the Registration Statement and
the Prospectus as amended or supplemented under the captions
"Description of Capital Stock", "Description of Debt Securities" and
"Description of Notes", insofar as such statements purport to constitute
a summary of documents and matters of law referred to therein, are
accurate summaries and fairly present the information called for with
respect to such documents and matters of law;

(xvi) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and related
notes and schedules thereto, descriptions of accounting treatment and
other financial or statistical information included or incorporated by
reference therein (collectively, the "Financial Information"), as to
which such counsel need express no opinion), when they were filed with
the Commission, complied as to form in all material respects with the
requirements of the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder; and they have no reason to
believe that any of such documents, when they became effective or were
so filed, as the case may be, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such documents were so filed, not misleading;

(e) (i) Neither the Company nor any of its Subsidiaries shall have
sustained, since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus as amended prior to the date
of the Pricing Agreement relating to the Designated Securities, any loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the Pricing
Agreement relating to the Designated Securities, and (ii) since the
respective dates as of which information is given in the Prospectus as
amended prior to the date of the Pricing Agreement relating to the Designated
Securities there shall not have been any change in the capital stock or
long-term debt of the Company or any of its Subsidiaries or any change in the
conduct of the business, condition (financial or otherwise), earnings,
stockholders' equity, business affairs, or business prospects of the Company
and its Subsidiaries, taken as a whole, whether or not arising in the
ordinary course of business, otherwise than as set forth or contemplated in
the Prospectus as amended prior to the date of the Pricing Agreement relating
to the Designated Securities, the effect of which, in any such case described
in clause (i) or (ii), is in the judgment of the Representatives so material
and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Designated Securities on the terms and
in the manner contemplated in the Prospectus as amended relating to the
Designated Securities.

(f) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded any of the Company's debt securities or preferred stock by any
"nationally recognized statistical rating organization", as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act, and
(ii) no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of
any of the Company's debt securities or preferred stock.

SECTION 6. Indemnification.

(a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus
as amended or supplemented and any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus
as amended or supplemented and any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter of Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating to such
Securities.

(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any such amendment or
supplement, in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives
expressly for use therein; and will reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.

(d) If the indemnification provided for in this Section 6 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits, received by the Company on the one hand and
the Underwriters of the Designated Securities on the other from the offering
of the Designated Securities to which such loss, claim, damage or liability
(or action in respect thereof) relates. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law or
if the indemnified party failed to give the notice required under subsection
(c) above, then each indemnifying party shall contribute to such amount paid
or payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters of the Designated Securities on
the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear
to the total underwriting discounts and commissions received by such
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or such Underwriters on
the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The
Company and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the applicable Designated Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of
the Underwriters of Designated Securities in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations with respect to such Securities and not joint.

SECTION 7. Default of Underwriters.

(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require
each non-defaulting Underwriter to purchase the principal amount of
Designated Securities which such Underwriter agreed to purchase under the
Pricing Agreement relating to such Designated Securities and, in addition, to
require each non-defaulting Underwriter to purchase its pro-rata share (based
on the principal amount of Designated Securities which such Underwriter
agreed to purchase under such Pricing Agreement) of the Designated Securities
of such defaulting Underwriter or Underwriters for which such arrangements
have not been made; but nothing herein shall relieve a defaulting Underwriter
from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate number of the Designated Securities as
referred to in subsection (b) above, or if the Company shall not exercise the
right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated
Securities shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be
borne by the Company and the Underwriters as provided in Section 6 hereof and
the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.

SECTION 11. Parties. This Agreement and each Pricing Agreement shall
be binding upon, and inure solely to the benefit of, the Underwriters, the
Company and, to the extent provided in Sections 6 and 8 hereof, the officers
and directors of the Company and each person who control the Company or any
Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire to have any right
under or by virtue of this Agreement or any such Pricing Agreement. No
purchaser of any of the Securities from any Underwriter shall be deemed a
successor or assign by reason merely of such purchase.

SECTION 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

Very truly yours,

CENTRAL FIDELITY BANKS, INC.

By: ______________________
Name:
Title:

<PAGE>
ANNEX I

Pricing Agreement

_________________, 19__

[Name(s) of Representative(s)]
As Representatives of the several
Underwriters-named in Schedule I hereto

Dear Sirs:

Central Fidelity Banks, Inc., a corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated ____________, 1994 (the "Underwriting Agreement"), to issue
and sell to the Underwriters named in Schedule I hereto (the "Underwriters")
the Securities specified in Schedule II hereto (the "Designated Securities").
Each of the provisions of the Underwriting Agreement is incorporated herein
by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein, and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be
a representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation
and warranty as of the date of this Pricing Agreement in relation to the
Prospectus as amended or supplemented relating to the Designated Securities
which are the subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The Representatives designated to act on behalf of each
of the Underwriters of the Designated Securities pursuant to Section 10 of
the Underwriting Agreement and the address of the Representatives referred to
in such Section 10 are set forth in Schedule II hereto.

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite
the name of such Underwriter in Schedule I hereto.

Very truly yours,

CENTRAL FIDELITY BANKS, INC.

By: _______________________________
Name:
Title:

Accepted as of the date hereof:

[Name(s) of Representatives]

By: ___________________________
Name:
Title:

On behalf of each of the Underwriters

<PAGE>
SCHEDULE I

Principal
Amount of
Designated
Securities
to be
Underwriter Purchased

Total . . . . . . . ____________

<PAGE>
SCHEDULE II

Title of Designated Securities:
[%] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due

Aggregate principal amount:
[$]

Price to Public:
% of the principal amount of the Designated Securities, plus accrued
interest from ___________ to ___________ [and accrued amortization, if
any, from _______________ to ______________]

Form of Designated Securities:

Purchase Price by Underwriters:
% of the principal amount of the Designated Securities, plus accrued
interest from ___________ to _______________ [and accrued amortization,
if any, from ___________ to _________]

Specified funds for payment of purchase price:
[New York] Clearing House funds

Indenture:
Indenture dated ____________, 19__, between the Company and
__________________, as Trustee

Maturity:

Interest Rate:
[%] [Zero Coupon] [See Floating Rate Provisions]

Interest Payment Dates:
[months and dates]

Redemption Provisions:
[No provisions for redemption]

[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the
amount of [$____] or an integral multiple thereof,

[on or after ___________________,____ at the following redemption prices
(expressed in percentages of principal amount). If [redeemed on or
before ________________,___ [ ]%, and if] redeemed during the 12-month
period beginning ______________,___ and thereafter at 100% of their
principal amount, together in each case with accrued interest to the
redemption date.]
Redemption
Year Price

[on any interest payment date falling on or after __________, _______,
at the election of the Company, at a redemption price equal to the
principal amount thereof, plus accrued interest to the date of
redemption.]

[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]

[Restriction on refunding]

Sinking Fund Provisions:

[No sinking fund provisions]

[The Designated Securities are entitled to the benefit of a sinking fund
to retire [$_____] principal amount of Designated Securities on
_______________ in each of the years _________ through ___________ at
100% of their principal amount plus accrued interest] [, together with
[cumulative] [noncumulative] redemptions at the option of the Company to
retire an additional [$_____] principal amount of Designated Securities
in the years ______ through ______ at 100% of their principal amount
plus accrued interest].

[If Securities are convertible into Conversion Common Stock,
insert --

Conversion:

Conversion price:

Conversion date or circumstances: .]

[If Securities are extendable debt Securities, insert --

Extendable provisions:

Securities are repayable on _____________, ___ [insert date and years],
at the option of the holder, at their principal amount with accrued
interest. Initial annual interest rate will be __%, and thereafter
annual interest rate will be adjusted on ______________, __ and
_________________ to _____________ a rate not less than __% of the
effective annual interest rate on U.S. Treasury obligations with _____-
year maturities as of the [insert date 15 days prior to maturity date]
prior to such [insert maturity date].]

[If Securities are Floating Rate debt Securities, insert --

Floating rate provisions:

Initial annual interest rate will be __% through [and thereafter will be
adjusted [monthly] [on each ___, ___, ___ and ___] [to an annual rate of
__% above the average rate for _____-year
[month][securities][certificates of deposit] issued by
_________________________ and ______________________ [insert names of
banks].] [and the annual interest rate [thereafter] [from ______________
through _______________] will be the interest yield equivalent of the
weekly average per annum market discount rate for _____-month Treasury
bills plus __% of Interest Differential (the excess, if any, of (i) then
current weekly average per annum secondary market yield for _______-
month certificates of deposit over (ii) then current interest yield
equivalent of the weekly average per annum market discount rate for
______-month Treasury bills); [from _______________ and thereafter the
rate will be the then current interest yield equivalent plus __% of
Interest Differential].]

Defeasance provisions:

[Describe any blackout provisions with respect to the Designated Securities]

Termination Date of "lock-up" pursuant to Section 3(e) of Underwriting
Agreement:

Time of Delivery:

________ a.m. (New York City time), ___________, 19__

Closing Location:

Names and Addresses of Representatives:

Offered Representatives:

Address for Notices, etc.:

[Other Terms]*:

<PAGE>

ANNEX II

Pursuant to Section 5(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;

(F) for-the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to
the specified date referred to in Clause (E) there were any decreases in
consolidated interest income or the total or per share amounts of
consolidated net income or other items specified by the Representatives,
or any increases in any items specified by the Representatives in each
case as compared with the comparable period of the preceding year and
with any other period of corresponding length specified by the
Representatives, except in each case for increases or decreases which
the Prospectus discloses have occurred or may occur or which are
described in such letter; and

All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the
letter delivered on the date of the Pricing Agreement for purposes of such
letter and to the Prospectus as amended or supplemented (including the
documents incorporated by reference therein) in relation to the applicable
Designated Securities for purposes of the letter delivered at the Time of
Delivery for such Designated Securities.

Exhibit 4.1

Central Fidelity Banks, Inc.

.........................................................
Trustee

______________

Indenture

Dated as of ...................

______________

Senior Debt Securities

..............................................................
Certain Sections of this Indenture relating to Sections 310
through 318,
inclusive, of the Trust Indenture Act of 1939:

Trust Indenture
Act Section Indenture Section

Section 310(a)(1) . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . 608
610
Section 311(a). . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . 613
Section 312(a). . . . . . . . . . . . . . . . 701
702
(b) . . . . . . . . . . . . . . . . 702
(c) . . . . . . . . . . . . . . . . 702
Section 313(a). . . . . . . . . . . . . . . . 703
(b) . . . . . . . . . . . . . . . . 703
(c) . . . . . . . . . . . . . . . . 703
(d) . . . . . . . . . . . . . . . . 703
Section 314(a). . . . . . . . . . . . . . . . 704
(a)(4) . . . . . . . . . . . . . . . . 101
1004
(b) . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . 102
Section 315(a). . . . . . . . . . . . . . . . 601
(b) . . . . . . . . . . . . . . . . 602
(c) . . . . . . . . . . . . . . . . 601
(d) . . . . . . . . . . . . . . . . 601
(e) . . . . . . . . . . . . . . . . 514
Section 316(a). . . . . . . . . . . . . . . . 101
(a)(1)(A). . . . . . . . . . . . . . . 502
512
(a)(1)(B). . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . 104
Section 317(a)(1) . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . 1003
Section 318(a). . . . . . . . . . . . . . . . 107

___________________
Note: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.

<PAGE>

TABLE OF CONTENTS
__________

Page

Parties . . . . . . . . . . . . . . . . . . . . . .
Recitals of the Company . . . . . . . . . . . . . .

ARTICLE ONE

Definitions and Other Provisions of General Application

Section 101.Definitions:
Act . . . . . . . . . . . . . . . . . . .
Affiliate; control. . . . . . . . . . . .
Authenticating Agent. . . . . . . . . . .
Board of Directors. . . . . . . . . . . .
Board Resolution. . . . . . . . . . . . .
Business Day. . . . . . . . . . . . . . .
Commission. . . . . . . . . . . . . . . .
Company . . . . . . . . . . . . . . . . .
Company Request; Company Order. . . . . .
Corporate Trust Office. . . . . . . . . .
corporation . . . . . . . . . . . . . . .
Covenant Defeasance . . . . . . . . . . .
Defaulted Interest. . . . . . . . . . . .
Defeasance. . . . . . . . . . . . . . . .
Depositary. . . . . . . . . . . . . . . .
Event of Default. . . . . . . . . . . . .
Exchange Act. . . . . . . . . . . . . . .
Expiration Date . . . . . . . . . . . . .
Global Security . . . . . . . . . . . . .
Holder. . . . . . . . . . . . . . . . . .
Indenture . . . . . . . . . . . . . . . .
interest. . . . . . . . . . . . . . . . .
Interest Payment Date . . . . . . . . . .
Investment Company Act. . . . . . . . . .
Maturity. . . . . . . . . . . . . . . . .
Notice of Default . . . . . . . . . . . .
Officers' Certificate . . . . . . . . . .
Opinion of Counsel. . . . . . . . . . . .
Original Issue Discount Security. . . . .
Outstanding . . . . . . . . . . . . . . .
Paying Agent. . . . . . . . . . . . . . .
Person. . . . . . . . . . . . . . . . . .
Place of Payment. . . . . . . . . . . . .
Predecessor Security. . . . . . . . . . .
Redemption Date . . . . . . . . . . . . .
Redemption Price. . . . . . . . . . . . .
Regular Record Date . . . . . . . . . . .
Responsible Officer . . . . . . . . . . .
Securities. . . . . . . . . . . . . . . .
Securities Act. . . . . . . . . . . . . .
Security Register and Security Registrar.
Special Record Date . . . . . . . . . . .
Stated Maturity . . . . . . . . . . . . .
Subsidiary. . . . . . . . . . . . . . . .
Trust Indenture Act . . . . . . . . . . .
Trustee . . . . . . . . . . . . . . . . .
U.S. Government Obligation. . . . . . . .
Vice President. . . . . . . . . . . . . .
Section 102.Compliance Certificates and Opinions. .
Section 103.Form of Documents Delivered to Trustee.
Section 104.Acts of Holders; Record Dates . . . . .
Section 105.Notices, Etc., to Trustee and Company .
Section 106.Notice to Holders; Waiver . . . . . . .
Section 107.Conflict with Trust Indenture Act . . .
Section 108.Effect of Headings and Table of Contents
Section 109.Successors and Assigns. . . . . . . . .
Section 110.Separability Clause . . . . . . . . . .
Section 111.Benefits of Indenture . . . . . . . . .
Section 112.Governing Law . . . . . . . . . . . . .
Section 113.Legal Holidays. . . . . . . . . . . . .

ARTICLE TWO

Security Forms

Section 201.Forms Generally . . . . . . . . . . . .
Section 202.Form of Face of Security. . . . . . . .
Section 203.Form of Reverse of Security . . . . . .
Section 204.Form of Legend for Global Securities. .
Section 205.Form of Trustee's Certificate of Authentication

ARTICLE THREE

The Securities

Section 301.Amount Unlimited; Issuable in Series. .
Section 302.Denominations . . . . . . . . . . . . .
Section 303.Execution, Authentication, Delivery and Dating
Section 304.Temporary Securities. . . . . . . . . .
Section 305.Registration, Registration of Transfer and Exchange
Section 306.Mutilated, Destroyed, Lost and Stolen Securities
Section 307.Payment of Interest; Interest Rights Preserved
Section 308.Persons Deemed Owners . . . . . . . . .
Section 309.Cancellation. . . . . . . . . . . . . .
Section 310.Computation of Interest . . . . . . . .

ARTICLE FOUR

Satisfaction and Discharge

Section 401.Satisfaction and Discharge of Indenture
Section 402.Application of Trust Money. . . . . . .

ARTICLE FIVE

Remedies

Section 501.Events of Default . . . . . . . . . . .
Section 502.Acceleration of Maturity; Rescission and Annulment
Section 503.Collection of Indebtedness and Suits for
Enforcement by Trustee. . . . . . . .
Section 504.Trustee May File Proofs of Claim. . . .
Section 505.Trustee May Enforce Claims Without Possession
of Securities . . . . . . . . . . . .
Section 506.Application of Money Collected. . . . .
Section 507.Limitation on Suits . . . . . . . . . .
Section 508.Unconditional Right of Holders to Receive Principal,
Premium and Interest. . . . . . . . .
Section 509.Restoration of Rights and Remedies. . .
Section 510.Rights and Remedies Cumulative. . . . .
Section 511.Delay or Omission Not Waiver. . . . . .
Section 512.Control by Holders. . . . . . . . . . .
Section 513.Waiver of Past Defaults . . . . . . . .
Section 514.Undertaking for Costs . . . . . . . . .
Section 515.Waiver of Usury, Stay or Extension Laws

ARTICLE SIX

The Trustee

Section 601.Certain Duties and Responsibilities . .
Section 602.Notice of Defaults. . . . . . . . . . .
Section 603.Certain Rights of Trustee . . . . . . .
Section 604.Not Responsible for Recitals or Issuance of
Securities. . . . . . . . . . . . . . . . . . . . .
Section 605.May Hold Securities . . . . . . . . . .
Section 606.Money Held in Trust . . . . . . . . . .
Section 607.Compensation and Reimbursement. . . . .
Section 608.Conflicting Interests . . . . . . . . .
Section 609.Corporate Trustee Required; Eligibility
Section 610.Resignation and Removal; Appointment of Successor
Section 611.Acceptance of Appointment by Successor.
Section 612.Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . .
Section 613.Preferential Collection of Claims Against Company
Section 614.Appointment of Authenticating Agent . .

ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

Section 701.Company to Furnish Trustee Names and Addresses
of Holders. . . . . . . . . . . . . .
Section 702.Preservation of Information; Communications
to Holders. . . . . . . . . . . . . .
Section 703.Reports by Trustee. . . . . . . . . . .
Section 704.Reports by Company. . . . . . . . . . .

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.Company May Consolidate, Etc., Only on
Certain Terms . . . . . . . . . . . .
Section 802.Successor Substituted . . . . . . . . .

ARTICLE NINE

Supplemental Indentures

Section 901.Supplemental Indentures Without Consent of Holders
Section 902.Supplemental Indentures with Consent of Holders
Section 903.Execution of Supplemental Indentures. .
Section 904.Effect of Supplemental Indentures . . .
Section 905.Conformity with Trust Indenture Act . .
Section 906.Reference in Securities to Supplemental Indentures

ARTICLE TEN

Covenants

Section 1001.Payment of Principal, Premium and Interest
Section 1002.Maintenance of Office or Agency. . . .
Section 1003.Money for Securities Payments to Be Held in Trust
Section 1004.Statement by Officers as to Default. .
Section 1005.Existence. . . . . . . . . . . . . . .
Section 1006.Maintenance of Properties. . . . . . .
Section 1007.Payment of Taxes and Other Claims. . .
Section 1008.Waiver of Certain Covenants. . . . . .

ARTICLE ELEVEN

Redemption of Securities

Section 1101.Applicability of Article . . . . . . .
Section 1102.Election to Redeem; Notice to Trustee.
Section 1103.Selection by Trustee of Securities to Be Redeemed
Section 1104.Notice of Redemption . . . . . . . . .
Section 1105.Deposit of Redemption Price. . . . . .
Section 1106.Securities Payable on Redemption Date.
Section 1107.Securities Redeemed in Part. . . . . .

ARTICLE TWELVE

Sinking Funds

Section 1201.Applicability of Article . . . . . . .
Section 1202.Satisfaction of Sinking Fund Payments with Securities
Section 1203.Redemption of Securities for Sinking Fund

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

Section 1301.Company's Option to Effect Defeasance or
Covenant Defeasance . . . . . . . . .
Section 1302.Defeasance and Discharge . . . . . . .
Section 1303.Covenant Defeasance. . . . . . . . . .
Section 1304.Conditions to Defeasance or Covenant Defeasance
Section 1305.Deposited Money and U.S. Government Obligations
to Be Held in Trust; Miscellaneous Provisions
Section 1306.Reinstatement. . . . . . . . . . . . .

Testimonium . . . . . . . . . . . . . . . . . . . .
Signatures and Seals. . . . . . . . . . . . . . . .
Acknowledgements. . . . . . . . . . . . . . . . . .

<PAGE>
INDENTURE, dated as of ................, between Central
Fidelity Banks, Inc., a corporation duly organized and existing
under the laws of the Commonwealth of Virginia (herein called the
"Company"), having its principal office at 1201 East Cary Street,
Richmond, Virginia, 23261 and .............................., a
........................... duly organized and existing under the
laws of ........, as Trustee (herein called the "Trustee").

Recitals of the Company

The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness
(herein called the "Securities"), to be issued in one or more series
as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

Now, Therefore, This Indenture Witnesseth:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Securities or
of series thereof, as follows:

ARTICLE ONE

Definitions and Other Provisions
of General Application

Section 101. Definitions.

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as
the singular;

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein
expressly provided, the term "generally accepted accounting prin-
ciples" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally
accepted at the date of such computation;

(4) unless the context otherwise requires, any reference to
an "Article" or a "Section" refers to an Article or a Section, as
the case may be, of this Indenture; and

(5) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not
to any particular Article, Section or other subdivision.

"Act", when used with respect to any Holder, has the meaning
specified in Section 104.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For the
purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to
the foregoing.

"Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to
authenticate Securities of one or more series.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.

"Business Day", when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are
authorized or obligated by law or executive order to close.

"Commission" means the Securities and Exchange Commission, from
time to time constituted, created under the Exchange Act, or, if at
any time after the execution of this instrument such Commission is
not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such
time.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture,
and thereafter "Company" shall mean such successor Person.

"Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

"Corporate Trust Office" means the principal office of the
Trustee in
................................................................ at
which at any particular time its corporate trust business shall be
administered.

"corporation" means a corporation, association, company, joint-
stock company or business trust.

"Covenant Defeasance" has the meaning specified in Section 1303.

"Defaulted Interest" has the meaning specified in Section 307.

"Defeasance" has the meaning specified in Section 1302.

"Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as
contemplated by Section 301.

"Event of Default" has the meaning specified in Section 501.

"Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to
time.

"Expiration Date" has the meaning specified in Section 104.

"Global Security" means a Security that evidences all or part of
the Securities of any series and bears the legend set forth in
Section 204 (or such legend as may be specified as contemplated by
Section 301 for such Securities).

"Holder" means a Person in whose name a Security is registered
in the Security Register.

"Indenture" means this instrument as originally executed and as
it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this
instrument and any such supplemental indenture, the provisions of
the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively.
The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

"interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity,
means interest payable after Maturity.

"Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an instalment of interest on such
Security.

"Investment Company Act" means the Investment Company Act of
1940 and any statute successor thereto, in each case as amended from
time to time.

"Maturity", when used with respect to any Security, means the
date on which the principal of such Security or an instalment of
principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise.

"Notice of Default" means a written notice of the kind specified
in Section 501(4) or 501(5).

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.

"Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company, and who shall be acceptable to the
Trustee.

"Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502.

"Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except:

(1) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

(2) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act
as its own Paying Agent) for the Holders of such Securities;
provided that, if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made;

(3) Securities as to which Defeasance has been effected
pursuant to Section 1302; and

(4) Securities which have been paid pursuant to Section 306
or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been pre-
sented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given,
made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security which shall
be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to
Section 502, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the
principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units
which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as
contemplated by Section 301, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) or
(B) above, of the amount determined as provided in such Clause), and
(D) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to pay
the principal of or any premium or interest on any Securities on
behalf of the Company.

"Person" means any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization
or government or any agency or political subdivision thereof.

"Place of Payment", when used with respect to the Securities of
any series, means the place or places where the principal of and any
premium and interest on the Securities of that series are payable as
specified as contemplated by Section 301.

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of
this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to
this Indenture.

"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to
this Indenture.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date
specified for that purpose as contemplated by Section 301.

"Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors,
the chairman or any vice-chairman of the executive committee of the
board of directors, the chairman of the trust committee, the
president, any vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the
controller or any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed
by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity
with the particular subject.

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated
and delivered under this Indenture.

"Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to
time.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

"Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.

"Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal
of such Security or such instalment of principal or interest is due
and payable.

"Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting
power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of
any contingency.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939
is amended after such date, "Trust Indenture Act" means, to the
extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture,
and thereafter "Trustee" shall mean or include each Person who is
then a Trustee hereunder, and if at any time there is more than one
such Person, "Trustee" as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that
series.

"U.S. Government Obligation" has the meaning specified in
Section 1304.

"Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice
president".

Section 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company
shall furnish to the Trustee such certificates and opinions as may
be required under the Trust Indenture Act. Each such certificate or
opinion shall be given in the form of an Officers' Certificate, if
to be given by an officer of the Company, or an Opinion of Counsel,
if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this
Indenture.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include,

(1) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions
herein relating thereto;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the
matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual
matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such
matters are erroneous.

Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but
need not, be consolidated and form one instrument.

Section 104. Acts of Holders; Record Dates.

Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by
such Holders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is
by a signer acting in a capacity other than his individual capacity,
such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems
sufficient.

The ownership of Securities shall be proved by the Security
Register.

Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security
issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such
Security.

The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of
Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph.
If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date,
and no other Holders, shall be entitled to take the relevant action,
whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of
the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for
any action for which a record date has previously been set pursuant
to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of
no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on
the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall
cause notice of such record date, the proposed action by Holders and
the applicable Expiration Date to be given to the Trustee in writing
and to each Holder of Securities of the relevant series in the
manner set forth in Section 106.

The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series
entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section
502, (iii) any request to institute proceedings referred to in
Section 507(2) or (iv) any direction referred to in Section 512, in
each case with respect to Securities of such series. If any record
date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from setting a
new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any
Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be
given to the Company in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 106.

With respect to any record date set pursuant to this Section,
the party hereto which sets such record dates may designate any day
as the "Expiration Date" and from time to time may change the
Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new
Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which set
such record date shall be deemed to have initially designated the
180th day after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no
Expiration Date shall be later than the 180th day after the
applicable record date.

Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may
do so with regard to all or any part of the principal amount of such
Security or by one or more duly appointed agents each of which may
do so pursuant to such appointment with regard to all or any part of
such principal amount.

Section 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed
with,

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished
or filed in writing to or with the Trustee at its Corporate Trust
Office, Attention: ................., or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instru-
ment or at any other address previously furnished in writing to
the Trustee and to the Holders by the Company.

Section 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled
to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in
reliance upon such waiver.

In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

Section 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act which is required under such
Act to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act which may be so
modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or to be excluded, as the case may
be.

Section 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the
construction hereof.

Section 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

Section 110. Separability Clause.

In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

Section 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

Section 112. Governing Law.

This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York.

Section 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any
Security which specifically states that such provision shall apply
in lieu of this Section)) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such
Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity.

ARTICLE TWO

Security Forms

Section 201. Forms Generally.

The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be
established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the
rules of any securities exchange or Depositary therefor or as may,
consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.

The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other
manner, all as determined by the officers executing such Securities,
as evidenced by their execution of such Securities.

Section 202. Form of Face of Security.

[Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

..........................................................

..................................................................
........

No. ......... $ ........

.........................., a corporation duly organized and
existing under the laws of ............... (herein called the
"Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to ...............................................,
or registered assigns, the principal sum of
...................................... Dollars on
........................................................ [if the
Security is to bear interest prior to Maturity, insert " , and to
pay interest thereon from ............. or from the most recent
Interest Payment Date to which interest has been paid or duly pro-
vided for, semi-annually on ............ and ............ in each
year, commencing ........., at the rate of ....% per annum, until
the principal hereof is paid or made available for payment, provided
that any principal and premium, and any such instalment of interest,
which is overdue shall bear interest at the rate of ...% per annum
(to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be
payable on demand. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which
shall be the ....... or ....... (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert "
The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon
redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of
....% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any
overdue principal or premium shall be payable on demand. Any such
interest on overdue principal or premium which is not paid on demand
shall bear interest at the rate of ......% per annum (to the extent
that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]

Payment of the principal of (and premium, if any) and [if
applicable, insert " any such] interest on this Security will be
made at the office or agency of the Company maintained for that
purpose in ............, in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.

Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.

Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.

In Witness Whereof, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:

......................................................

By...................................................

Attest:

.........................................

Section 203. Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of
............... (herein called the "Indenture", which term shall
have the meaning assigned to it in such instrument), between the
Company and ..................., as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [if applicable,
insert " , limited in aggregate principal amount to $...........].

[If applicable, insert " The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail,
[if applicable, insert " (1) on ........... in any year commencing
with the year ...... and ending with the year ...... through
operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert " on or after .........., 19..], as a whole or in
part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If
redeemed [if applicable, insert " on or before ...............,
...%, and if redeemed] during the 12-month period beginning
............. of the years indicated,

Redemption Redemption
Year Price Year Price

and thereafter at a Redemption Price equal to .....% of the
principal amount, together in the case of any such redemption [if
applicable, insert " (whether through operation of the sinking fund
or otherwise)] with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]

[If applicable, insert " The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail,
(1) on ............ in any year commencing with the year .... and
ending with the year .... through operation of the sinking fund for
this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time
[if applicable, insert " on or after ............], as a whole or in
part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning
............ of the years indicated,

Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund

and thereafter at a Redemption Price equal to .....% of the
principal amount, together in the case of any such redemption
(whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date, but interest instalments
whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

[If applicable, insert " Notwithstanding the foregoing, the
Company may not, prior to ............., redeem any Securities of
this series as contemplated by [if applicable, insert " Clause (2)
of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of
moneys borrowed having an interest cost to the Company (calculated
in accordance with generally accepted financial practice) of less
than .....% per annum.]

[If applicable, insert " The sinking fund for this series
provides for the redemption on ............ in each year beginning
with the year ....... and ending with the year ...... of [if
applicable, insert " not less than $.......... ("mandatory sinking
fund") and not more than] $......... aggregate principal amount of
Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [if applicable,
insert " mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert " mandatory] sinking fund payments
otherwise required to be made [if applicable, insert " , in the
inverse order in which they become due].]

[If the Security is subject to redemption of any kind, insert "
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]

[If applicable, insert " The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security]
[or] [certain restrictive covenants and Events of Default with
respect to this Security] [, in each case] upon compliance with
certain conditions set forth in the Indenture.]

[If the Security is not an Original Issue Discount Security,
insert " If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security,
insert " If an Event of Default with respect to Securities of this
series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. Such amount
shall be equal to " insert formula for determining the amount. Upon
payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest
(in each case to the extent that the payment of such interest shall
be legally enforceable), all of the Company's obligations in respect
of the payment of the principal of and premium and interest, if any,
on the Securities of this series shall terminate.]

The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of 66 2/3% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Securities of
this series, the Holders of not less than 25% in principal amount of
the Securities of this series at the time Outstanding shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Securities of this
series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the
times, place and rate, and in the coin or currency, herein
prescribed.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more
new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered
form without coupons in denominations of $....... and any integral
multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

Section 204. Form of Legend for Global Securities.

Unless otherwise specified as contemplated by Section 301 for
the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in
substantially the following form:

This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or
a nominee thereof. This Security may not be exchanged in whole or in
part for a Security registered, and no transfer of this Security in
whole or in part may be registered, in the name of any Person other than
such Depositary or a nominee thereof, except in the limited
circumstances described in the Indenture.

Section 205. Form of Trustee's Certificate of Authentication.

The Trustee's certificates of authentication shall be in
substantially the following form:

This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

..........................................,
As Trustee

By.........................................
Authorized Officer

ARTICLE THREE

The Securities

Section 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall
be established in or pursuant to a Board Resolution and, subject to
Section 303, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any
series,

(1)the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any
other series);

(2)any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities of the series pursuant to
Section 304, 305, 306, 906 or 1107 and except for any Securities
which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);

(3)the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such
interest;

(4)the date or dates on which the principal of any Securities
of the series is payable;

(5)the rate or rates at which any Securities of the series
shall bear interest, if any, or if the interest may be determined
with reference to an index or pursuant to a formula, the manner in
which such amounts shall be determined, the date or dates from
which any such interest shall accrue, the Interest Payment Dates
on which any such interest shall be payable and the Regular Record
Date for any such interest payable on any Interest Payment Date;

(6)the place or places where the principal of and any premium
and interest on any Securities of the series shall be payable;

(7)the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of
the series may be redeemed, in whole or in part, at the option of
the Company and, if other than by a Board Resolution, the manner
in which any election by the Company to redeem the Securities
shall be evidenced;

(8)the obligation, if any, of the Company to redeem or purchase
any Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of the Holder thereof and
the period or periods within which, the price or prices at which
and the terms and conditions upon which any Securities of the
series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;

(9)if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which any Securities of the
series shall be issuable;

(10)if the amount of principal of or any premium on any
Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts
shall be determined;

(11)if other than the currency of the United States of America,
the currency, currencies or currency units in which the principal
of or any premium or interest on any Securities of the series
shall be payable and the manner of determining the equivalent
thereof in the currency of the United States of America for any
purpose, including for purposes of the definition of "Outstanding"
in Section 101;

(12)if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the
Company or the Holder thereof, in one or more currencies or
currency units other than that or those in which such Securities
are stated to be payable, the currency, currencies or currency
units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the
periods within which and the terms and conditions upon which such
election is to be made and the amount so payable (or the manner in
which such amount shall be determined);

(13)if other than the entire principal amount thereof, the
portion of the principal amount of any Securities of the series
which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502;

(14)if the principal amount payable at the Stated Maturity of
any Securities of the series will not be determinable as of any
one or more dates prior to the Stated Maturity, the amount which
shall be deemed to be the principal amount of such Securities as
of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and
payable upon any Maturity other than the Stated Maturity or which
shall be deemed to be Outstanding as of any date prior to the
Stated Maturity (or, in any such case, the manner in which such
amount deemed to be the principal amount shall be determined);

(15)if applicable, that the Securities of the series, in whole
or any specified part, shall be defeasible pursuant to Section
1302 or Section 1303 or both such Sections and, if other than by
a Board Resolution, the manner in which any election by the
Company to defease such Securities shall be evidenced;

(16)if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective Depositaries for such
Global Securities, the form of any legend or legends which shall
be borne by any such Global Security in addition to or in lieu of
that set forth in Section 204 and any circumstances in addition to
or in lieu of those set forth in Clause (2) of the last paragraph
of Section 305 in which any such Global Security may be exchanged
in whole or in part for Securities registered, and any transfer of
such Global Security in whole or in part may be registered, in the
name or names of Persons other than the Depositary for such Global
Security or a nominee thereof;

(17)any addition to or change in the Events of Default which
applies to any Securities of the series and any change in the
right of the Trustee or the requisite Holders of such Securities
to declare the principal amount thereof due and payable pursuant
to Section 502;

(18)any addition to or change in the covenants set forth in
Article Ten which applies to Securities of the series; and

(19)any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as
permitted by Section 901(5)).

All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be
provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner
provided, in the Officers' Certificate referred to above or in any
such indenture supplemental hereto.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at
or prior to the delivery of the Officers' Certificate setting forth
the terms of the series.

Section 302. Denominations.

The Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as
shall be specified as contemplated by Section 301. In the absence of
any such specified denomination with respect to the Securities of
any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President
or one of its Vice Presidents, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company
shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication
and delivery of such Securities or did not hold such offices at the
date of such Securities.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with
the Company Order shall authenticate and deliver such Securities. If
the form or terms of the Securities of the series have been estab-
lished by or pursuant to one or more Board Resolutions as permitted
by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

(1)if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 201, that
such form has been established in conformity with the provisions
of this Indenture;

(2)if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 301, that
such terms have been established in conformity with the provisions
of this Indenture; and

(3)that such Securities, when authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own
rights, duties or immunities under the Securities and this Indenture
or otherwise in a manner which is not reasonably acceptable to the
Trustee.

Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver
the Officers' Certificate otherwise required pursuant to Section 301
or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentica-
tion of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

Section 304. Temporary Securities.

Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine,
as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office
or agency of the Company in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series, the Company shall
execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series, of
any authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and
tenor.

Section 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office
and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the
"Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein
provided.

Upon surrender for registration of transfer of any Security of
a series at the office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of like tenor and
aggregate principal amount.

At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is
entitled to receive.

All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.

Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the
Trustee) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security
Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.

No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to
Section 304, 906 or 1107 not involving any transfer.

If the Securities of any series (or of any series and specified
tenor) are to be redeemed in part, the Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of
that series (or of that series and specified tenor, as the case may
be) during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of any such
Securities selected for redemption under Section 1103 and ending at
the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

(1)Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for
such Global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each
such Global Security shall constitute a single Security for all
purposes of this Indenture.

(2)Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in
whole or in part may be registered, in the name of any Person
other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified the Company
that it is unwilling or unable to continue as Depositary for such
Global Security or (ii) has ceased to be a clearing agency
registered under the Exchange Act, (B) there shall have occurred
and be continuing an Event of Default with respect to such Global
Security or (C) there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for
this purpose as contemplated by Section 301.

(3)Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and
all Securities issued in exchange for a Global Security or any
portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

(4)Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, whether pursuant to this Section,
Section 304, 306, 906 or 1107 or otherwise, shall be authenticated
and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other
than the Depositary for such Global Security or a nominee thereof.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not
contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft
of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of
them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously
outstanding.

In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such
Security.

Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the
Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and
all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

Section 307. Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which
is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment
Date (herein called "Defaulted Interest") shall forthwith cease to
be payable to the Holder on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may
be paid by the Company, at its election in each case, as provided in
Clause (1) or (2) below:

(1)The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid
on each Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not
more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder
of Securities of such series in the manner set forth in
Section 106, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names
the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to
the following Clause (2).

(2)The Company may make payment of any Defaulted Interest on
the Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which such Securities may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this
Clause, such manner of payment shall be deemed practicable by
the Trustee.

Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

Section 308. Persons Deemed Owners.

Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.

Section 309. Cancellation.

All Securities surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and
may deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by
a Company Order.

Section 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day
months.

ARTICLE FOUR

Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for),
and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this
Indenture, when

(1)either

(A)all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in
Section 306 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or

(B)all such Securities not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity
within one year, or

(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the
expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose money in an amount sufficient to
pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for prin-
cipal and any premium and interest to the date of such deposit
(in the case of Securities which have become due and payable) or
to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied
with.

Notwithstanding the satisfaction and discharge of this Inden-
ture, the obligations of the Company to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating
Agent under Section 614 and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section,
the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall
be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the
Trustee.

ARTICLE FIVE

Remedies

Section 501. Events of Default.

"Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

(1) default in the payment of any interest upon any Security of
that series when it becomes due and payable, and continuance of
such default for a period of 30 days; or

(2) default in the payment of the principal of or any premium
on any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when
and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant
or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit
of series of Securities other than that series), and continuance
of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at
least 10% in principal amount of the Outstanding Securities of
that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

(5) a default under any bond, debenture, note or other evidence
of indebtedness for money borrowed by the Company (including a
default with respect to Securities of any series other than that
series) having an aggregate principal amount outstanding of at
least $2,000,000, or under any mortgage, indenture or instrument
(including this Indenture) under which there may be issued or by
which there may be secured or evidenced any indebtedness for money
borrowed by the Company having an aggregate principal amount
outstanding of at least $2,000,000, whether such indebtedness now
exists or shall hereafter be created, which default (A) shall
constitute a failure to pay any portion of the principal of such
indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto or (B) shall have
resulted in such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise have become
due and payable, without, in the case of Clause (A), such
indebtedness having been discharged or without, in the case of
Clause (B), such acceleration having been rescinded or annulled,
in each such case within a period of 10 days after there shall
have been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of
at least 10% in principal amount of the Outstanding Securities of
that series a written notice specifying such default and requiring
the Company to cause such indebtedness to be discharged or cause
such acceleration to be rescinded or annulled, as the case may be,
and stating that such notice is a "Notice of Default" hereunder;
provided, however, that, subject to the provisions of Sections 601
and 602, the Trustee shall not be deemed to have knowledge of such
default unless either (A) a Responsible Officer of the Trustee
shall have actual knowledge of such default or (B) the Trustee
shall have received written notice thereof from the Company, from
any Holder, from the holder of any such indebtedness or from the
trustee under any such mortgage, indenture or other instrument; or

(6) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law
or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reor-
ganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable Federal or State law,
or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or
of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days; or

(7) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action;
or

(8) any other Event of Default provided with respect to
Securities of that series.

Section 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified
in Section 501(6) or 501(7)) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in
every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may
declare the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities
as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due
and payable. If an Event of Default specified in Section 501(6) or
501 (7) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue
Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall
automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and
payable.

At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that
series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(A)all overdue interest on all Securities of that series,

(B)the principal of (and premium, if any, on) any Securities
of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate
or rates prescribed therefor in such Securities,

(C)to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and

(D)all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel;

and

(2) all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities
of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in
Section 513.

No such rescission shall affect any subsequent default or impair any
right consequent thereon.

Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if

(1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such
default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and any premium and
interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and premium
and on any overdue interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of
Securities of such series by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

Section 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have
claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

Section 505. Trustee May Enforce Claims Without Possession of
Securities.

All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by
the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disburse-
ments and advances of the Trustee, its agents and counsel, be for
the ratable benefit of the Holders of the Securities in respect of
which such judgment has been recovered.

Section 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on
account of principal or any premium or interest, upon presentation
of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

First: To the payment of all amounts due the Trustee under
Section 607; and

Second: To the payment of the amounts then due and unpaid for
principal of and any premium and interest on the Securities in
respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for
principal and any premium and interest, respectively.

Section 507. Limitation on Suits.

No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless

(1)such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that series;

(2)the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;

(3)such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities
to be incurred in compliance with such request;

(4)the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and

(5)no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of
a majority in principal amount of the Outstanding Securities of
that series;

it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other of such Holders, or to obtain or
to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all
of such Holders.

Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on
the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

Section 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the
last paragraph of Section 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other
appropriate right or remedy.

Section 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

Section 512. Control by Holders.

The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such series,
provided that

(1)such direction shall not be in conflict with any rule of law
or with this Indenture, and

(2)the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

Section 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may on behalf of the
Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except
a default

(1)in the payment of the principal of or any premium or
interest on any Security of such series, or

(2)in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right
consequent thereon.

Section 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs
of such suit, and may assess costs against any such party litigant,
in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section nor the Trust Indenture Act shall
be deemed to authorize any court to require such an undertaking or
to make such an assessment in any suit instituted by the Company.

Section 515. Waiver of Usury, Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury,
stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had
been enacted.

ARTICLE SIX

The Trustee

Section 601. Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the foregoing,
no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee shall be subject to the
provisions of this Section.

Section 602. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such
series notice of such default as and to the extent provided by the
Trust Indenture Act; provided, however, that in the case of any
default of the character specified in Section 501(4) with respect to
Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose
of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

Section 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(1)the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party
or parties;

(2)any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company
Order, and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;

(3)whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an
Officers' Certificate;

(4)the Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;

(5)the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or
direction;

(6)the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of
the Company, personally or by agent or attorney; and

(7)the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder.

Section 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds
thereof.

Section 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.

Section 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the
Company.

Section 607. Compensation and Reimbursement.

The Company agrees

(1)to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

(2)except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith; and

(3)to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

Section 608. Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture. To the extent permitted by such
Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to
Securities of more than one series [or a trustee under " list here
any prior indentures between the Company and the Trustee that have
not been satisfied and discharged and that may be excluded by the
proviso to Section 310(b)(1) of the Trust Indenture Act].

Section 609. Corporate Trustee Required; Eligibility.

There shall at all times be one (and only one) Trustee hereunder
with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee
shall be a Person that is eligible pursuant to the Trust Indenture
Act to act as such and either (i) has a combined capital and surplus
of at least $50,000,000 or (ii) is a wholly-owned subsidiary of a
bank, a trust company or a bank holding company, who together with
that of its parent bank, trust company or holding company, has a
combined capital and surplus of $50,000,000 and whose parent bank,
trust company, or holding company has undertaken to be responsible
for the acts of such subsidiary. If any such Person publishes
reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the
purposes of this Section and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the
Trustee with respect to the Securities of any series shall cease to
be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect here-
inafter specified in this Article.

Section 610. Resignation and Removal; Appointment of Successor.

No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.

The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to
the Company. If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the
Securities of such series.

The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company.

If at any time:

(1)the Trustee shall fail to comply with Section 608 after
written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or

(2)the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Company
or by any such Holder, or

(3)the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or
of its property shall be appointed or any public officer shall
take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any such case, (A) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (B) subject to
Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 611. If, within
one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of
a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements
of Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series
and each appointment of a successor Trustee with respect to the
Securities of any series to all Holders of Securities of such series
in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on
the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of
such successor Trustee relates, (2) if the retiring Trustee is not
retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which
the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than
one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of
the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all such rights, powers
and trusts referred to in the first or second preceding paragraph,
as the case may be.

No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.

Section 612. Merger, Conversion, Consolidation or Succession to
Business.

Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

Section 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such
other obligor).

Section 614. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the
Trustee by an Authenticating Agent and a certificate of authentica-
tion executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and
shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 (or is a wholly-owned subsidiary of a bank,
trust company or bank holding company, who has (together with such
parent) a combined capital surplus of not less than $50,000,000 and
whose parent has undertaken to be responsible for the acts of such
subsidiary) and subject to supervision or examination by Federal or
State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with
the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authen-
ticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this
Section, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall give notice of
such appointment in the manner provided in Section 106 to all
Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section,
and the Trustee shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 607.

If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the
following form:

This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

........................................,
As Trustee

By......................................,
As Authenticating Agent

By.......................................
Authorized Officer

ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses of
Holders.

The Company will furnish or cause to be furnished to the Trustee

(1)semi-annually, not later than ............... and
................... in each year, a list, in such form as the
Trustee may reasonably require, of the names and addresses of
the Holders of Securities of each series as of the preceding
.............. or .............., as the case may be, and

(2)at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

Section 702. Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the
Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names
and addresses of Holders made pursuant to the Trust Indenture Act.

Section 703. Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.

A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock
exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee when any
Securities are listed on any stock exchange.

Section 704. Reports by Company.

The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to
such Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the
Commission.

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

Section 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Company shall
not permit any Person to consolidate with or merge into the Company
or convey, transfer or lease its properties and assets substantially
as an entirety to the Company, unless:

(1)in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Company is merged
or the Person which acquires by conveyance or transfer, or which
leases, the properties and assets of the Company substantially as
an entirety shall be a corporation, partnership or trust, shall be
organized and validly existing under the laws of the United States
of America, any State thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and any
premium and interest on all the Securities and the performance or
observance of every covenant of this Indenture on the part of the
Company to be performed or observed;

(2)immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the
Company or any Subsidiary as a result of such transaction as
having been incurred by the Company or such Subsidiary at the time
of such transaction, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing;

(3)if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company
would become subject to a mortgage, pledge, lien, security
interest or other encumbrance which would not be permitted by this
Indenture, the Company or such successor Person, as the case may
be, shall take such steps as shall be necessary effectively to
secure the Securities equally and ratably with (or prior to) all
indebtedness secured thereby; and

(4)the Company has delivered to the Trustee an Officers' Cer-
tificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article
and that all conditions precedent herein provided for relating to
such transaction have been complied with.

Section 802. Successor Substituted.

Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor Person formed
by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this
Indenture and the Securities.

ARTICLE NINE

Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

(1)to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or

(2)to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender
any right or power herein conferred upon the Company; or

(3)to add any additional Events of Default for the benefit of
the Holders of all or any series of Securities (and if such
additional Events of Default are to be for the benefit of less
than all series of Securities, stating that such additional Events
of Default are expressly being included solely for the benefit of
such series); or

(4)to add to or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons,
or to permit or facilitate the issuance of Securities in
uncertificated form; or

(5)to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither
(i) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the
benefit of such provision nor (ii) modify the rights of the Holder
of any such Security with respect to such provision or (B) shall
become effective only when there is no such Security Outstanding;
or

(6)to secure the Securities; or

(7)to establish the form or terms of Securities of any series
as permitted by Sections 201 and 301; or

(8)to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than
one Trustee, pursuant to the requirements of Section 611; or

(9)to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture,
provided that such action pursuant to this Clause (9) shall not
adversely affect the interests of the Holders of Securities of any
series.

Section 902. Supplemental Indentures With Consent of Holders.

With the consent of the Holders of not less than 66"% in
principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under
this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

(1)change the Stated Maturity of the principal of, or any
instalment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or
any premium payable upon the redemption thereof, or reduce the
amount of the principal of an Original Issue Discount Security or
any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to
Section 502, or change any Place of Payment where, or the coin or
currency in which, any Security or any premium or interest thereon
is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption
Date), or

(2)reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and
their consequences) provided for in this Indenture, or

(3)modify any of the provisions of this Section, Section 513 or
Section 1008, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause
shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1008, or the
deletion of this proviso, in accordance with the requirements of
Sections 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of
Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the
substance thereof.

Section 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith,
and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound
thereby.

Section 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

Section 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article
may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of
such series.

ARTICLE TEN

Covenants

Section 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series
of Securities that it will duly and punctually pay the principal of
and any premium and interest on the Securities of that series in
accordance with the terms of the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series
may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided, however, that
no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any
such other office or agency.

Section 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each
due date of the principal of or any premium or interest on any of
the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium and interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action
or failure so to act.

Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the
principal of or any premium or interest on any Securities of that
series, deposit with a Paying Agent a sum sufficient to pay such
amount, such sum to be held as provided by the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such
Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in
respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust
by such Paying Agent for payment in respect of the Securities of
that series.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to
the Trustee all sums held in trust by the Company or such Paying
Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with
respect to such money.

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal
of or any premium or interest on any Security of any series and
remaining unclaimed for two years after such principal, premium or
interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of
general circulation in New York, New York, notice that such money
remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to
the Company.

Section 1004. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date
hereof, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace
or requirement of notice provided hereunder) and, if the Company
shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

Section 1005. Existence.

Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises;
provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof
is not disadvantageous in any material respect to the Holders.

Section 1006. Maintenance of Properties.

The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be
necessary so that the business carried on in connection therewith
may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties
if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

Section 1007. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the
Company or any Subsidiary or upon the income, profits or property of
the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested
in good faith by appropriate proceedings.

Section 1008 Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply
with any term, provision or condition set forth in any covenant
provided pursuant to Section 301(18), 901(2) or 901(7) for the
benefit of the Holders of such series if before the time for such
compliance the Holders of at least 66"% in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

ARTICLE ELEVEN

Redemption of Securities

Section 1101. Applicability of Article.

Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 301
for such Securities) in accordance with this Article.

Section 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. In case of any
redemption at the election of the Company of less than all the
Securities of any series (including any such redemption affecting
only a single Security), the Company shall, at least 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in
this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

Section 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor
are to be redeemed or unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any
Security of such series, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomina-
tion (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such
redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the
principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply
with respect to any redemption affecting only a single Security,
whether such Security is to be redeemed in whole or in part. In the
case of any such redemption in part, the unredeemed portion of the
principal amount of the Security shall be in an authorized
denomination (which shall not be less than the minimum authorized
denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be
redeemed only in part, to the portion of the principal amount of
such Securities which has been or is to be redeemed.

Section 1104. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register.

All notices of redemption shall state:

(1)the Redemption Date,

(2)the Redemption Price,

(3)if less than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to
be redeemed and, if less than all the Outstanding Securities of
any series consisting of a single Security are to be redeemed, the
principal amount of the particular Security to be redeemed,

(4)that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and
after said date,

(5)the place or places where each such Security is to be
surrendered for payment of the Redemption Price, and

(6)that the redemption is for a sinking fund, if such is the
case.

Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of
the Company and shall be irrevocable.

Section 1105. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to
be redeemed on that date.

Section 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 301, instalments of
interest whose Stated Maturity is on or prior to the Redemption Date
will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the
provisions of Section 307.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium
shall, until paid, bear interest from the Redemption Date at the
rate prescribed therefor in the Security.

Section 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and
of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Security so
surrendered.

ARTICLE TWELVE

Sinking Funds

Section 1201. Applicability of Article.

The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of any series except
as otherwise specified as contemplated by Section 301 for such
Securities.

The minimum amount of any sinking fund payment provided for by
the terms of any Securities is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum
amount provided for by the terms of such Securities is herein
referred to as an "optional sinking fund payment". If provided for
by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of
Securities as provided for by the terms of such Securities.

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply
as a credit Securities of a series which have been redeemed either
at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case
in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent
provided for by the terms of such Securities; provided that the
Securities to be so credited have not been previously so credited.
The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the Redemption Price, as specified in
the Securities so to be redeemed, for redemption through operation
of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.

Section 1203. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date
for any Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of
such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities pursuant
to Section 1202 and will also deliver to the Trustee any Securities
to be so delivered. Not less than 30 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified
in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

Defeasance and Covenant Defeasance

Section 1301. Company's Option to Effect Defeasance or Covenant
Defeasance.

The Company may elect, at its option at any time, to have
Section 1302 or Section 1303 applied to any Securities or any series
of Securities, as the case may be, designated pursuant to
Section 301 as being defeasible pursuant to such Section 1302 or
1303, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by
a Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities.

Section 1302. Defeasance and Discharge.

Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as
the case may be, the Company shall be deemed to have been discharged
from its obligations with respect to such Securities as provided in
this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called "Defeasance"). For
this purpose, such Defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by
such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or
discharged hereunder: (1) the rights of Holders of such Securities
to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities when
payments are due, (2) the Company's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the
rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this
Article, the Company may exercise its option (if any) to have this
Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 1303 applied to such
Securities.

Section 1303. Covenant Defeasance.

Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as
the case may be, (1) the Company shall be released from its
obligations under Section 801(3), Sections 1006 and 1007, and any
covenants provided pursuant to Section 301(18), 901(2) or 901(7) for
the benefit of the Holders of such Securities, and (2) the
occurrence of any event specified in Sections 501(4) (with respect
to any of Section 801(3), Sections 1006 and 1007, and any such
covenants provided pursuant to Section 301(18), 901(2) or 901(7)),
501(5) and 501(8) shall be deemed not to be or result in an Event of
Default in each case with respect to such Securities as provided in
this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with
and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so
specified in the case of Section 501(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any
other provision herein or in any other document, but the remainder
of this Indenture and such Securities shall be unaffected thereby.

Section 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of
Section 1302 or Section 1303 to any Securities or any series of
Securities, as the case may be:

(1)The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with
the provisions of this Article applicable to it) as trust funds in
trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the
benefits of the Holders of such Securities, (A) money in an
amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day
before the due date of any payment, money in an amount, or (C) a
combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the
Trustee (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance with
the terms of this Indenture and such Securities. As used herein,
"U.S. Government Obligation" means (x) any security which is (i) a
direct obligation of the United States of America for the payment
of which the full faith and credit of the United States of America
is pledged or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and
(y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect
to any U.S. Government Obligation which is specified in Clause (x)
above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which
is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.

(2)In the event of an election to have Section 1302 apply to
any Securities or any series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or
(B) since the date of this instrument, there has been a change in
the applicable Federal income tax law, in either case (A) or (B)
to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the
case if such deposit, Defeasance and discharge were not to occur.

(3)In the event of an election to have Section 1303 apply to
any Securities or any series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result
of the deposit and Covenant Defeasance to be effected with respect
to such Securities and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to
occur.

(4)The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any
other Securities of the same series, if then listed on any
securities exchange, will be delisted as a result of such deposit.

(5)No event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to such Securities
or any other Securities shall have occurred and be continuing at
the time of such deposit or, with regard to any such event
specified in Sections 501(6) and (7), at any time on or prior to
the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such
90th day).

(6)The completion of such Defeasance or Covenant Defeasance
shall not cause the Trustee to have a conflicting interest within
the meaning of the Trust Indenture Act (assuming all Securities
are in default within the meaning of such Act).

(7)Such Defeasance or Covenant Defeasance shall not result in
a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by
which it is bound.

(8)Such Defeasance or Covenant Defeasance shall not result in
the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act unless
such trust shall be registered under such Act or exempt from
registration thereunder.

(9) The Company shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that
all conditions precedent with respect to such Defeasance or
Covenant Defeasance have been complied with.

Section 1305. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 1306, the Trustee
and any such other trustee are referred to collectively as the
"Trustee") pursuant to Section 1304 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from
other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the
Holders of Outstanding Securities.

Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or U.S. Government Obligations held by it
as provided in Section 1304 with respect to any Securities which, in
the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.

Section 1306. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such
Securities from which the Company has been discharged or released
pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect
to such Securities, until such time as the Trustee or Paying Agent
is permitted to apply all money held in trust pursuant to
Section 1305 with respect to such Securities in accordance with this
Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

_____________________________

This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same
instrument.

In Witness Whereof, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first
above written.

CENTRAL FIDELITY BANKS, INC.

By.......................................................

Attest:

......................................

.................................
......................

By.......................................................

Attest:

......................................
Commonwealth of Virginia )
) ss.:
County of ______________)

On the .... day of ..........., ...., before me personally came
..........................., to me known, who, being by me duly
sworn, did depose and say that he is .................... of Central
Fidelity Banks, Inc., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto
by like authority.

...............................................

State of New York)
) ss.:
County of New York)

On the .... day of ..........., ...., before me personally came
..........................., to me known, who, being by me duly
sworn, did depose and say that he is .................... of
................................., one of the corporations described
in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name
thereto by like authority.

...............................................

Exhibit 4.4
ARTICLES OF AMENDMENT
OF
CENTRAL FIDELITY BANKS, INC.

1. The name of the corporation is Central Fidelity Banks, Inc.

2. The first paragraph of Article III shall be deleted and the
following substituted therefore:

The aggregate number of shares of Capital Stock which the
corporation shall have authority to issue, the class and the
par value per share thereof are as follows:

Class Number of Shares Par Value Per Share
Common ............ 100,000,000 $ 5.00
Preferred ......... 200,000 100.00
1983 Preferred .... 4,000,000 25.00

3. Article IV is repealed.

4. The amendments to Article III and Article IV were adopted
on May 13, 1993.

5. The amendments to Article III and Article IV were proposed
by the board of directors and submitted to the shareholders in
accordance with the Virginia Stock Corporation Act, Title 13.1,
Chapter 9 of the Code of Virginia (1950), as amended.

6. The number of shares outstanding and entitled to vote on
such amendments was 38,564,514 shares of the Corporation's Common
Stock.

7. The number of shares voting for, against or abstaining to
vote on the amendments was as follows:

a. Article III amendment:
For Against Abstain
Common Stock 21,295,325 1,263,835 392,307
55.22% 3.3% 1.0%

b. Article IV amendment:
For Against Abstain
Common Stock 20,325,641 1,914,198 711,626
52.71% 5.0% 1.8%

Dated May 18, 1993.
CENTRAL FIDELITY BANKS, INC.

By /S/ William N. Stoyko
William N. Stoyko, Secretary and
Corporate Executive Officer

Exhibit 5

August 31, 1994

Board of Directors
Central Fidelity Banks, Inc.
1021 East Cary Street
Richmond, VA 23219

Gentlemen:

This is in reference to the Registration Statement on Form S-3 (the
"Registration Statement") which is about to be filed by Central Fidelity
Banks, Inc. (the "Company") with the Securities and Exchange Commission
for the registration under the Securities Act of 1933, as amended (the
"Act"), of (U.S.) $500,000,000 in aggregate amount of securities of the
Company, such securities to consist of (i) shares of Common Stock, $5.00
par value, including associated rights to purchase Series A Junior
Participating Preferred Stock (together, the "Common Stock"), (ii)
shares of Preferred Stock, $100.00 par value, and 1983 Preferred Stock,
$25.00 par value (collectively, the "Preferred Stock"), and (iii) one or
more series of senior or subordinated debt securities (the "Debt
Securities") as may be authorized by the Company (such Common Stock,
Preferred Stock and Debt Securities being hereinafter referred to as the
"Securities"). The Registration Statement also registers an
indeterminate number of shares of Common Stock as may be issuable upon
conversion of convertible Debt Securities or of convertible Preferred
Stock registered thereby.

The Securities are to be offered and sold by the Company from time to
time pursuant to one or more Underwriting Agreements to be filed with such
Registration Statement. The Debt Securities will be, when issued, subject
to the provisions of either (i) an Indenture for Senior Debt Securities,
between the Company and a trustee eligible to act under the Trust Indenture
Act of 1939, the form of which is filed as an exhibit to the Registration
Statement (the "Senior Debt Indenture"), or (ii) the Indenture Regarding
Subordinated Securities, dated November 25, 1992, between the Company and
Chemical Bank, as Trustee (the "Subordinated Debt Indenture"), incorporated
by reference as an exhibit to the Registration Statement.

We have examined such corporate proceedings, records and documents as we
considered necessary for the purposes of this opinion.

Upon the basis of such examination, it is our opinion that:

1. When (i) the Registration Statement has become effective under the
Act and under all state securities laws where registration or qualification
is required, (ii) the applicable Underwriting Agreement and any related
Pricing Agreement have been duly authorized, executed and delivered by the
Company, (iii) in the case of Preferred Stock, the designation of one or more
series of Preferred Stock and the establishment of the relative rights,
preferences, limitations and qualifications of such series has been duly
authorized by the Company, (iv) in the case of Common Stock and Preferred
Stock, the issuance and sale of shares and the terms of the offering have
been duly authorized by the Company, (v) the issuance and sale of shares of
Common Stock or Preferred Stock are in conformity with the Registration
Statement and any Prospectus or Prospectus Supplement that may be filed or in
effect from time to time, the Virginia Stock Corporation Act as then in
effect (the "Virginia Act"), and the Company's Restated Articles of
Incorporation, as amended, and do not violate any applicable law, order, rule
or regulation or any document, agreement or instrument then binding on the
Company, and (vi) the form of certificates representing shares of Common
Stock or Preferred Stock complies in all respects with the requirements of
the Virginia Act, the Common Stock and Preferred Stock, when issued against
payment therefor, will be validly issued, fully paid and non-assessable under
the laws of the Commonwealth of Virginia.

2. When (i) the Registration Statement has become effective under the
Act and under all state securities laws where registration or qualification
is required, (ii) the Senior Debt Indenture, the Subordinated Debt Indenture
and the Underwriting Agreement and any related Pricing Agreement applicable
to the Debt Securities have been duly authorized, executed and delivered by
the Company, (iii) the terms of any series of the Debt Securities and of
their offering, issuance and sale have been duly authorized by the Company,
(iv) the issuance and sale of the Debt Securities are in conformity with the
Registration Statement and any Prospectus or Prospectus Supplement that may
be filed or in effect from time to time and the applicable Indenture, and do
not violate any applicable law, order, rule or regulation or any document,
agreement or instrument then binding on the Company, (v) in the case of the
Senior Indenture, a trustee eligible to act under the Trust Indenture Act of
1939 has been appointed to serve thereunder and a Statement of Eligibility
and Qualification on Form T-1 with respect to such trustee has been filed
with the Commission as required, and (vi) the Debt Securities have been duly
executed and authenticated in accordance with the applicable Indenture, the
Debt Securities, when issued against payment therefor, will constitute valid
and binding obligations of the Company, enforceable in accordance with their
terms, except to the extent that enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally; by general
principles of equity (regardless of whether enforceability is considered in
an action at law or a suit in equity), including the availability of
equitable remedies; and by procedural requirements of law applicable to the
exercise of creditors' rights generally.

We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the reference to us under an
appropriate caption relating to the validity of the Securities in any
Prospectus Supplement forming a part of the Registration Statement.

Very truly yours,

WILLIAMS, MULLEN, CHRISTIAN & DOBBINS

Exhibit 12

<TABLE>
CENTRAL FIDELITY BANKS, INC.
RATIO OF EARNINGS TO FIXED CHARGES
FOR THE PERIODS INDICATED

Six Months
Ended June 30, Year Ended December 31,

1994 1993 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C>
Net income $58,874 $50,444 $102,917 $78,516 $60,435 $55,753 54,384
Income tax expense 28,531 21,650 44,334 30,782 18,909 13,609 15,740
------- ------- -------- ------- ------- ------- ------
Pretax income $87,405 $72,094 $147,251 $109,298 $79,344 $69,362 70,124
======= ======= ======= ======= ======= ======= ======
Fixed charges:
Interest on borrowings $38,047 $22,632 $50,553 $33,364 $43,620 $54,353 42,396
Amortization of debt
issuance expenses 59 62 125 44 42 42 42
Interest portion of
rental expense 1,719 1,673 3,377 3,253 3,047 2,938 2,535
------- ------- ------- ------- ------- ------- ------
Excluding interest on
deposits $39,825 $24,367 $54,055 $36,661 $46,709 $57,333 44,973

Interest on deposits $110,226 $121,712 $239,178 $252,333 $275,745 $271,749 243,935
======= ======= ======= ======= ======= ======= ======

Including interest on
deposits $150,051 $146,079 $293,233 $288,994 $322,454 $329,082 288,908
======= ======= ======= ======= ======= ======= ======

Ratio of Earnings to
Fixed Charges:
Excluding interest on
deposits 3.19 3.96 3.72 3.98 2.70 2.21 2.56
Including interest on
deposits 1.58 1.49 1.50 1.38 1.25 1.21 1.24

</TABLE>

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Central Fidelity Banks, Inc.:

We consent to the use of our report incorporated herein and to the reference
to our firm under the heading "Experts" in the prospectus.

KPMG PEAT MARWICK LLP

Richmond, Virginia
August 31, 1994

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer and/or director of Central Fidelity Banks, Inc. (the
"Company"), a Virginia corporation, hereby constitutes and appoints
each of Lewis N. Miller, Jr., James F. Campbell, William N. Stoyko
and Charles W. Tysinger, any of whom may act individually, as my
attorney-in-fact, each with power of substitution, for me in my
name, place and stead, in any and all capacities, to execute and
file with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-3, with any and all schedules,
exhibits and other documents pertaining thereto or in connection
therewith, relating to the registration pursuant to Commission Rule
415 of an aggregate amount of up to $500 million in equity and debt
securities of the Company (the "Securities"), without designation
as to the amounts or proportions of each, such Securities to
include shares of the Company's Common Stock, par value $5.00, with
associated share purchase rights, Preferred Stock, par value
$100.00, 1983 Preferred Stock, par value $25.00, and such debt
securities as may be authorized by the Company from time to time,
and any and all amendments or supplements thereto. The
attorneys-in-fact are further authorized to execute and deliver all
documents, instruments, agreements and regulatory or governmental
filings to the Commission and any applicable securities or Blue Sky
authorities of any state or other jurisdiction in connection with
the offer and sale of the Securities. The undersigned hereby
ratifies and confirms all that each said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.

James F. Betts

Date: 8-16-94

<PAGE>

POWER OF ATTORNEY

Alvin R. Clements

Date: 8-15-94

<PAGE>

POWER OF ATTORNEY

Pauline Allen Ellison

Date: 8-15-94

<PAGE>

POWER OF ATTORNEY

Jack H. Ferguson

Date: 8-22-94

<PAGE>

POWER OF ATTORNEY

Robert L. Freeman

Date: 8-16-94

<PAGE>

POWER OF ATTORNEY

Thomas R. Glass

Date: 8-14-94

<PAGE>

POWER OF ATTORNEY

George R. Lewis

Date: 8-15-94

<PAGE>

POWER OF ATTORNEY

G. Bruce Miller

Date: 8-15-94

<PAGE>

POWER OF ATTORNEY

T. Justin Moore, Jr.

Date: 8-14-94

<PAGE>
POWER OF ATTORNEY

Richard L. Morrill

Date: 8-15-94

<PAGE>

POWER OF ATTORNEY

Lloyd U. Noland, III

Date: 8-15-94

<PAGE>
POWER OF ATTORNEY

William G. Reynolds, Jr.

Date: 8-15-94

<PAGE>

POWER OF ATTORNEY

Kenneth S. White

Date: 8-14-94

D/S-3poa.uni