CENTRAL FIDELITY BANKS INC, S-8, 1995-07-14

CENTRAL FIDELITY BANKS INC
S-8, 1995-07-14
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on July __, 1995
Registration No.: 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CENTRAL FIDELITY BANKS, INC.
(Exact name of registrant as specified in its charter)

Commonwealth of Virginia 54-1091649

(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1021 E. Cary Street
Post Office Box 27602
Richmond, Virginia 23261
(Address of Principal Executive (Zip Code)
Offices)

1993 Incentive Stock Option Plan
1991 Incentive Stock Option Plan
1988 Incentive Stock Option Plan
1986 Incentive Stock Option Plan
(Full Title of the Plan)

William N. Stoyko
1021 E. Cary Street
Post Office Box 27602
Richmond, Virginia 23261

(Name and address of agent for service)

(804) 697-7145

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share<F2> price<F2> fee
<S> <C> <C> <C> <C>
Common Stock par value $5.00
per share<F1> 2,141,387 $30.00 $64,241,610 $22,153

<FN>
<F1> Each share of Common Stock includes one share purchase right issued
pursuant to a Rights Agreement, dated as of November 9, 1994, between
the Registrant and Central Fidelity National Bank.
<F2> Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h) based
upon the average of the last sale price of the Common Stock of
Central Fidelity Banks, Inc. as reported on the National Association
of Securities Dealers Automated Quotation System on July 12, 1995.
</FN>
</TABLE>
<PAGE>
<PAGE> 1

PROSPECTUS

2,141,387 Shares

Central Fidelity Banks, Inc.

COMMON STOCK
(Par Value $5.00 Per Share)
________________

This Prospectus relates to up to 747,700 shares, 605,900 shares,
397,321 shares and 390,466 shares (together, the "Option Shares") of Common
Stock, par value $5.00 per share (the "Common Stock"), of Central Fidelity
Banks, Inc. (the "Company") which may be delivered upon the exercise of
stock options (the "Options") granted under each of the Company's 1993
Incentive Stock Option Plan (the "1993 Plan"), 1991 Incentive Stock Option
Plan (the "1991 Plan"), 1988 Incentive Stock Option Plan (the "1988 Plan")
and 1986 Incentive Stock Option Plan (the "1986 Plan" and, together with
the 1993 Plan, 1991 Plan and 1988 Plan, the "Plans"), respectively. This
Prospectus is to be used in connection with the delivery of the Option
Shares to the holders of Options under the Plans upon the exercise thereof.

________________

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 July __, 1995.

<PAGE>
<PAGE> 2

THE PLANS

The following summary of the 1993 Plan, 1991 Plan, 1988 Plan and 1986
Plan of the Company does not purport to be complete and is qualified in its
entirety by reference to the Plans, copies of which have been filed as
exhibits to the Registration Statement to which this Prospectus is a part.

The purpose of each Plan is to encourage selected key employees of
the Company to remain in the Company's employ and to give the participating
key employees an incentive to increase the Company's earnings. The Plans
provide that the Board of Directors of the Company or a Committee of the
Board of Directors, consisting of at least three directors who are not
eligible to receive awards under the Plans (the "Stock Plan Committee"),
may grant Options to purchase shares of Common Stock, including incentive
stock options within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended, from time to time (the "Code"). The Plans are
administered and interpreted by the Board of Directors or the Stock Plan
Committee and expire on March 12, 2003 (in the case of the 1993 Plan),
March 12, 2001 (in the case of the 1991 Plan), February 2, 1998 (in the
case of the 1988 Plan) and February 4, 1996 (in the case of the 1986 Plan)
or in each case such earlier date or dates as the Board of Directors of the
Company may determine (provided that any such termination shall not affect
the term of any outstanding Options). The Board of Directors of the Company
or the Stock Plan Committee may amend the Plans and, with the consent of
the optionee, the terms and conditions of outstanding Options; provided,
however, that no such amendment may increase the number of shares of Common
Stock issuable under the Plans without the consent of the stockholders.
The Company has not received and will not receive any cash or property in
consideration of the granting of Options under the Plans.

Options may be granted under the Plans to all key employees
(including officers and directors who are regular employees of the Company)
selected by the Board of Directors or the Stock Plan Committee, and the
1993 and 1991 Plans are also open to all employees selected by the Board of
Directors or the Stock Plan Committee with at least five years of service
to the Company. Subject to certain anti-dilution adjustments provided for
in the Plans, the maximum number of shares of Common Stock as to which
Options may be granted under the 1993 Plan is 750,000 shares and the
maximum number of shares of Common Stock as to which Options may be granted
under each of the 1991, 1988 and 1986 Plans is 300,000 shares. Shares of
Common Stock to be issued under the Plans may be authorized and unissued
shares or may be treasury shares. Any fees, commissions or other charges
associated with the acquisition of any treasury shares issued under the
Plans will be borne by the Company.

The Options granted under the Plans have an exercise price of 100% of
the fair market value of the Common Stock on the date of grant (and in any
event not less than the par value of the Common Stock), are non-
transferable (other than by will or the laws of descent and distribution)
and are subject to customary anti-dilution provisions. Options will be
exercisable on such dates as determined by the Board of Directors or the
Stock Plan Committee and expire on the earliest of (i) ten years from the
date of grant, (ii) the date determined by the Board of Directors or the
Stock Plan Committee, (iii) the third month after termination of employment
with the Company (except retirement at normal retirement age (or such
earlier date approved by the Stock Plan Committee) or retirement for
disability) or (iv) twelve months after the optionee dies. Options under the
1993 Plan are subject to immediate termination if the optionee participates
in (i) fraud, misconduct or violation of a criminal law or (ii) any conduct,
activity or action which in the sole determination of the Company's Board of
Directors or the Stock Plan Committee is detrimental to the Company's
interests. To exercise an Option, the optionee must given written notice to
the Company specifying the number of shares of Common Stock to be purchased
and, unless otherwise specifically provided by the Board of Directors or the
Stock Plan Committee, accompanied by payment of the full purchase price
therefor by check. Unless otherwise determined by the

<PAGE>
<PAGE> 3

Stock Plan Committee or the Board of Directors no shares of Common Stock
may be issued before a registration statement is filed with the Securities
and Exchange Commission.

The Plans are not subject to the provisions of the Employee
Retirement Income Security Act of 1974. Information concerning the Plans
may be obtained from James F. Campbell, Controller at 1021 E. Cary Street,
Post Office Box 27602, Richmond, Virginia 23261, telephone number
(804) 697-7086.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion of certain federal income tax consequences
with respect to the Options that may be granted pursuant to the Plans is
based on an analysis of the present provisions of the Code, and the
regulations promulgated thereunder, all of which are subject to change. In
addition to being subject to the federal income tax consequences described
below, a participant may also be subject to foreign, state and local income
tax consequences in the jurisdiction in which he or she works and/or
resides. Each participant should consult his or her personal tax advisor
to determine the specific tax consequences to him or her of participation
in the Plans.

Incentive Stock Options

Generally, no taxable income will be realized by an optionee upon the
grant of an incentive stock option (an "ISO") and the Company will not be
allowed a tax deduction.

If shares are issued to an optionee pursuant to the exercise of an
ISO and the optionee does not dispose of such shares within the two-year
period after the date of grant or within one year after the receipt of such
shares by the optionee (a "disqualifying disposition"), then, generally
(i) the optionee will not realize ordinary income upon exercise, (ii) upon
sale of such shares, any amount realized in excess of the exercise price of
the ISO will be taxed to such optionee as a long-term capital gain and any
loss sustained will be a long-term capital loss, and (iii) no deduction
will be allowed to the Company. However, if shares acquired upon the
exercise of an ISO are disposed of in a disqualifying disposition,
generally (x) the optionee will realize ordinary income in the year of
disposition in an amount equal to the excess (if any) of the fair market
value of such shares at the time of exercise (or, if less, the amount
realized on the disposition of shares), over the exercise price thereof,
and (y) the Company will be entitled to deduct an amount equal to such
income. Any additional gain recognized by the optionee upon a disposition
of such shares prior to the expiration of the holding period described
above will be taxed as a short-term or long-term capital gain, as the case
may be, and will not result in any deduction by the Company.

Subject to certain exceptions, an ISO generally will not be treated
as an ISO if it is exercised more than three months following termination
of employment. If an ISO is exercised at a time when it no longer qualifies
as an ISO, such Option will be treated as a non-qualified stock option (an
"NQSO").

<PAGE>
<PAGE> 4

The amount by which the fair market value of the Common Stock on the
exercise date of an ISO exceeds the purchase price generally will
constitute an item which increases the optionee's "alternative minimum
taxable income."

Nonqualified Stock Options

In the event an option fails to qualify as an ISO or loses its status
as an ISO and is treated as an NQSO, upon exercise of the NQSO the optionee
generally must include in ordinary income at the time of exercise an amount
equal to the excess, if any, of the fair market value of the shares at the
time of exercise over the purchase price, and will have a tax basis in such
shares equal to (i) the cash paid upon exercise, plus (ii) the amount taxable
as ordinary income to the optionee.

Subject to the limitations of the Code, the Company will
generally be entitled to a deduction in the amount of the optionee's
ordinary income at the time such income is recognized by the optionee.
Income and payroll taxes are required to be withheld on the amount of
ordinary income resulting from the exercise of an NQSO.

<PAGE>
<PAGE> 5

REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Copies of the documents incorporated by reference in Item 3 of Part
II of this registration statement (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference herein) are
incorporated by reference in this Prospectus and are available upon written
or oral request without charge to each person to whom this Prospectus is
delivered. Other documents required to be delivered to employees pursuant
to Rule 428(b) under the Securities Act are also available upon written or
oral request without charge to each person to whom this Prospectus is
delivered. Written or telephone requests should be directed to Central
Fidelity Banks, Inc., 1021 E. Cary Street, Post Office Box 27602, Richmond,
Virginia, 23261, Attention: Susan Lawrence Mistr, Public Relations Manager,
(804) 697-7261.

<PAGE>
<PAGE> 6

2,141,387 Shares

Central Fidelity
Banks, Inc.

(Par Value $5.00 Per Share)

July __, 1995

<PAGE>
<PAGE> 1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by the Company pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated
herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.

(c) The Company's Form 8-B filed April 30, 1979; Form 8-A dated
May 17, 1989; and Amendment No. 1 to Form 8-A dated
November 18, 1994.

(d) The Company's Current Reports on Form 8-K dated February 7,
1995 and June 9, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock have been sold or
which deregisters all shares of Common Stock then remaining unsold shall be
deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement 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 statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. DESCRIPTION OF CAPITAL STOCK

Not Applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Williams, Mullen, Christian & Dobbins, Richmond,
Virginia. As of June 30, 1995, certain shareholders of Williams, Mullen,
Christian & Dobbins were beneficial owners of an aggregate of approximately
224,413 shares of Common Stock.

<PAGE>
<PAGE> 2

Item 6. 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 or 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 of 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 Registrant contain provisions
indemnifying the directors and officers of the 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 Registrant also eliminate the liability of
directors and officers to the Registrant in excess of one dollar as
permitted by the Code.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8. EXHIBITS

Exhibit
Number Description Location

4 Instruments defining the rights
of security holders, including
indentures

(a) Restated Articles of Incorporated by reference
Incorporation of the herein from Exhibit 3.1 to
Company adopted March 14, Form 8, dated May 22, 1992
1990 . . . . . . . . . . . (File No. 0-8829).

Articles of Amendment (to Incorporated by reference
Restated Articles herein from Exhibit 4.4 of
Incorporation) of the Form S-3 dated August 31,
Company, dated May 18, 1994 (File No. 33-55311)
1993.

(b) Restated By-laws of the Incorporated by reference
Company . . . . . . . . . . from Exhibit 3.2 to Form 8,
dated May 22, 1992 (File
No. 0-8829).

(d) 1991 Incentive Stock Option Filed as exhibit hereto.
Plan . . . . . . . . . . .

(e) 1988 Incentive Stock Option Filed as exhibit hereto.
Plan . . . . . . . . . . .

(f) 1986 Incentive Stock Option Filed as exhibit hereto.
Plan . . . . . . . . . . .

5 Opinion re validity . . . . . . . Filed as exhibit hereto.

23 Consents of experts and counsel

(a) KPMG Peat Marwick LLP . . . Filed as exhibit hereto.

(b) Williams, Mullen,
Christian & Dobbins . . . . Included in Exhibit 5.

24 Powers of Attorney . . . . . . . Included as exhibits hereto.
<PAGE>
<PAGE> 3

Item 9. UNDERTAKINGS

(a) 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, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
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 this Registration Statement and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that subparagraphs (i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in this Registration
Statement; (2) that, for the purpose of determining any liability under the
Securities Act, 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; and (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.

(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this 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.

(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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

<PAGE>
<PAGE> 4

the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person 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 whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>
<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on the 14th day of July, 1995.

CENTRAL FIDELITY BANKS, INC.

By: /s/ Lewis N. Miller, Jr.
Lewis N. Miller, Jr.
Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on the 14th day of July, 1995.

Signature Title

/s/ Lewis N. Miller, Jr. Chief Executive Officer,
Lewis N. Miller, Jr. President and Director

/s/ Charles W. Tysinger Corporate Executive Officer and
Charles W. Tysinger Treasurer (Principal Financial
Officer)

/s/ James F. Campbell Senior Vice President and Controller
James F. Campbell (Principal Accounting Officer)

* Director
James F. Bells

* Director
Alvin R. Clements

* Director
Phyllis L. Cothran

* Director
Jack H. Ferguson

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<PAGE> 6

* Director
Robert L. Freeman

* Director
Thomas R. Glass

* Director
Minnie Bassett Lane

* Director
George R. Lewis

* Director
G. Bruce Miller

* Director
T. Justin Moore, Jr.

* Director
Richard L. Morrill

* Director
Lloyd U. Noland, III

* Director
Kenneth S. White

* 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.

/s/ William N. Stoyko
William N. Stoyko
Attorney-in-Fact

<PAGE> 1

Exhibit 4(c)

1993 INCENTIVE STOCK OPTION PLAN

(1) Purpose of the Plan. The 1993 Incentive Stock Option Plan (the
"Plan") is intended to provide a means to encourage selected key employees
("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and
its present or future subsidiaries (the "Company") to remain in the
Company's employ and to give the Participants an added incentive to
increase the Company's earnings through granting Participants an attractive
opportunity to acquire Common Stock, $5 par value, of Central Fidelity
("Common Stock"). The term "subsidiary" means a corporation included in
Central Fidelity's consolidated financial statements or a subsidiary
thereof.

(2) Administration and Amendment of the Plan. From time to time,
Central Fidelity's Board of Directors shall adopt resolutions granting
stock options under this Plan (the "Options"); the resolutions shall name
or describe the Participants and fix or describe the option price. As soon
as practicable after each resolution is adopted, a written instrument, in a
form approved by Central Fidelity's Board of Directors, shall be executed
and delivered by Central Fidelity to the individual to whom the Option was
granted ("Optionee").

Central Fidelity's Board of Directors may adopt rules and regulations
for carrying out the Plan and may make changes in and additions to the Plan
and, with the consent of the Optionee, to the terms and conditions of an
Optionee's Option, as it may deem proper and in the best interests of the
Company, without further action by Central Fidelity's shareholders;
provided, however, that unless Central Fidelity's shareholders shall have
first approved thereof, the total number of shares of Common Stock which
may be purchased by Optionees under the Plan, or by any of them, shall not
be increased, except as provided in Section 10 hereof. The interpretation
and construction of any provision of the Plan by Central Fidelity's Board
of Directors shall be final and conclusive. All expenses and costs in
connection with the operation of the Plan shall be borne by Central
Fidelity.

Central Fidelity's Board of Directors may from time to time appoint a
committee, consisting of not less than three directors (the "Stock Plan
Committee"), none of whom holds or is eligible to receive an Option under
the Plan, and may delegate to the Stock Plan Committee full power and
authority to take any or all action required or permitted to be taken by
Central Fidelity's Board of Directors under the Plan. Whenever the term
"Central Fidelity's Board of Directors" appears herein, it shall, if a
Stock Plan Committee has been appointed and is then acting, be interpreted
to mean also the Stock Plan Committee.

It is intended that Options granted under the Plan shall be incentive
stock options ("ISOs") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Act"). Accordingly, to the extent
anything contained herein or in any Option granted hereunder is
inconsistent with the Act as now in effect or as hereafter amended, such
inconsistency shall be deemed of no force and effect and all provisions of
the Act necessary to qualify the Options as ISOs shall prevail.

(3) Eligibility. Options shall be granted only to individuals who,
in the opinion of Central Fidelity's Board of Directors, are key employees
or employees with at least five years of service, including officers and
directors who are regular employees of the Company.

<PAGE>
<PAGE> 2

be substituted for such Common Stock or to which same shall be adjusted).
Such shares may be authorized but unissued shares including shares
reacquired by the Company.

(5) Maximum Number of Shares Subject to Plan. Subject to
adjustment as provided in Section 10 hereof, the aggregate amount of Common
Stock to be delivered upon exercise of all Options granted under the Plan
shall not exceed 750,000 shares. If any Options or installments thereof
are not exercised in full before expiration thereof, the unpurchased shares
subject thereto shall be treated as if such Options or installments had
never been granted, effective immediately after they cease to be
exercisable, and shall again be available for the purposes of the Plan.

(6) Purchase Price and Use of Proceeds. The purchase price of the
Common Stock under each Option shall be determined in each case by Central
Fidelity's Board of Directors but shall not be less than one hundred
percent (100%) of the fair market value of such stock as determined in good
faith by Central Fidelity's Board of Directors on the date the Option is
granted, and in any event not less than the par value of such stock. The
proceeds received by the Company from sale of stock pursuant to the Plan
shall be used for general corporate purposes.

(7) Expiration of Option. Each Option shall expire on the earliest
of (a) ten years from the date it is granted, (b) on such date as central
Fidelity's Board of Directors shall determine, (c) after the third month
following the Optionee's ceasing to be employed continuously by the Company
for any reason except retirement (i) at or after the then normal retirement
age or earlier if approved by Central Fidelity's Board of Directors or (ii)
for disability, or (d) 12 months after Optionee dies.

The Option shall be exercised by mailing or delivering to Central
Fidelity at its executive offices in Richmond, Virginia, (a) a written
notice of such exercise which specifies the number of shares as to which
the Option is being exercised, and (b) unless otherwise specifically
provided by the Board, payment for such shares by check (which clears in
due course) payable to the order of Central Fidelity. The shares purchased
shall be deemed issued as of the date of such payment, and Central Fidelity
shall cause appropriate stock certificates to be issued promptly. Such
shares shall be fully paid and nonassessable.

(9) Non-Transferability of Option. No Option shall be transferable
by an Optionee except by will or the laws of descent and distribution.
Each Option shall be exercisable during the Optionee's lifetime only by the
Optionee.

(10) Adjustment in Shares Subject to Option. If the outstanding
shares of Common Stock shall be increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of
Central Fidelity or of any other corporation, whether through
reorganization, merger consolidation, recapitalization, stock split-up,
stock dividend, or otherwise, appropriate adjustments shall be made in the
number or kind of shares or securities subject to this Plan and as to each
Option and the purchase price per share therefor; but an Optionee shall not
be entitled to purchase any fractional share or fraction of a security;
and, if any adjustment would otherwise give an Optionee the right to
purchase a fractional share or a fraction of a security the Optionee shall
forfeit such right. The foregoing sentence does not apply to cash
dividends, which will be paid only on Common Stock which has been purchased
by the exercise of Options.

<PAGE>
<PAGE> 3

(11) Dissolution, Etc. of Central Fidelity. In the event of a
proposed dissolution or liquidation of Central Fidelity, or in the event of
a proposed sale of substantially all the assets or capital stock of Central
Fidelity each Option shall terminate as of a date to be fixed by the Board
of Directors; provided that not less than 30 days written notice of the
date so fixed shall be given to the Optionee, and the Optionee shall have
the right, during the period of 30 days preceding such termination, to
exercise Options as to all or any part of the shares covered thereby,
including shares as to which Options would not otherwise be exercisable.

(12) Death of Optionee. Except as otherwise provided in Section 11
hereof, if an Optionee dies before the Optionee's Option expires, the
entire Option may be exercised within 12 months after the Optionee's death
by the Optionee's executors or administrators or the person or persons to
whom the Option shall pass by will or the laws of descent and distribution.

(13) Rights as a Shareholder Employee. An Option shall not entitle
an Optionee to any rights as a shareholder of Central Fidelity with respect
to any shares subject to the Option until such Option has been exercised
and the shares issued.

(14) Shares to be Reserved. Central Fidelity shall at all times
during the terms of outstanding Options reserve and keep available such
number of shares of Common Stock as shall be sufficient to satisfy the
requirements of the Plan and shall pay all fees and expenses necessarily
incurred by Central Fidelity in connection therewith.

(15) Participant Disqualification. Notwithstanding anything in this
Plan to the contrary, an Optionee's participation under the Plan shall
terminate immediately, and any options granted under this Plan and any
agreement under this Plan shall be cancelled immediately, if the Optionee
engages or participates in (i) any fraud, misconduct or violation of the
criminal law, or (ii) any conduct, activity or action, which, in the sole
determination of the Board or the Stock Plan Committee, is detrimental to
the interests of the Company. The Board or the Stock Plan Committee shall
be responsible for making any determinations concerning termination of
options granted hereunder, and such determinations shall be final and
binding upon the Optionee.

(16) Termination of the Plan. This Plan shall terminate March 12,
2003, or at such earlier time as Central Fidelity's Board of Directors may
determine. Any Option outstanding under the Plan at the time it terminates
shall remain in effect until the Option is exercised or expires.

(17) Effective Date. This Plan shall be effective when approved by
a majority of the shares of Common Stock of Central Fidelity outstanding
and entitled to vote. Options may be granted pursuant to the Plan prior to
said approval; provided, however, that no Option may be exercised or Common
Stock issued before such approval or before a registration statement
covering the Common Stock is filed with the Securities and Exchange
Commission and becomes and is then effective.

<PAGE> 1

Exhibit 4(d)

1991 INCENTIVE STOCK OPTION PLAN

(1) Purpose of the Plan. The 1991 Incentive Stock Option Plan (the
"Plan") is intended to provide a means to encourage selected key employees
("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and
its present or future subsidiaries (the "Corporation") to remain in the
Corporation's employ and to give the Participants an added incentive to
increase the Corporation's earnings through granting Participants an
attractive opportunity to acquire Common Stock, $5 par value, of Central
Fidelity ("Common Stock"). The term "subsidiary" means a corporation
included in Central Fidelity's consolidated financial statements or a
subsidiary thereof.

Central Fidelity's Board of Directors may adopt rules and regulations
for carrying out the Plan and may make changes in and additions to the Plan
and, with the consent of the Optionee, to the terms and conditions of an
Optionee's Option, as it may deem proper and in the best interests of the
Corporation, without further action by Central Fidelity's shareholders;
provided, however, that unless Central Fidelity's shareholders shall have
first approved thereof, the total number of shares of Common Stock which
may be purchased by Optionees under the Plan, or by any of them, shall not
be increased, except as provided in Section 10 hereof. The interpretation
and construction of any provision of the Plan by Central Fidelity's Board
of Directors shall be final and conclusive. All expenses and costs in
connection with the operation of the Plan shall be borne by Central
Fidelity.

(3) Eligibility. Options shall be granted only to individuals who,
in the opinion of Central Fidelity's Board of Directors, are key employees,
including officers and directors who are regular employees of the
Corporation.

<PAGE>
<PAGE> 2

be substituted for such Common Stock or to which same shall be adjusted).
Such shares may be authorized but unissued shares including shares
reacquired by the Corporation.

(5) Maximum Number of Shares Subject to Plan. Subject to
adjustment as provided in Section 10 hereof, the aggregate amount of Common
Stock to be delivered upon exercise of all Options granted under the Plan
shall not exceed 300,000 shares. If any Options or installments thereof
are not exercised in full before expiration thereof, the unpurchased shares
subject thereto shall be treated as if such Options or installments had
never been granted, effective immediately after they cease to be
exercisable, and shall again be available for the purposes of the Plan.

(6) Purchase Price and Use of Proceeds. The purchase price of the
Common Stock under each Option shall be determined in each case by Central
Fidelity's Board of Directors but shall not be less than one hundred
percent (100%) of the fair market value of such stock as determined in good
faith by Central Fidelity's Board of Directors on the date the Option is
granted, and in any event not less than the par value of such stock. The
proceeds received by the Corporation from sale of stock pursuant to the
Plan shall be used for general corporate purposes.

(7) Expiration of Option. Each Option shall expire on the earliest
of (a) ten years from the date it is granted, (b) on such date as central
Fidelity's Board of Directors shall determine, (c) after the third month
following the Optionee's ceasing to be employed continuously by the
Corporation for any reason except retirement (i) at or after the then
normal retirement age or earlier if approved by Central Fidelity's Board of
Directors or (ii) for disability, or (d) 12 months after Optionee dies.

<PAGE>
<PAGE> 3

right. The foregoing sentence does not apply to cash dividends, which will
be paid only on Common Stock which has been purchased by the exercise of
Options.

(15) Termination of the Plan. This Plan shall terminate March 12,
2001, or at such earlier time as Central Fidelity's Board of Directors may
determine. Options may be granted under the Plan at any time and from time
to time before it terminates. Any Option outstanding under the Plan at the
time it terminates shall remain in effect until the Option is exercised or
expires.

(16) Effective Date. This Plan shall be effective when approved by
a majority of the shares of Common Stock of Central Fidelity outstanding
and entitled to vote. Options may be granted pursuant to the Plan prior to
said approval; provided, however, that no Option may be exercised or Common
Stock issued before such approval or before a registration statement
covering the Common Stock is filed with the Securities and Exchange
Commission and becomes and is then effective.

<PAGE> 1

Exhibit 4(e)

1988 INCENTIVE STOCK OPTION PLAN

(1) Purpose of the Plan. The 1988 Incentive Stock Option Plan (the
"Plan") is intended to provide a means to encourage selected key employees
("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and
its present or future subsidiaries (the "Corporation") to remain in the
Corporation's employ and to give the Participants an added incentive to
increase the Corporation's earnings through granting Participants an
attractive opportunity to acquire Common Stock, $5 par value, of Central
Fidelity ("Common Stock"). The term "subsidiary" means a corporation
included in Central Fidelity's consolidated financial statements or a
subsidiary thereof.

Central Fidelity's Board of Directors may adopt rules and regulations
for carrying out the Plan and may make changes in and additions to the Plan
and, with the consent of the Optionee, to the terms and conditions of an
Optionee's Option, as it may deem proper and in the best interests of the
Corporation, without further action by Central Fidelity's shareholders;
provided, however, that unless Central Fidelity's shareholders shall have
first approved thereof, the total number of shares of Common Stock which
may be purchased by Optionees under the Plan, or by any of them, shall not
be increased, except as provided in Section 10 of the Plan. The
interpretation and construction of any provision of the Plan by Central
Fidelity's Board of Directors shall be final and conclusive. All expenses
and costs in connection with the operation of the Plan shall be borne by
Central Fidelity.

Central Fidelity's Board of Directors may from time to time appoint a
committee, consisting of not less than three directors (the "Stock Plan
Committee"), none of whom holds or is eligible to receive an Option under
the Plan, and may delegate to the Stock Plan Committee full power and
authority to take any or all action required or permitted to be taken by
Central Fidelity's Board of Directors under the Plan. Whenever the term
"Central Fidelity's Board of Directors" appears herein, it shall if a Stock
Plan Committee has been appointed and is then acting, be interpreted to
mean also the Stock Plan Committee.

It is intended that Options granted under the Plan shall be incentive
stock options ("ISOs") within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended (the "Act"). Accordingly, to the extent
anything contained herein or in any Option granted hereunder is
inconsistent with the Act as now in effect or as hereafter amended, such
inconsistency shall be deemed of no force and effect and all provisions of
the Act necessary to qualify the Options as ISOs shall prevail.

No incentive stock options, however, may be granted to an Optionee
who, (i) at the time the Option is granted, owns more than 10% of the total
combined voting power of all classes of stock of Central Fidelity at the
time outstanding, or (ii) if during any year

<PAGE>
<PAGE> 2

after December 31, 1986 such option would provide during any calendar year
of such options for stock with a fair market value exceeding $100,000 when
considered together with the fair market value of stock subject to all
other options granted during any year after December 31, 1986 to the same
person under all incentive stock option plans of the Company and its
subsidiaries which become exercisable for the first time in the same year.

(4) Common Stock Subject to the Plan. Central Fidelity's Board of
Directors is authorized to grant Options to purchase shares of Central
Fidelity's Common Stock (or the number and kind of shares of stock or other
securities which, under Section 10 hereof, shall be substituted for such
Common Stock or to which same shall be adjusted). Such shares may be
authorized but unissued shares including shares reacquired by the company.

(5) Maximum Number of Shares Subject to Plan. Subject to
adjustment as provided in Section 10 hereof, the aggregate amount of Common
Stock to be delivered upon exercise of all Options granted under the Plan
shall not exceed 300,000 shares. If any Options or installments thereof
are not exercised in full before expiration thereof, the unpurchased shares
subject thereto shall be treated as if such Options or installments had
never been granted, effective immediately after they cease to be
exercisable, and shall again be available for the purposes of the Plan.

(6) Purchase Price and Use of Proceeds. The purchase price of the
Common Stock under each Option shall be determined in each case by Central
Fidelity's Board of Directors but shall not be less than one hundred
percent (100%) of the fair market value of such stock as determined in good
faith by Central Fidelity's Board of Directors on the date the Option is
granted, and in any event not less than the par value of such stock. The
proceeds received by the Corporation from sale of stock pursuant to the
Plan shall be used for general corporate purposes.

(7) Expiration of Option. Each Option shall expire on the earliest
of (a) ten years from the date it is granted, (b) on such date as central
Fidelity's Board of Directors shall determine, (c) after the 90th day
following the Optionee's ceasing to be employed continuously by the
Corporation for any reason except retirement (i) at or after the then
normal retirement age or earlier if approved by Central Fidelity's Board of
Directors or (ii) for disability, or (d) 12 months after Optionee dies.

<PAGE>
<PAGE> 3

(10) Adjustment in Shares Subject to Option. If the outstanding
shares of Common Stock shall be increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of
Central Fidelity or of any other corporation, whether through
reorganization, merger, consolidation, recapitalization, stock split-up,
stock dividend, or otherwise, appropriate adjustments shall be made in the
number or kind of shares or securities subject to this Plan and as to each
Option and the purchase price per share therefor; but an Optionee shall not
be entitled to purchase any fractional share or fraction of a security;
and, if any adjustment would otherwise give an Optionee the right to
purchase a fractional share or a fraction of a security the Optionee shall
forfeit such right. The foregoing sentence does not apply to cash
dividends, which will be paid only on Common Stock which has been purchased
by the exercise of Options.

(11) Dissolution, Etc. of Central Fidelity. In the event of a
proposed dissolution or liquidation of Central Fidelity, or in the event of
a proposed sale of substantially all the assets or capital stock of Central
Fidelity, each Option shall terminate as of a date to be fixed by the Board
of Directors; provided that not less than 30 days written notice of the
date so fixed shall be given to the Optionee, and the Optionee shall have
the right, during the period of 30 days preceding such termination, to
exercise Options as to all or any part of the shares covered thereby,
including shares as to which Options would not otherwise be exercisable.

(14) Shares to be Reserved. Central Fidelity shall at all times
during the terms of outstanding Options reserve and keep available such
number of shares of Common Stock as shall be sufficient to satisfy the
requirements of the Plan, and shall pay all fees and expenses necessarily
incurred by Central Fidelity in connection therewith.

(15) Termination of the Plan. This Plan shall terminate February 2,
1998, or at such earlier time as Central Fidelity's Board of Directors may
determine. Options may be granted under the Plan at any time and from time
to time before it terminates. Any Option outstanding under the Plan at the
time it terminates shall remain in effect until the Option is exercised or
expires.

<PAGE> 1

Exhibit 4(f)

1986 INCENTIVE STOCK OPTION PLAN

(1) Purpose of the Plan. The 1986 Incentive Stock Option Plan (the
"Plan") is intended to provide a means to encourage selected key employees
("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and
its present or future subsidiaries (the "Corporation") to remain in the
Corporation's employ and to give the Participants an added incentive to
increase the Corporation's earnings through granting Participants an
attractive opportunity to acquire Common Stock, $5 par value, of Central
Fidelity ("Common Stock"). The term "subsidiary" means a corporation
included in Central Fidelity's consolidated financial statements or a
subsidiary thereof.

Central Fidelity's Board of Directors may adopt rules and regulations
for carrying out the Plan and may make changes in and additions to the Plan
and, with the consent of the Optionee, to the terms and conditions of an
Optionee's Option, as it may deem proper and in the best interests of the
Corporation, without further action by Central Fidelity's shareholders;
provided, however, that unless Central Fidelity's shareholders shall have
first approved thereof, the total number of shares of Common Stock which
may be purchased by Optionees under the Plan, or by any of them, shall not
be increased, except as provided in Section 10 of the Plan. The
interpretation and construction of any provision of the Plan by Central
Fidelity's Board of Directors shall be final and conclusive. All expenses
and costs in connection with the operation of the Plan shall be borne by
Central Fidelity.

It is intended that Options granted under the Plan shall be incentive
stock options ("ISOs") within the meaning of Section 422A of the Internal
Revenue Code of 1954, as amended (the "Act"). Accordingly, to the extent
anything contained herein or in any Option granted hereunder is
inconsistent with the Act as now in effect or as hereafter amended, such
inconsistency shall be deemed of no force and effect and all provisions of
the Act necessary to qualify the Options as ISOs shall prevail.

No option, however, may be granted to an Optionee who, at the time
the Option is granted, owns more than 10% of the total combined voting
power of all classes of stock of Central Fidelity at the time outstanding.
In addition, the aggregate fair market value (determined as of the time an
Option is granted) of the Common Stock for which any Optionee may be
granted Options in any calendar year (under the Plan and any such other
plan of the Corporation) shall not exceed $100,000 plus an unused limit
carry over to such year as set forth in the Act as presently in effect or
as may hereafter be amended.

<PAGE>
<PAGE> 2

be substituted for such Common Stock or to which same shall be adjusted).
Such shares may be authorized but unissued shares or treasury shares.

(5) Maximum Number of Shares Subject to Plan. Subject to
adjustment as provided in Section 10 hereof, the aggregate amount of Common
Stock to be delivered upon exercise of all Options granted under the Plan
shall not exceed 300,000 shares. If any Options or installments thereof
are not exercised in full before expiration thereof, the unpurchased shares
subject thereto shall be treated as if such Options or installments had
never been granted, effective immediately after they cease to be
exercisable, and shall again be available for the purposes of the Plan.

(6) Purchase Price and Use of Proceeds. The purchase price of the
Common Stock under each Option shall be determined in each case by Central
Fidelity's Board of Directors but shall not be less than one hundred
percent (100%) of the fair market value of such stock as determined in good
faith by Central Fidelity's Board of Directors on the date the Option is
granted, and in any event not less than the par value of such stock. The
proceeds received by the Corporation from sale of stock pursuant to the
Plan shall be used for general corporate purposes.

(7) Expiration of Option. Each Option shall expire on the earliest
of (a) ten years from the date it is granted, (b) on such date as central
Fidelity's Board of Directors shall determine, (c) after the 90th day
following the Optionee's ceasing to be employed continuously by the
Corporation for any reason except retirement (i) at or after the then
normal retirement age or earlier if approved by Central Fidelity's Board of
Directors or (ii) for disability, or (d) 12 months after Optionee dies.

(8) Exercise of Options. Each Option shall be exercised in whole
or in such installments as Central Fidelity's Board of Directors shall
determine. In the event Options are exercisable in installments, when the
right to exercise any installment accrues, the shares included in the
installments may be purchased at that time or from time to time thereafter
before the Option expires. Failure to exercise all or part of any
installment shall not affect Optionee's right to exercise any other
installment. Notwithstanding the foregoing, however, no Option granted
under the Plan may be exercised by the Optionee receiving such Option while
there is outstanding any ISO, within the meaning of the Act, which was
granted before the granting of such Option, to such Optionee, to purchase
Central Fidelity stock or stock of a corporation which (at the time of the
granting of such Option) is a parent or subsidiary corporation of Central
Fidelity, or of a predecessor corporation of any of such corporations. For
the purposes of the preceding sentence, any such ISO shall be treated as
outstanding until such ISO is exercised in full or expires by reason of
lapse time.

(10) Adjustment in Shares Subject to Option. If the outstanding
shares of Common Stock shall be increased or decreased or changed into or
exchanged for a different number

<PAGE>
<PAGE> 3

or kind of shares or other securities of Central Fidelity or of any other
corporation, whether through reorganization, merger, consolidation,
recapitalization, stock split-up, stock dividend, or otherwise, appropriate
adjustments shall be made in the number or kind of shares or securities
subject to this Plan and as to each Option and the purchase price per share
therefor; but an Optionee shall not be entitled to purchase any fractional
share or fraction of a security; and, if any adjustment would otherwise
give an Optionee the right to purchase a fractional share or a fraction of
a security, the Optionee shall forfeit such right. The foregoing sentence
does not apply to cash dividends, which will be paid only on Common Stock
which has been purchased by the exercise of Options.

(11) Dissolution, Etc. of Central Fidelity. In the event of a
proposed dissolution or liquidation of Central Fidelity, or in the event of
a proposed sale of substantially all the assets or capital stock of Central
Fidelity, each Option shall terminate as of a date to be fixed by the Board
of Directors; provided that not less than 30 days written notice of the
date so fixed shall be given to the Optionee, and the Optionee shall have
the right, during the period of 30 days preceding such termination, to
exercise Options as to all or any part of the shares covered thereby,
including shares as to which Options would not otherwise be exercisable.

Options shall not confer upon the Optionees any right with respect to
continuation of employment by Central Fidelity, nor in any way interfere
with or affect each Optionee's right or Central Fidelity's right to
terminate such employment at any time.

(14) Shares to be Reserved. Central Fidelity shall at all times
during the terms of outstanding Options reserve and keep available such
number of shares of Common Stock as shall be sufficient to satisfy the
requirements of the Plan, and shall pay all fees and expenses necessarily
incurred by Central Fidelity in connection therewith.

(15) Termination of the Plan. This Plan shall terminate February 4,
1996, or at such earlier time as Central Fidelity's Board of Directors may
determine. Options may be granted under the Plan at any time and from time
to time before it terminates. Any Option outstanding under the Plan at the
time it terminates shall remain in effect until the Option is exercised or
expires.

<PAGE> 1

Exhibit 5

OPINION RE VALIDITY

WILLIAMS, MULLEN, CHRISTIAN & DOBBINS
Attorneys & Counselors At Law
A Professional Corporation

Central Fidelity Bank Building
Two James Center
1021 East Cary Street
P.O. Box 1320
Richmond, Virginia 23210-1320
Telephone: (804) 643-1991
Telecopier: (804) 783-6456
Writer's Direct Dial: (804) 783-6489

July 14, 1995

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

Ladies and Gentlemen:

This letter is delivered to you in connection with the actions taken
and proposed to be taken by Central Fidelity Banks, Inc., a Virginia
corporation (the "Company"), with respect to 2,141,387 shares of the
Company's Common Stock, $5.00 par value, including associated rights (the
"Rights") to purchase Series A Junior Participating Preferred Stock
(together, the "Shares"), issuable from time to time pursuant to the
Company's 1993 Incentive Stock Option Plan, the 1991 Incentive Stock Option
Plan, the 1988 Incentive Stock Option Plan, and the 1986 Incentive Stock
Option Plan (collectively, the "Plans"). As counsel to the Company, we
have reviewed the registration statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission to effect the registration of the Shares offered pursuant to the
Plans under the securities Act of 1933 (the "Act").

In this connection we have examined the Articles of Incorporation and
By-Laws of the Company, records of proceedings of the Board of Directors of
the Company, the Plans and such other records and documents as we have
deemed necessary or advisable to render the opinions contained herein.

Based upon our examination and inquiries, we are of the opinion that
the Shares will, when issued pursuant to the terms and conditions of the
Plans, be validly issued, fully paid and nonassessable.

<PAGE>
<PAGE> 2

The foregoing opinion is limited to the Federal laws of the United
States and the laws of the Commonwealth of Virginia, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction. We have
relied as to certain matters on information obtained from public officials,
officers of the Company and other sources believed by us to be reliable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit
that we are persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Williams, Mullen,
Christian & Dobbins

<PAGE> 1

Exhibit 23(a)

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Central Fidelity Banks, Inc.:

We consent to the use of our report incorporated herein by reference.

/s/ KPMG Peat Marwick LLP

Richmond, Virginia
July 12, 1995

<PAGE> 1

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby

constitutes and appoints each of Jay O. Livingston, William N. Stoyko,

Charles W. Tysinger and James F. Campbell, 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-8 of Central Fidelity Banks, Inc. (the

"Company"), with any and all schedules, exhibits and other documents

pertaining thereto or in connection therewith, and any amendments,

including post-effective amendments thereto relating to the Company's

Incentive Stock Option Plans, and any and all amendments or supplements to

the Form S-8 for such plans. 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 Company's Incentive Stock Option Plans. 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.

/s/ James F. Betts
James F. Betts