SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

 EXHIBIT 10(al)

                         CRESTAR FINANCIAL CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                           EFFECTIVE JANUARY 1, 1995

                         CRESTAR FINANCIAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                  INTRODUCTION

                  The Board of Directors of Crestar  Financial  Corporation (the
Corporation)  determined that the adoption of the Crestar Financial  Corporation
Supplemental Executive Retirement Plan (the Plan) should assist it in attracting
and retaining  those  employees  whose  judgment,  abilities and experience will
contribute to its continued  progress and success.  The Board of Directors  also
determined that the Plan should further those objectives by providing retirement
and related  benefits  that  supplement  the amounts  payable under the deferred
compensation plans and arrangements currently maintained by the Corporation.

                  The Plan is effective January 1, 1995. The Plan is intended to
provide  an  unfunded  supplemental  retirement  benefit  to a  select  group of
management and highly  compensated  employees as such terms are used in sections
201, 301, and 501 of the Employee  Retirement  Income  Security Act of 1974. The
Plan must be interpreted  and  administered  in a manner that is consistent with
that intent.

                                   ARTICLE I

                                  DEFINITIONS

1.01.  ACCOUNTING FIRM means the accounting  firm most recently  approved by the
Corporation's shareholders as the Corporation's auditor; provided, however, that
if such accounting firm declines to undertake the determinations  assigned to it
under  this  Agreement,  then  the  "Accounting  Firm"  shall  mean  such  other
accounting firm designated by the Corporation.

1.02. ACTUARIAL EQUIVALENT means, when used in reference to any form of benefit,
a form of benefit  which has the same value as the  referenced  benefit based on
the  actuarial  assumptions,  methods and  procedures  adopted for such purposes
under the Retirement Plan.

1.03.  ADMINISTRATOR means the Committee and any delegate of the Committee
appointed in accordance with Section 6.07.

1.04.   AFFILIATE  means  any  corporation   which,  when  considered  with  the
Corporation,  would  constitute a controlled  group of  corporations  within the
meaning of Code section 1563(a)  determined  without  reference to Code sections
1563(a)(4) and 1563(e)(3)(C) and any entity, whether or not incorporated,  which
would be under common  control with the  Corporation  within the meaning of Code
section 414(c).

1.05.  ANEX  PLAN  means  the  portion  of  the  Crestar  Financial  Corporation
Additional  Nonqualified Executive Plan that provides  "Defined-benefit  Benefit
Entitlements" (as such term is defined  therein),  as amended from time to time,
and any successor thereto.

1.06.  AVERAGE  COMPENSATION  means the average of the Compensation  paid to the
Executive  during the three calendar  years,  whether or not  consecutive,  that
yields the highest number.

1.07.  BOARD means the Board of Directors of the Corporation.

1.08. CAPPED PARACHUTE PAYMENTS means the largest amount of Parachute  Payments
that may be paid to the Participant without liability under Code section 4999.

1.09.  CHANGE IN CONTROL is defined in Section  1.06 of the Crestar  Financial
Corporation  1993 Stock  Incentive  Plan,  as amended from time to time, and any
successor thereto.

1.10.  CODE means the Internal Revenue Code of 1986, as amended, or any
successor thereto, as in effect at the relevant time.

1.11.  COMMITTEE means the Human Resources and Compensation Committee of the
Board.

1.12.  COMPENSATION  means the sum of the base  salary  and bonus  earned by the
Executive and paid by the  Corporation,  an Affiliate,  or both,  for a calendar
year. For purposes of this Section 1.12, an Executive's "bonus" for any calendar
year shall be the  Executive's  incentive  award under the Management  Incentive
Compensation  Plan  of  Crestar  Financial  Corporation  (or  any  successor  or
substitute plan) earned for the calendar year,  regardless of whether such award
is  determined or payable  after the end of the calendar  year.  An  Executive's
Compensation shall be determined  without regard to any compensation  reductions
or deferrals  under Code section 125 or 401(k) and without  regard to any salary
or  bonus  deferrals  under  nonqualified  deferred  compensation  plans  of the
Corporation or an Affiliate.

1.13.  CONTROL CHANGE DATE is defined in Section 1.13 of the Crestar  Financial
Corporation  1993 Stock  Incentive  Plan, as amended from time to time, and any
successor thereto.

1.14.  CORPORATION means Crestar Financial Corporation and any successor
corporation.

1.15.  DESIGNATED  PARTICIPANT  means a Participant who (i) will not be credited
with twenty Years of Service on his Normal Retirement Date even if he remains in
the continuous  employ of the Corporation  until his Normal  Retirement Date and
(ii) is  identified  as a  Designated  Participant on  Exhibit I to the Plan as
approved by the Committee from time to time.

1.16.  EARLY RETIREMENT ALLOWANCE means the benefit described in Section 3.02.

1.17. EARLY  RETIREMENT DATE means the date prior to the Normal  Retirement Date
which  is the  first  day of the  month  coincident  with  or next  following  a
Participant's  retirement  from the  Corporation or an Affiliate after attaining
age 55.

1.18. EXCESS PLAN means the Crestar Financial  Corporation  Excess Benefit Plan,
as amended from time to time, and any successor thereto.

1.19.  EXECUTIVE means an individual employed by the Corporation or an Affiliate
whose position is evaluated at Grade 41 or above as of January 1, 1995, and such
other  individual who is an employee of the  Corporation or an Affiliate and who
is designated as an Executive by the Committee for purposes of this Plan.

1.20. NET AFTER-TAX AMOUNT means the amount of any Parachute  Payments or Capped
Parachute Payments,  as applicable,  net of taxes imposed under Code sections 1,
3101(b)  and  4999  and any  State  or  local  income  taxes  applicable  to the
Participant  as in effect on the date of the first  payment  to the  Participant
under the Crestar Financial Corporation Executive Severance Plan after a Control
Change Date. The  determination  of the Net After Tax Amount shall be made using
the highest combined  effective rate imposed by the foregoing taxes on income of
the same character as the Parachute  Payments or Capped Parachute  Payments,  as
applicable, in effect for the year for which the determination is made.

1.21.  NORMAL RETIREMENT ALLOWANCE means the benefit described in Section 3.01.

1.22. NORMAL RETIREMENT DATE means the first day of the month coincident with or
next following a  Participant's  retirement from the Corporation or an Affiliate
after attaining age 60.

1.23. OFFSET AMOUNT means the sum of the annual benefits,  if any, payable to or
on behalf of a Participant, for his lifetime under the Retirement Plan, the ANEX
Plan,  the  Excess  Plan,  any  other  supplemental  executive  retirement  plan
maintained by the  Corporation or an Affiliate and any other  qualified  defined
benefit  pension plan maintained by the Corporation or an Affiliate and assuming
a  benefit  commencement  date as of the date that  benefits  are  scheduled  to
commence under Article III or IV.

1.24.  PARACHUTE  PAYMENT  means a payment  that is  described  in Code  section
280G(b)(2)  (without  regard to  whether  the  aggregate  present  value of such
payments  exceeds the limit prescribed by Code section  280G(b)(2)(A)(ii)).  The
amount of any Parachute  Payment  shall be  determined  in accordance  with Code
section 280G and the regulations promulgated  thereunder,  or, in the absence of
final regulations, the proposed regulations promulgated under Code section 280G.

1.25.  PARTICIPANT means an Executive who satisfies the requirements of Article
II.

1.26.  PLAN means the Crestar Financial Corporation Supplemental Executive
Retirement Plan.

1.27.  PRO RATA COMPENSATION  means the  amount  determined  by  multiplying  a
Participant's Average Compensation by a fraction,  the numerator of which is the
Participant's  Years of  Service  as of the  date of  reference  (not to  exceed
twenty), and the denominator of which is twenty.

1.28.  RETIREMENT  PLAN  means the  Retirement  Plan for  Employees  of  Crestar
Financial Corporation and Affiliated Corporations, as amended from time to time,
and any successor thereto.

1.29.  SURVIVING SPOUSE means the person to whom the Participant is legally
married on the date of reference and who survives the Participant.

1.30.  TOTAL AND  PERMANENT  DISABILITY  means a disability  which  entitles the
Participant  to benefits  under a long-term  disability  plan  maintained by the
Corporation  and its Affiliates or, in the absence of such a plan,  entitles the
Participant to Social Security disability benefits.

1.31.  YEARS OF SERVICE means the total years of service as determined under the
terms of the  Retirement  Plan for  purposes of  determining  the  Participant's
vested or nonforfeitable interest in the Retirement Plan. In addition,  Years of
Service also includes service with a successor corporation following a Change in
Control to the extent that such  service  would be  recognized  for  purposes of
determining  the  Participant's   vested  or  nonforfeitable   interest  in  the
Retirement Plan if such successor were the  Corporation.  To the extent approved
by the  Committee,  Years of Service also  includes  service with a  predecessor
employer or entity acquired by the Corporation or an Affiliate.  Notwithstanding
the  foregoing,  a  Participant's  Years of  Service  shall not be less than the
number of years determined in accordance with the provisions of Exhibit I to the
Plan as approved by the  Committee  from time to time.  A period of service with
the Corporation,  an Affiliate, a predecessor employer or entity, a successor or
any other period shall only be counted once in determining a Participant's Years
of Service.

                                   ARTICLE II

                                 PARTICIPATION

2.01.  Beginning Participation

                  Each person who is an  Executive on January 1, 1995 shall be a
Participant  in the Plan effective  January 1, 1995.  Each person who becomes an
Executive  after  January 1, 1995 shall be a  Participant  in the Plan as of the
date that his  participation  is approved in writing by a resolution  adopted by
the Committee.

2.02.  Change in Status

                  Except as provided in Section 2.03, a Participant  shall cease
to be a Participant in the Plan as of the date that he ceases to be an Executive
if,  as of that  date,  he has not  satisfied  the  requirements  to  receive  a
retirement allowance under Article III. Despite the preceding sentence, with the
written  approval  of,  and  subject  to such  terms  and  conditions  as may be
prescribed by, the Committee in its sole discretion, a Participant who ceases to
be an Executive before he has satisfied the requirements to receive a retirement
allowance  under Article III may continue to be a Participant if he continues to
be an employee of the Corporation or an Affiliate.

2.03.  Change in Control

                  Section 2.02 to the contrary notwithstanding,  each person who
is a Participant  on a Control Change Date shall continue to be a Participant in
the Plan  thereafter  until the date that he  ceases  to be an  employee  of the
Corporation,  an Affiliate or a successor of the Corporation or an Affiliate and
all of the benefits payable to or on behalf of the Participant have been paid.

                                  ARTICLE III

                             RETIREMENT ALLOWANCES

3.032.  Normal Retirement Allowance

                  (a) Subject to the requirements of Article V and Section 8.01,
a Participant  who retires from the  Corporation or an Affiliate on or after his
Normal  Retirement  Date and after being  credited  with twenty Years of Service
shall be entitled to receive his Normal Retirement Allowance under the Plan. The
Normal  Retirement  Allowance is an annual  benefit  which shall be equal to the
difference between (i) and (ii) below where

                       (i) = 50% times the Participant's Average Compensation
                       (determined as of his Normal Retirement Date), and

                       (ii) = Offset Amount.

The  Normal  Retirement  Allowance  shall be  payable  in equal or nearly  equal
monthly  installments,  or more frequently based on the payroll practices of the
Corporation  and  its  Affiliates,  commencing  as of the  Participant's  Normal
Retirement  Date  and  ending  with the  payment  for the  month  in  which  the
Participant dies.  Payments of the Normal Retirement  Allowance shall be reduced
in accordance with income and employment tax withholding requirements.

                  (b) Subject to the requirements of Article V and Section 8.01,
a Designated  Participant who retires from the Corporation or an Affiliate on or
after his  Normal  Retirement  Date  shall be  entitled  to  receive  his Normal
Retirement  Allowance under the Plan. The Normal Retirement Allowance payable to
the  Designated  Participant  is an annual  benefit  which shall be equal to the
difference between (i) and (ii) below where

                       (i) = 50% times the Designated Participant's Pro Rata
                       Compensation (determined as of his Normal Retirement
                       Date), and

                       (ii) = Offset Amount.

The  Normal  Retirement  Allowance  shall be  payable  in equal or nearly  equal
monthly  installments,  or more frequently based on the payroll practices of the
Corporation  and its Affiliates,  commencing as of the Designated  Participant's
Normal  Retirement  Date and ending  with the payment for the month in which the
Designated  Participant dies. Payments of the Normal Retirement  Allowance shall
be  reduced  in  accordance   with  income  and   employment   tax   withholding
requirements.

3.033.  Early Retirement Allowance

                  (a) Subject to the requirements of Article V and Section 8.01,
a Participant who retires from the Corporation or an Affiliate on or after being
credited  with  twenty  Years of Service  is  eligible  for an Early  Retirement
Allowance  beginning  as of the  first  day  of any  month  coincident  with  or
following  the  Participant's   Early  Retirement  Date.  The  Early  Retirement
Allowance is an annual  benefit  which shall be the  difference  between (i) and
(ii) below where

                       (i) = the Applicable  Percentage  times the Participant's
                       Average  Compensation  (determined  as of his Early
                       Retirement Date), and

                       (ii) = the Offset Amount.

For purposes of this Section  3.02(a),  the "Applicable  Percentage" is equal to
50%  reduced  by  0.20833%  for each full  month  that the  commencement  of the
Participant's  Early  Retirement  Allowance  precedes the  Participant's  Normal
Retirement  Date. The Early  Retirement  Allowance  shall be payable in equal or
nearly  equal  monthly  installments,  or more  frequently  based on the payroll
practices of the Corporation and its Affiliates, until the payment for the month
in which the Participant dies. Payments of the Early Retirement  Allowance shall
be  reduced  in  accordance   with  income  and   employment   tax   withholding
requirements.

                  (b) Subject to the requirements of Article V and Section 8.01,
a Designated  Participant who retires from the Corporation or an Affiliate on or
after his Early  Retirement Date is eligible for an Early  Retirement  Allowance
beginning  as of the first day of any month  coincident  with or  following  the
Designated  Participant's Early Retirement Date. The Early Retirement  Allowance
is an annual  benefit which shall be the  difference  between (i) and (ii) below
where

                       (i) = the  Applicable  Percentage  times the Designated
                       Participant's  Pro Rata  Compensation  (determined as of
                       his Early Retirement Date), and

                       (ii) = the Offset Amount.

For purposes of this Section  3.02(b),  the "Applicable  Percentage" is equal to
50%  reduced  by  0.20833%  for each full  month  that the  commencement  of the
Designated  Participant's Early Retirement  Allowance precedes the Participant's
Normal Retirement Date. The Early Retirement Allowance shall be payable in equal
or nearly equal monthly  installments,  or more frequently  based on the payroll
practices of the Corporation and its Affiliates, until the payment for the month
in which the  Designated  Participant  dies.  Payments  of the Early  Retirement
Allowance  shall be  reduced  in  accordance  with  income  and  employment  tax
withholding requirements.

3.034.  Change in Control Benefit

                  (a) Subject to the requirements of Article V and Section 8.01,
a  Participant  who is credited with twenty Years of Service may retire from the
Corporation,  an Affiliate or a successor of the  Corporation or an Affiliate on
or after a Control Change Date. In that event, the Participant shall be entitled
to an annual benefit (with the benefit payments commencing on the first day of a
month selected by the Participant if such election is made while the Participant
is employed by the  Corporation or an Affiliate or, absent such an election,  on
the first day of the month  following  the date he attains age 55 (the  "Benefit
Commencement Date")), equal to the difference between (i) and (ii) below where

                       (i) = the Applicable  Percentage times the  Participant's
                       Average Compensation  (determined as of the date that the
                       Participant  ceases to be employed by the Corporation and
                       its Affiliates  after a Control Change Date),  and

                       (ii) = the Offset Amount.

For purposes of this Section  3.03(a),  the "Applicable  Percentage" is equal to
50% reduced by 0.20833% for each full month that the Benefit  Commencement  Date
precedes  the month in which the  Participant  will  attain age 60. The  benefit
payable  under this  Section  3.03(a)  shall be payable in equal or nearly equal
monthly  installments,  or more frequently based on the payroll practices of the
Corporation and its Affiliates,  commencing as of the Benefit  Commencement Date
and  ending  with the  payment  for the  month in which  the  Participant  dies.
Payments of the benefit  described in this Section  3.03(a)  shall be reduced in
accordance with income and employment tax withholding requirements.

                  (b) Subject to the requirements of Article V and Section 8.01,
a Participant  who is credited with less than twenty Years of Service may retire
from the  Corporation,  an  Affiliate or a successor  of the  Corporation  or an
Affiliate on or after a Control  Change  Date.  In that event,  the  Participant
shall be entitled to an annual benefit (with the benefit payments  commencing on
the first day of a month  selected by the  Participant  if such election is made
while the  Participant is employed by the Corporation or an Affiliate or, absent
such an election,  on the first day of the month  following  the date he attains
age 55 (the "Benefit Commencement  Date")),  equal to the difference between (i)
and (ii) below where

                       (i) = the Applicable  Percentage times the  Participant's
                       Pro Rata Compensation (determined as of the date that the
                       Participant  ceases to be employed by the Corporation and
                       its Affiliates after a Control Change Date), and

                       (ii) = the Offset Amount.

For purposes of this Section  3.03(b),  the "Applicable  Percentage" is equal to
50% reduced by 0.20833% for each full month that the Benefit  Commencement  Date
precedes  the month in which the  Participant  will  attain age 60. The  benefit
payable  under this  Section  3.03(b)  shall be payable in equal or nearly equal
monthly  installments,  or more frequently based on the payroll practices of the
Corporation and its Affiliates,  commencing as of the Benefit  Commencement Date
and  ending  with the  payment  for the  month in which  the  Participant  dies.
Payments of the benefit  described in this Section  3.03(b)  shall be reduced in
accordance with income and employment tax withholding requirements.

3.035.  Disability Retirement Allowance

                  Subject to the  requirements  of Article V and Section 8.01, a
Participant  shall be entitled to receive a retirement  allowance  under Section
3.02 if his employment  with the  Corporation  and its Affiliates  terminates on
account  of  Total  and  Permanent  Disability  and  such  Total  and  Permanent
Disability  continues without  interruption  until the date that would have been
the  Participant's  Early  Retirement  Date  had  he  remained  employed  by the
Corporation  and its  Affiliates.  The retirement  allowance  under Section 3.02
shall  commence  as of the  first  day of the  month  coincident  with  or  next
following  the date  that  would  have  been the  Participant's  earliest  Early
Retirement Date.

3.036.  Optional Forms of Benefit

                  A  Participant   who  is  entitled  to  receive  a  retirement
allowance under this Article III may elect to have his benefit payable in a form
other  than a single  life  annuity.  The  optional  forms of  payment  that are
available under this Plan are the same optional forms of payment  provided under
the Retirement Plan (without regard to any  requirement  that the  Participant's
Spouse  consent  to such  payment  election)  as in  effect on the date that the
Participant retires;  provided,  however,  that only the Surviving Spouse may be
designated  under this Plan as the contingent  annuitant for any form of payment
that provides lifetime benefits to another person after the Participant's death.
If the  Participant  elects an optional form of payment under this Section 3.05,
any  contingent  annuitant or  beneficiary  designated in  connection  with that
election  need  not be the  same  as any  contingent  annuitant  or  beneficiary
designated  under the  Retirement  Plan,  the Excess Plan,  the ANEX Plan or any
other  plan  providing  a  benefit  that is part of the  Offset  Amount.  If the
Participant  elects an optional  form of payment  under this Section  3.05,  the
amount payable under the optional form shall be the Actuarial  Equivalent of the
amount of the retirement  allowance  otherwise payable under this Article III in
the form of a single life annuity.  A Participant  shall be entitled to elect an
optional  form of payment at such time and in such  manner as the  Administrator
may decide;  provided,  however,  that a Participant  may not change his payment
election after benefit payments have begun.

                                   ARTICLE IV

                         PAYMENTS IN THE EVENT OF DEATH

4.037.  Death Prior to Age 55

                  (a) Subject to the requirements of Article V and Section 8.01,
a  benefit  will be  payable  under  this  Plan  to the  Surviving  Spouse  of a
Participant who dies before attaining age 55, after  completing  twenty Years of
Service,  but before the  commencement  of a retirement  allowance under Article
III. The benefit payable to the Surviving Spouse will be determined as follows:

                       (i) First:  Calculate the Participant's  Early Retirement
                       Allowance  under  Article  III  using  the  Participant's
                       Average  Compensation  as of his  date  of  death  and an
                       Applicable Percentage equal to 37.5002%.

                       (ii) Second: Calculate the Actuarial Equivalent,  payable
                       as a Joint and 50% Survivor  Annuity,  of the single life
                       annuity determined in (i) above.

The Surviving  Spouse's  benefit is the survivor's  portion of the Joint and 50%
Survivor Annuity determined in (ii) above. For purposes of this Section 4.01(a),
the term "Joint and 50% Survivor  Annuity"  means an annuity for the life of the
Participant  with a survivor  annuity for the life of the Surviving Spouse which
is equal to 50% of the amount of the annuity  which is payable  during the joint
lives of the  Participant  and  Surviving  Spouse  and  which  is the  Actuarial
Equivalent of an annuity for the life of the Participant.

           The benefit  payable  under this Section  4.01(a) shall be payable in
equal or nearly equal  monthly  installments,  or more  frequently  based on the
payroll  practices of the Corporation  and its Affiliates,  commencing as of the
month in which the  Participant  would have  attained age 55 and ending with the
month in which the Surviving Spouse dies.  Payments of the benefit  described in
this Section  4.01(a) shall be reduced in accordance  with income and employment
tax withholding  requirements.  Except as provided in this Section  4.01(a),  no
death benefit  shall be payable  under this Plan on behalf of a Participant  who
dies before attaining age 55.

                  (b) Subject to the requirements of Article V and Section 8.01,
a  benefit  will be  payable  under  this  Plan  to the  Surviving  Spouse  of a
Participant who dies before  attaining age 55, after completing less than twenty
Years of Service,  but before the  commencement of a retirement  allowance under
Article III. The benefit  payable to the Surviving  Spouse will be determined as
follows:

                       (i) First:  Calculate the Participant's  Early Retirement
                       Allowance under Article III using the  Participant's  Pro
                       Rata  Compensation  as  of  his  date  of  death  and  an
                       Applicable Percentage equal to 37.5002%.

                       (ii) Second: Calculate the Actuarial Equivalent,  payable
                       as a Joint and 50% Survivor  Annuity,  of the single life
                       annuity determined in (i) above.

The Surviving  Spouse's  benefit is the survivor's  portion of the Joint and 50%
Survivor Annuity determined in (ii) above. For purposes of this Section 4.01(b),
the term "Joint and 50% Survivor  Annuity"  means an annuity for the life of the
Participant  with a survivor  annuity for the life of the Surviving Spouse which
is equal to 50% of the amount of the annuity  which is payable  during the joint
lives of the  Participant  and  Surviving  Spouse  and  which  is the  Actuarial
Equivalent of an annuity for the life of the Participant.

           The benefit  payable  under this Section  4.01(b) shall be payable in
equal or nearly equal  monthly  installments,  or more  frequently  based on the
payroll  practices of the Corporation  and its Affiliates,  commencing as of the
month in which the  Participant  would have  attained age 55 and ending with the
month in which the Surviving Spouse dies.  Payments of the benefit  described in
this Section  4.01(b) shall be reduced in accordance  with income and employment
tax withholding  requirements.  Except as provided in this Section  4.01(b),  no
death benefit  shall be payable  under this Plan on behalf of a Participant  who
dies before attaining age 55.

4.038.  Death on or After Age 55

                  (a) Subject to the requirements of Article V and Section 8.01,
a  benefit  will be  payable  under  this  Plan  to the  Surviving  Spouse  of a
Participant  who dies on after  attaining  age 55, after  completing 20 Years of
Service,  but before the  commencement  of a retirement  allowance under Article
III. The benefit payable to the Surviving Spouse will be determined as follows:

                       (i) First:  Calculate the Participant's  Early Retirement
                       Allowance  under  Article  III  using  the  Participant's
                       Average  Compensation  as of his  date  of  death  and an
                       Applicable  Percentage  equal to 50%  reduced by 0.20833%
                       times each month that the  Participant's  death  precedes
                       the Participant's Normal Retirement Date.

                       (ii) Second: Calculate the Actuarial Equivalent,  payable
                       as a Joint and 100% Survivor Annuity,  of the single life
                       annuity determined in (i) above.

The Surviving  Spouse's benefit is the survivor's  portion of the Joint and 100%
Survivor  Annuity  determined in (ii) above.  For purposes of this Section 4.02,
the term "Joint and 100% Survivor  Annuity" means an annuity for the life of the
Participant  with a survivor  annuity for the Surviving Spouse which is equal to
100% of the amount of the  annuity  which is payable  for the joint lives of the
Participant  and Surviving  Spouse and which is the  Actuarial  Equivalent of an
annuity for the life of the Participant.

                  The benefit  payable  under this Section 4.02 shall be payable
in equal or nearly equal monthly  installments,  or more frequently based on the
payroll  practices of the Corporation  and its Affiliates,  commencing as of the
first day of the month  following  the  Participant's  death and ending with the
payment  for the month in which  the  Surviving  Spouse  dies.  Payments  of the
benefit  described  in this  Section  4.02 shall be reduced in  accordance  with
income and employment tax withholding  requirements.  Except as provided in this
Section  4.02,  no death benefit shall be payable under this Plan on behalf of a
Participant  who dies after  attaining age 55 but before the  commencement  of a
retirement allowance under Article III.

                  (b) Subject to the requirements of Article V and Section 8.01,
a  benefit  will be  payable  under  this  Plan  to the  Surviving  Spouse  of a
Participant  who dies on after  attaining age 55, after  completing less than 20
Years of Service,  but before the  commencement of a retirement  allowance under
Article III. The benefit  payable to the Surviving  Spouse will be determined as
follows:

                       (i) First:  Calculate the Participant's  Early Retirement
                       Allowance under Article III using the  Participant's  Pro
                       Rata  Compensation  as  of  his  date  of  death  and  an
                       Applicable  Percentage  equal to 50%  reduced by 0.20833%
                       times each month that the  Participant's  death  precedes
                       the Participant's Normal Retirement Date.

                       (ii) Second: Calculate the Actuarial Equivalent,  payable
                       as a Joint and 100% Survivor Annuity,  of the single life
                       annuity determined in (i) above.

The Surviving  Spouse's benefit is the survivor's  portion of the Joint and 100%
Survivor Annuity determined in (ii) above. For purposes of this Section 4.02(b),
the term "Joint and 100% Survivor  Annuity" means an annuity for the life of the
Participant  with a survivor  annuity for the Surviving Spouse which is equal to
100% of the amount of the  annuity  which is payable  for the joint lives of the
Participant  and Surviving  Spouse and which is the  Actuarial  Equivalent of an
annuity for the life of the Participant.

                  The  benefit  payable  under  this  Section  4.02(b)  shall be
payable in equal or nearly equal monthly installments,  or more frequently based
on the payroll practices of the Corporation and its Affiliates, commencing as of
the first day of the month following the Participant's death and ending with the
payment  for the month in which  the  Surviving  Spouse  dies.  Payments  of the
benefit  described in this Section  4.02(b) shall be reduced in accordance  with
income and employment tax withholding  requirements.  Except as provided in this
Section 4.02(b),  no death benefit shall be payable under this Plan on behalf of
a Participant who dies after  attaining age 55 but before the  commencement of a
retirement allowance under Article III.

4.039.  Death After Retirement

                  If a Participant  dies after the  commencement of a retirement
allowance  under  Article III, all payments  from this Plan shall cease with the
payment made for the month in which the Participant  dies if the Participant was
receiving a  retirement  allowance  under this Plan in the form of a single life
annuity.  If the Participant  elected an optional form of payment as provided in
Section 3.05 and dies after the  commencement  of a retirement  allowance  under
Article III, the amount of benefit,  if any,  payable under this Plan  following
the Participant's death shall be determined on the basis of the optional form of
payment selected by the Participant.

                                   ARTICLE V

                      VESTING AND CONTINUOUS PARTICIPATION

                  No  benefit  will be  payable to a  Participant  or  Surviving
Spouse under the Plan unless the  Participant  is a  Participant  on the date he
ceases to be an employee of the Corporation or an Affiliate or a successor.

                                   ARTICLE VI

                           ADMINISTRATION OF THE PLAN

6.040.  Generally

                  The Plan shall be administered by the  Administrator.  Subject
to the  provisions  of the Plan,  the  Administrator  may adopt  such  rules and
regulations  as may be  necessary  to carry out the  purposes  of the Plan.  The
Administrator's  discretion to perform or consent to any act or to interpret the
Plan is exclusive and shall be final and  conclusive  if all similarly  situated
Participants are treated in a consistent manner.

6.041.  Indemnification

                  The   Corporation   shall  indemnify  and  save  harmless  the
Administrator  against any and all expenses and  liabilities  arising out of the
administration of the Plan,  excepting only expenses and liabilities arising out
of his own willful misconduct. Expenses against which the Administrator shall be
indemnified  hereunder  shall  include  without  limitation,  the  amount of any
settlement or judgment,  costs,  counsel fees,  and related  charges  reasonably
incurred  in  connection  with a claim  asserted,  or a  proceeding  brought  or
settlement  of a  claim.  The  foregoing  right of  indemnification  shall be in
addition to any other rights to which the Administrator may be entitled.

6.042.  Determining Benefits

                  In  addition  to  the  powers   hereinabove   specified,   the
Administrator shall have the power to compute and certify the amount and kind of
benefits  from time to time  payable to or on behalf of  Participants  under the
Plan, to authorize all disbursements for such purposes, and to determine whether
a Participant or Surviving Spouse is entitled to a benefit under the Plan.

6.043.  Cooperation

                  To enable the  Administrator  to perform  its  functions,  the
Corporation and its Affiliates  shall supply full and timely  information to the
Administrator on all matters  relating to the compensation of all  Participants,
their retirement,  death or other reason for termination of employment, and such
other pertinent facts as the Administrator may require.

6.05.  Claims

                  It is not  necessary  to file a claim in order to receive Plan
benefits.

                  On receipt  of a claim for Plan  benefits,  the  Administrator
must respond in writing  within ninety days. If necessary,  the  Administrator's
first notice must indicate any special  circumstances  requiring an extension of
time for the  Administrator's  decision.  The extension notice must indicate the
date by which the  Administrator  expects to render a decision;  an extension of
time for  processing  may not exceed  ninety  days after the end of the  initial
period.

                  If a claim is wholly or partially  denied,  the  Administrator
must give written notice within the time provided in the preceding paragraph. An
adverse  notice must  specify  each  reason for  denial.  There must be specific
reference to provisions of the Plan or related  documents on which the denial is
based.  If additional  material or  information is necessary for the claimant to
perfect the claim,  it must be described and there must be an explanation of why
that  material  or  information  is  necessary.  Adverse  notice  must  disclose
appropriate information about the steps that the claimant must take if he wishes
to submit the claim for  review.  If notice  that a claim has been denied is not
furnished  within the time  required in the  preceding  paragraph,  the claim is
deemed denied.

                  The full value of a payment made  according to the  provisions
of the Plan  satisfies  that much of the claim and all related  claims under the
Plan against the Administrator  and the Corporation and its Affiliates,  each of
whom,  as a  condition  to a payment  from it or directed by it, may require the
Participant,  Surviving  Spouse,  beneficiary  or contingent  annuitant or legal
representative  to  execute  a  receipt  and  release  of  the  claim  in a form
determined by the person requesting the receipt and release.

6.06.  Review of Claims

                  The Committee must review a claimant's  proper written request
for review of a denied  claim.  The Committee  must receive the written  request
before  sixty-one days after the  claimant's  receipt of notice that a claim has
been denied  according  to the  preceding  Plan  Section.  The  claimant  and an
authorized representative are entitled to be present and heard if any hearing is
used as part of the review.

                  The Committee must determine  whether there will be a hearing.
Before any hearing, the claimant or a duly authorized  representative may review
all Plan  documents and other papers that affect the claim and may submit issues
and  comments  in  writing.  The  Committee  must  schedule  any hearing to give
sufficient  time for this review and  submission,  giving notice of the schedule
and deadlines for submissions.

                  The Committee must advise the claimant in writing of the final
determination  after review.  The decision on review must be written in a manner
calculated  to be  understood  by the  claimant,  and it must  include  specific
reasons for the decision and specific references to the pertinent  provisions of
the Plan or  related  documents  on which  the  decisions  is  based.  Except as
otherwise  provided in this Section,  the written advice must be rendered within
sixty  days  after  the  request  for  review  is   received,   unless   special
circumstances  require an extension of time for  processing.  If an extension is
necessary,  the decision  must be rendered as soon as possible but no later than
120 days after receipt of the request for review. If the Committee has regularly
scheduled  meetings at least quarterly,  the following rules govern the time for
the decision  after  review.  If the  claimant's  written  request for review is
received more than thirty days before a Committee  meeting,  the decision of the
Committee  must be rendered at the next meeting  after the request for review is
received.  If the claimant's  written request for review is received thirty days
or less before a  Committee  meeting,  the  decision  of the  Committee  must be
rendered at the Committee's second meeting after the request for review has been
received.  If special circumstances (such as the need to hold a hearing) require
an  extension of time for  processing,  the  decision of the  Committee  must be
rendered  not later than the  Committee's  third  meeting  after the request for
review  has been  received.  If an  extension  of time for  review is  required,
written  notice of the  extension  must be furnished to the claimant  before the
extension  begins.  If  notice  that a claim  has been  denied  on review is not
received by the claimant within the time required in this  paragraph,  the claim
is deemed denied on review.

6.07.  Delegation of Committee Responsibilities

                  The Committee, in its discretion,  may delegate to one or more
officers  of the  Corporation  or an  Affiliate  all or part of the  Committee's
authority and duties under the Plan; provided,  however,  that the Committee may
not delegate its  authority or duties under  Article II,  Article VII or Section
6.06.  The Committee may revoke or amend the terms of a delegation in accordance
with the  preceding  sentence  but such action  shall not  invalidate  any prior
actions of the  Committee's  delegate or delegates that were consistent with the
terms of the Plan and the prior delegation.

                                  ARTICLE VII

                 TERMINATION, AMENDMENT OR MODIFICATION OF PLAN

7.044.  Reservation of Rights

                  Except as otherwise  specifically  provided,  the  Corporation
reserves the right to  terminate,  amend or modify this Plan wholly or partially
at any time and from time to time. Such right to terminate,  amend or modify the
Plan shall be exercised by the  Committee or its delegate.  Notwithstanding  the
preceding, with respect to an affected Participant, the Plan may not be amended,
modified or terminated after a Change in Control unless the affected Participant
agrees to such amendment, modification or termination in writing.

7.045.  Limitation on Actions

                  The rights of the  Corporation  set forth in the  preceding
Section are  subject  to the  condition  that  unless  required  by regulatory
authorities  governing the Corporation or its Affiliates,  the Committee or its
delegate shall take no action to terminate the Plan or decrease the benefit that
would become  payable or is payable,  as the case may be, with respect to a
Participant  or his  Surviving  Spouse after the Participant has satisfied the
requirements  for an Early  Retirement  Allowance  (regardless of whether he has
retired) or the Participant or his Surviving Spouse has become entitled to a
benefit under the Plan.

7.046.  Effect of Termination

                  Except as otherwise  provided in this  Article  VII,  upon the
termination of this Plan by the Committee, the Plan shall be of no further force
or effect,  and neither the  Corporation or its Affiliates or the  Administrator
nor the Participant or his Surviving Spouse shall have any further obligation or
right under this Plan.  Likewise,  except as otherwise  provided in this Article
VII, the rights of any individual  who was a Participant  and who ceases to be a
Participant  shall be forfeited on the date that the  individual  ceases to be a
Participant.

                                  ARTICLE VIII

                                 MISCELLANEOUS

8.047.  Limitation on Benefits

                  (a) If any  benefits  payable  under  this  Plan and any other
payments  that the  Participant  is  entitled  to receive  under other plans and
agreements  constitute  Parachute  Payments  that  are  subject  to the  "golden
parachute"  rules of Code section 280G and the excise tax of Code section  4999,
the  Parachute  Payments  shall be reduced  if, and only to the extent  that,  a
reduction  will allow the  Participant to receive a greater Net After Tax Amount
than he would  receive  absent a reduction.  The  remaining  provisions  of this
Section describe how that intent will be effectuated.

                  (b) The Accounting Firm will first determine the amount of any
Parachute Payments that are payable to the Participant. The Accounting Firm will
also determine the Net After Tax Amount  attributable to the Participant's total
Parachute Payments.

                  (c) The Accounting  Firm will next determine the amount of the
Participant's  Capped Parachute Payments.  Thereafter,  the Accounting Firm will
determine  the Net After Tax Amount  attributable  to the  Participant's  Capped
Parachute Payments.

                  (d) The Participant will receive the total Parachute  Payments
unless the Accounting Firm determines  that the Capped  Parachute  Payments will
yield  the  Participant  a higher  Net  After  Tax  Amount,  in  which  case the
Participant will receive the Capped Parachute Payments.  If the Participant will
receive  the  Capped  Parachute  Payments,  the  Participant's  total  Parachute
Payments will be adjusted by first  reducing the amount  payable under any other
plan, program, or agreement that, by its terms,  requires a reduction to prevent
a "golden  parachute"  payment  under Code section  280G;  by next  reducing any
benefit  payable  under this Plan to the  extent  such  benefit  is a  Parachute
Payment;  and by next reducing the Participant's  Parachute Payments as provided
under the terms of the Crestar Financial  Corporation  Executive Severance Plan.
The  Accounting  Firm will  notify the  Participant  and the  Corporation  if it
determines that the Parachute  Payments must be reduced to the Capped  Parachute
Payments  and  will  send  the  Participant  and the  Corporation  a copy of its
detailed calculations supporting that determination.

                  (e) As a result of any  uncertainty in the application of Code
sections  280G  and  4999  at the  time  that  the  Accounting  Firm  makes  its
determinations  under this  Section,  it is possible that amounts will have been
paid or  distributed  to the  Participant  that  should  not have  been  paid or
distributed under this Section 8.01 ("Overpayments"), or that additional amounts
should  be paid or  distributed  to the  Participant  under  this  Section  8.01
("Underpayments").   If  the  Accounting  Firm   determines,   based  on  either
controlling precedent, substantial authority or the assertion of a deficiency by
the Internal Revenue Service against the Participant or the  Corporation,  which
assertion the Accounting Firm believes has a high  probability of success,  that
an Overpayment has been made,  then the Participant  shall have an obligation to
pay the  Corporation  upon demand an amount equal to the sum of the  Overpayment
plus  interest  on such  Overpayment  at the prime rate of Crestar  Bank (or its
successor) as such prime rate shall change from time to time (or, if higher, the
rate  provided in Code section  7872(f)(2))  from the date of the  Participant's
receipt of such Overpayment until the date of such repayment; provided, however,
the  Participant  shall not be obligated to make such  repayment if, and only to
the  extent,  that the  repayment  would  either  reduce the amount on which the
Participant  is subject to tax under Code  section  4999 or generate a refund of
tax imposed under Code section 4999. If the Accounting  Firm  determines,  based
upon controlling  precedent or substantial  authority,  that an Underpayment has
occurred, the Accounting Firm will notify the Participant and the Corporation of
that  determination and the Corporation will pay the amount of that Underpayment
to the  Participant  promptly in a lump sum,  with  interest  calculated on such
Underpayment  at the prime rate of Crestar Bank (or its successor) as such prime
rate shall  change from time to time (or, if higher,  the rate  provided in Code
section  7872(f)(2)) from the date such Underpayment should have been paid until
actual payment.

                  (f) All determinations  made by the Accounting Firm under this
Section 8.01 are binding on the Participant and the Corporation and must be made
within thirty days after the  Participant's  termination of employment  with the
Corporation and its Affiliates.

8.048.  Unfunded Plan

                  The  Corporation  and its  Affiliates  have only a contractual
obligation to make payments of the benefits  described in the Plan. All benefits
are  to be  satisfied  solely  out  of  the  general  corporate  assets  of  the
Corporation  and its Affiliates  which shall remain subject to the claims of its
creditors.  No assets of the Corporation or its Affiliates will be segregated or
committed to the satisfaction of its obligations to any Participant or Surviving
Spouse  under  this  Plan.  If the  Corporation  or an  Affiliate,  in its  sole
discretion,  elects to purchase life  insurance on the life of a Participant  in
connection with the Plan, the Participant must submit to a physical examination,
if required by the  insurer,  and  otherwise  cooperate  in the issuance of such
policy or his rights under the Plan will be forfeited.

8.049.  Other Benefits and Agreements

                  The  benefits,  if  any,  provided  for  a  Participant  or  a
Surviving Spouse under the Plan are in addition to any other benefits  available
to such  persons  under any other  plan or program  of the  Corporation  for its
employees,  and,  except as may  otherwise be expressly  provided  for, the Plan
shall  supplement  and shall not  supersede,  modify or amend any other  plan or
program  of  the   Corporation  or  an  Affiliate  in  which  a  Participant  is
participating.

8.050.  Restrictions on Transfer of Benefits

                  No right  or  benefit  under  the Plan  shall  be  subject  to
anticipation,  alienation, sale, assignment,  pledge, encumbrance or charge, and
any attempt to do so shall be void. No right or benefit  hereunder  shall in any
manner be liable for or subject to the debts, contracts,  liabilities,  or torts
of the person  entitled to such  benefit.  If any  Participant  or his Surviving
Spouse should become bankrupt or attempt to anticipate,  alienate, sell, assign,
pledge, encumber or charge any right to a benefit hereunder,  then such right or
benefit, in the discretion of the Administrator, shall cease and terminate, and,
in such event, the Administrator may hold or apply all or part of the benefit of
such  Participant or Surviving  Spouse in such manner and in such portion as the
Administrator may deem proper.

8.051.  No Guarantee of Employment

                  The  Plan  does  not  in  any  way  limit  the  right  of  the
Corporation  or an  Affiliate  at any time and for any reason to  terminate  the
Participant's  employment  or such  Participant's  status as an  officer  of the
Corporation  or an  Affiliate.  In no  event  shall  the  Plan by its  terms  or
implications  constitute an employment contract of any nature whatsoever between
the Corporation or an Affiliate and a Participant.

8.052.  Successors

                  The  Plan  shall  be  binding  upon  the  Corporation  and its
successors and assigns; subject to the powers set forth in Article VII, and upon
a  Participant  and his  Surviving  Spouse and either of their  assigns,  heirs,
executors and administrators.

8.053.  Construction

                  Headings  are  given  for  ease  of  reference   and  must  be
disregarded in interpreting  the Plan.  Masculine  pronouns  wherever used shall
include feminine pronouns and the use of the singular shall include the plural.

8.054.  Governing Law

                  This Plan shall be governed by the laws of the Commonwealth of
Virginia (other than its  choice-of-laws  provisions)  except to the extent that
the laws of the Commonwealth of Virginia are preempted by the laws of the United
States.

                  As evidence of its  adoption  of the Plan,  Crestar  Financial
Corporation  has  caused  this  instrument  to be signed by its duly  authorized
officer effective as of January 1, 1995.

                                              CRESTAR FINANCIAL CORPORATION

                                              By______________________________

                                              Title___________________________ 

Basic Info X:

Name: SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Type: Retirement Plan
Date: April 1, 1996
Company: CRESTAR FINANCIAL CORP
State: Virginia

Other info:

Date:

  • January 1 , 1995

Organization:

  • Board of Directors of Crestar Financial Corporation
  • Board of Directors of the Corporation
  • Human Resources and Compensation Committee of the Board
  • Management Incentive Compensation Plan of Crestar Financial Corporation
  • Crestar Financial Corporation 1993 Stock Incentive Plan
  • Crestar Financial Corporation Excess Benefit Plan
  • Crestar Financial Corporation Supplemental Executive Retirement Plan
  • Participant 's Years of Service
  • Designated Participant's Normal Retirement Date
  • Normal Retirement Allowance
  • Designated Participant 's Early Retirement Date
  • Designated Participant 's Early Retirement Allowance
  • Control Change Date
  • Total and Permanent Disability
  • twenty Years of Service
  • Participant 's Pro Rata Compensation
  • Participant 's Normal Retirement Date
  • Participant and Surviving Spouse
  • Committee Responsibilities The Committee
  • Participant 's Capped Parachute Payments
  • Crestar Financial Corporation Executive Severance Plan
  • Internal Revenue Service
  • Commonwealth of Virginia

Location:

  • Pro Rata
  • United States

Percent:

  • 37.5002 %
  • 50 %
  • 0.20833 %
  • 100 %