EXHIBIT 10.28
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                                AMENDMENT TO THE
                          DEFERRED COMPENSATION PROGRAM
                      UNDER INCENTIVE COMPENSATION PLAN OF
            CRESTAR FINANCIAL CORPORATION AND AFFILIATED CORPORATIONS
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          Effective for the Award Year 1994 and subsequent Award Years, Plan
section 3(h) is amended to read as follows:

               (h)   Notwithstanding   any  other   provision  of  the  Plan,  a
          Participant's  Deferred  Income  Benefit  Award  Election Form for any
          Award  Year is not valid if that  Participant  is not an  Employee  on
          December 31 of the Year following that Award Year for any reason other
          than Termination because of Retirement, total disability, or death. If
          a Participant's Deferred Income Benefit Award Election Form is invalid
          because of this  subsection  (h),  that  Participant  must be paid the
          amounts  he would  then have been  entitled  to  receive if he had not
          submitted that Deferred Income Benefit Award Election Form.