SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 10-K


[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required). For the fiscal year ended December 31, 1996

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required).

For the transition period from ____________ to ____________.


Commission File No. 1-6505


                           SIGNET BANKING CORPORATION
             (Exact name of registrant as specified in its charter)


                Virginia                                  54-6037910
    (State or other jurisdiction of              (I.R.S. Employer Identification
    incorporation or organization)                          Number)


         7 North Eighth Street                                23219
           Richmond, Virginia                              (Zip Code)
(Address of principal executive offices)


Registrant's telephone number, including area code:  (804) 747-2000


Securities registered pursuant to Section 12(b) of the Act:


      Common Stock, $5 Par Value                     New York Stock Exchange


      Rights to Purchase Series A
        Junior Participating Preferred
        Stock, $20 par value                       New York Stock Exchange
        (Title of each class)                    (Name of each exchange on which
                                                            registered)

Securities registered pursuant to Section 12(g) of the Act:

                                      None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

                                 Yes   X     No
                                     -----      -----



<PAGE>


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 28, 1997: *

                   Common Stock, $5 Par Value - $1,825,200,384

The number of shares outstanding of each of the registrant's classes of common
stock as of February 28, 1997:

                    Common Stock, $5 Par Value - 60,202,621


--------
*   In determining this figure, the Registrant has assumed that the executive
    officers of the Registrant, the Registrant's directors, and persons known to
    the Registrant to be the beneficial owners of more than five percent of the
    Registrant's Common Stock, that directly or indirectly control the
    Registrant, are affiliates. Such assumption shall not be deemed to be
    conclusive for any other purpose.


                       DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the annual report to shareholders for the year ended December 31,
1996 are incorporated by reference into Parts I, II and IV.

2. Portions of the proxy statement for the annual shareholders' meeting to be
held on April 29, 1997 are incorporated by reference into Part III.

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<PAGE>


                                     PART I

ITEM 1.  BUSINESS.

General

         The Registrant is a registered bank holding company, incorporated in
Virginia in 1962, and had consolidated assets of $11.7 billion as of December
31, 1996. On the basis of total assets and deposits at December 31, 1996, the
Registrant is the second largest banking organization headquartered in Virginia
and provided interstate financial services through Signet Bank (which resulted
from the mergers of Signet Bank/Virginia and Signet Bank/Maryland in 1995 and
Signet Bank N.A. in June 1996) headquartered in Richmond, Virginia.

         On February 28, 1995, Signet distributed all of the remaining Capital
One Financial Corporation common stock it held to Signet stockholders in a
tax-free distribution (the "spin-off"). Related assets of $3.6 billion and
equity of $0.4 billion were included in the spin-off at that time. The spin-off
created two independent financial institutions, each pursuing separate long-term
business strategies.

         The Registrant is engaged in general commercial and consumer banking
businesses through its principal bank subsidiary, Signet Bank, which is a member
of the Federal Reserve System. Signet Bank provides financial services through
banking offices located throughout Virginia, Maryland and Washington, D.C.,
on-line INTERNET access and a 24-hour full-service Telephone Banking Center.
Signet Bank owns a commercial bank operating in the Bahamas. International
banking operations are conducted through a foreign branch of Signet Bank.
Service subsidiaries are engaged in writing insurance in connection with the
lending activities of the banks and bank-related subsidiaries and owning real
estate for banking premises. Other subsidiaries are engaged in trust operations,
various kinds of lending and leasing activities, insurance agency activities,
mortgage lending and broker and dealer activities relating to certain phases of
the domestic securities business.

         As of December 31, 1996, the Registrant and its subsidiaries employed
3,862 full-time and 941 part-time employees.

Domestic Banking Operations

         Signet Bank, incorporated under the laws of Virginia, had assets of
$11.7 billion at December 31, 1996. Signet Bank provides all customary banking
services to businesses and individuals.

Domestic Trust Operations

         Trust operations are administered by Signet Trust Company, a subsidiary
of the Registrant which presently operates four offices in Virginia, one office
in Maryland and one office in Washington, D.C.

International Banking Operations

         International banking operations are conducted through Signet Bank's
international division and through Signet Bank (Bahamas), Ltd., a subsidiary of
Signet Bank. Signet Bank also conducts international banking operations through
a foreign branch located in the Bahamas.

         International banking is subject to special risks such as exchange
controls and other regulatory or political policies of governments, both foreign
and domestic. Currency devaluation is an additional risk of international
banking; however, substantially all of the Registrant's international assets are
repayable in U.S. dollars.

                                       3


<PAGE>


Domestic Bank-Related Activities

         Signet Commercial Credit Corporation, a wholly-owned subsidiary of the
Registrant, is engaged in bank-related activities in the United States. It makes
loans that are often secured by inventory, accounts receivable or like security
and are generally structured on a revolving basis.

         Signet Insurance Services, Inc., a wholly-owned subsidiary of the
Registrant, provides, as an agent, a full line of life and property/casualty
insurance coverage for both individuals and business enterprises.

         Signet Mortgage Corporation, a wholly-owned subsidiary of Signet Bank,
engages in the business of servicing and selling mortgage loans.

         Signet Leasing and Financial Corporation, a wholly-owned subsidiary of
Signet Bank, engages in diversified equipment lease financing activities
(excluding passenger automobiles) for commercial customers on a national basis.

         Signet Business Leasing Corporation, a wholly-owned subsidiary of
Signet Bank, engages in small ticket lease financing, primarily targeting small
businesses on a national basis.

         Signet Financial Services, Inc., a wholly-owned subsidiary of the
Registrant, acts as an introducing broker and dealer in certain phases of the
domestic securities business.

         Virtus Capital Management, Inc. a wholly-owned subsidiary of the
Registrant, acts as investment manager of various registered open-end management
investment companies, mutual funds, etc. and as a sponsor of mutual funds.


Competition

         The Registrant is subject to substantial competition in all phases of
its business. Its banks compete not only with other commercial banks but with
other financial institutions, including brokerage firms, credit card banks,
savings and loan associations and savings banks, credit unions, consumer loan
companies, finance companies, insurance companies and certain governmental
agencies, many of which are substantially larger than the Registrant. The
Registrant's non-banking subsidiaries also operate in highly competitive fields
and compete with organizations substantially larger than themselves.

         See "Regulation" below for a discussion of legislation which has
increased competition in the markets served by the Registrant.

Government Policy

         The earnings of the Registrant are affected not only by general
economic conditions but also by the policies of various governmental regulatory
authorities. In particular, the Federal Reserve System regulates money and
credit conditions in order to influence general economic conditions, primarily
through open market transactions in U.S. Government securities, varying the
discount rate on member bank borrowings and setting reserve requirements against
member bank deposits. These policies have a significant influence on overall
growth and distribution of bank loans, investments and deposits, and affect
interest rates charged on loans or paid for time and savings deposits. Federal
Reserve monetary policies have had a significant effect on the operating results
of commercial banks in the past and are expected to continue to do so in the
future. The Registrant cannot accurately predict the effect such policies may
have in the future on its business and earnings.

                                       4

<PAGE>



Capital Guidelines

         The Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") has adopted risk-based capital guidelines for bank holding
companies. The minimum guidelines for the ratio of capital to risk-weighted
assets (including certain off-balance-sheet activities, such as standby letters
of credit) is 8 percent. At least half of the total capital must be composed of
common equity, retained earnings and qualifying perpetual preferred stock less
disallowed intangibles, including goodwill ("Tier I capital"). The remainder may
consist of qualifying subordinated debt, other preferred stock and a limited
amount of the loan loss allowance. At December 31, 1996, the Registrant's Tier I
and total capital ratios were 10.78% and 14.70%, respectively.

         In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum leverage ratio of Tier I capital to adjusted average quarterly assets
equal to 3 percent for bank holding companies that meet certain specified
criteria, including that they have the highest regulatory rating. All other bank
holding companies are generally required to maintain a leverage ratio of 3
percent plus an additional cushion of at least 100 to 200 basis points. The
Registrant's leverage ratio at December 31, 1996 was 7.43 percent. The
guidelines also provide that bank holding companies experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
on intangible assets. Furthermore, the Federal Reserve Board has indicated that
it will continue to consider a "tangible Tier I leverage ratio" (deducting all
intangibles) in evaluating proposals for expansion or new activities.

         Signet Bank, the Registrant's subsidiary bank, is subject to similar
capital requirements adopted by its appropriate federal bank regulator. As of
December 31, 1996, Signet Bank met the "well capitalized" criteria, as the Tier
I, total capital and leverage ratios for Signet Bank were 10.17%, 13.33% and
6.93%, respectively. For further discussion about capital matters, refer to the
portions of Signet's 1996 Annual Report to Shareholders incorporated by
reference herein (Exhibit 13.1).

         Failure to meet capital guidelines could subject a national or state
member bank to a variety of enforcement remedies, including the termination of
deposit insurance by the FDIC and a prohibition on the taking of brokered
deposits.


Supervision

         Signet Bank is regularly examined by the Federal Reserve Board and by
the Bureau of Financial Institutions of the Virginia State Corporation
Commission and the Maryland Bank Commissioner and is also subject to regulation
and examination by the Federal Deposit Insurance Corporation. The Registrant is
also subject to examination by the Federal Reserve Board.

         The Registrant's non-banking subsidiaries are supervised by the Federal
Reserve Board.  In addition, Signet Insurance Services, Inc. is subject to
insurance laws and regulations of Virginia and Maryland, respectively, and the
activities of Signet Financial Services, Inc. and Virtus Capital Management,
Inc. are regulated by the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc. and state securities laws.

Regulation

         The Registrant is registered under the Bank Holding Company Act of
1956, as amended (the "BHC Act"). The BHC Act restricts the activities of the
Registrant and requires prior approval of the Federal Reserve Board of any
acquisition by the Registrant of more than 5% of the voting shares of any bank
or bank holding company, any acquisition of all or substantially all of the
assets of a bank and any merger or consolidation with another bank holding
company. Under the BHC Act, as amended by the Riegle-Neal Interstate Banking and
Branching Efficiency Act, the Registrant may acquire other banks located outside
of Virginia and may merge subsidiary banks with out of state banks where such
mergers are specifically authorized by statute in the state where the bank is
located. (See the discussion of interstate banking legislation below.) The BHC
Act also prohibits the Registrant from engaging in any business in the United
States other than that of managing or controlling banks or businesses closely
related to banking, or of furnishing services to or performing services for
subsidiaries and, with certain

                                       5
<PAGE>

limited exceptions, from acquiring more than 5% of the voting shares of any
company. The Federal Reserve Board generally follows a restrictive policy in
permitting the entry of bank holding companies and other bank affiliates into
domestic and foreign bank-related activities. Further, under Section 106 of the
1970 Amendments to the BHC Act and the Federal Reserve Board's regulations, a
bank holding company and its subsidiaries are prohibited from engaging in
certain tie-in arrangements in connection with any extension of credit or
provision of any property or service. Federal law imposes limitations on the
ability of the Registrant and its subsidiaries to engage in certain phases of
the domestic securities business.

         The Registrant is a bank holding company and is a legal entity separate
and distinct from its banking and other subsidiaries. The principal sources of
the Registrant's revenues are interest income derived from loans to and deposits
in subsidiaries and dividends the Registrant receives from its subsidiaries. The
right of the Registrant to participate as a shareholder in any distribution of
assets of any subsidiary upon its liquidation or reorganization or otherwise is
subject to the prior claims of creditors of any such subsidiary. Signet Bank is
subject to claims by creditors for long-term and short-term debt obligations,
including substantial obligations for federal funds purchased and securities
sold under repurchase agreements, as well as deposit liabilities. There is also
a number of federal and state legal limitations to the extent to which Signet
Bank may pay dividends or otherwise supply funds to the Registrant or its
affiliates. The prior approval of the appropriate federal bank regulator is
required if the total of all dividends declared by a national bank or state
member bank in any calendar year will exceed the sum of such bank's net profits,
as defined by the regulators, for the year plus the preceding two calendar
years. In addition, a dividend may not be paid in excess of a bank's undivided
profits then on hand, after deducting losses and bad debts in excess of the
allowance for loan and lease losses. The payment of dividends by the Registrant
and its banking subsidiary may also be affected or limited by other factors,
such as the requirement to maintain adequate capital above regulatory minimums.
In addition, the appropriate federal regulatory authority is authorized to
determine under certain circumstances relating to the financial condition of a
national bank, a state member bank or a bank holding company that the payment of
dividends would be an unsafe or unsound practice and to prohibit payment
thereof. The payment of dividends that deplete a bank's capital base could be
deemed to constitute such an unsafe or unsound practice. The Federal Reserve
Board has indicated that banking organizations should generally pay dividends
only out of current operating earnings. Under applicable regulatory
restrictions, the Registrant's banking subsidiary, Signet Bank, was able to pay
dividends as of January 1, 1997.

         Under federal law, Signet Bank may not, subject to certain limited
exceptions, make loans or extensions of credit to, or investments in the
securities of, the Registrant or any non-bank subsidiary, or take its securities
as collateral for loans to any borrower. In addition, federal law requires that
certain transactions between Signet Bank and its affiliates, including sales of
assets and furnishing of services, must be on terms that are at least as
favorable to the banks as those prevailing in transactions with independent
third parties.

         Signet Bank is subject to various statutes and regulations relating to
required reserves, investments, loans, acquisitions of fixed assets, interest
rates payable on deposits, requirements for meeting community credit needs,
transactions among affiliates and the Registrant, mergers and consolidations,
and other aspects of their operations.

         On July 1, 1994, legislation became effective which permits
out-of-state bank holding companies that do not already have a Virginia bank
subsidiary to acquire Virginia banking institutions if the laws of the
out-of-state bank holding company's home state permit acquisitions of banking
institutions in that state by Virginia bank holding companies under the same
conditions.

         On September 29, 1994, the federal Riegle-Neal Interstate Banking and
Branching Efficiency Act (the "Riegle Act") became law. Under the Riegle Act,
effective September 30, 1995, the Federal Reserve may approve bank holding
company acquisition of banks in other states, subject to certain aging and
deposit concentration limits. Commencing June 1, 1997 (or earlier if a
particular state chooses), banks in one state may merge with banks in another
state, unless the other state has chosen not to implement this section of the
Riegle Act. These mergers are also subject to similar aging and deposit
concentration limits.

         On February 23, 1995, the Virginia General Assembly passed legislation,
effective July 1, 1995, which permits Virginia banks to merge with out-of-state
banks, and out-of-state banks resulting from such an interstate merger
transaction to maintain and operate branches in Virginia of a merged Virginia
bank, if the laws of the home state of such out-of-state bank permit interstate
merger transactions. In addition, effective July 1, 1995, Virginia banks are
permitted to establish de novo branches in other states, and out-of-state banks
are permitted to establish de novo branches in Virginia, if the laws of the home
state of such out-of-state bank permit Virginia banks to establish de novo
branches in that state.

                                       6

<PAGE>


         Effective September 29, 1995, out-of-state banks may enter Maryland by
acquiring single branches or other parts of Maryland banks, by de novo branching
and through mergers with or acquisitions of other banks. An out-of-state bank
may not acquire an existing branch before June 1, 1997, unless the laws of that
bank's home state would permit a Maryland bank to establish a branch in that
state under similar conditions. In July 1996, the Council of the District of
Columbia passed similar legislation with respect to the entry of out-of-state
banks into the District of Columbia through acquisition of branches, de novo
branches and through mergers with or acquisitions of other banks.

         Maryland law allows statewide branching, subject to regulatory
approval. Virginia law provides that a bank may establish new branches, subject
to regulatory approval, anywhere in the state and, effective July 1, 1995, in
other states with branching reciprocity. District of Columbia law allows
branching by District of Columbia banks within the District, subject to
regulatory approval.

         The Financial Institutions Reform, Recovery, and Enforcement Act of
1989 ("FIRREA"), contains a number of provisions which directly or indirectly
affect the activities of federally insured national and state-chartered
commercial banks.

         FIRREA made a number of important changes in the deposit insurance
system. FIRREA established separate insurance funds for banks (the Bank
Insurance Fund ("BIF")) and savings associations (the Savings Association
Insurance Fund) to be managed by the Federal Deposit Insurance Corporation (the
"FDIC"). All national and state-chartered commercial banks that were insured by
the FDIC at the time of the enactment of FIRREA were automatically insured by
BIF.

         FIRREA gives the Federal Reserve Board specific authority to permit the
acquisition of healthy, as well as failing, savings associations by a bank
holding company under the BHC Act.

         FIRREA enhances the enforcement powers of the federal banking
regulators, increases the penalties for violations of law and substantially
revises and codifies the powers of receivers and conservators of depository
institutions. The receivership and conservatorship provisions of FIRREA include
a statutory claims procedure and provisions which confirm the powers of the FDIC
to obtain a stay of pending litigation and to repudiate certain contracts or
leases. The Crime Control Act of 1990, also contains a number of provisions
which enhance the enforcement powers of the federal banking regulators and
increase the penalties for violations of law.

         Under Federal Reserve Board policy, the Registrant is expected to act
as a source of financial strength to its subsidiary bank and to commit resources
to support such a subsidiary. This support may be required at times when, absent
such Federal Reserve Board policy, the Registrant may not find itself able to
provide it.

         The Registrant's subsidiary bank is subject to FDIC deposit insurance
assessments. FIRREA requires that the FDIC reach an insurance fund reserve for
the BIF of $1.25 for every $100 of insured deposits. If the reserve ratio of the
BIF is less than the designated reserve ratio, the FDIC is required to set
assessment rates sufficient to increase the ratio to the required ratio, and is
authorized to impose special additional assessments. A significant increase in
the assessment could have an adverse impact on the Registrant's results of
operations. See discussion below under Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), for further information on the risk-based
insurance assessment system adopted by the FDIC.

         In December 1991, FDICIA was enacted. FDICIA substantially revises the
bank regulatory and funding provisions of the Federal Deposit Insurance Act and
makes revisions to several other federal banking statutes.

         FDICIA requires the federal banking agencies to take "prompt corrective
action" with depository institutions that do not meet minimum capital
requirements. FDICIA establishes five capital tiers: "well capitalized",
"adequately capitalized", "undercapitalized", "significantly undercapitalized"
and "critically undercapitalized". A depository institution's capital tier
depends upon where its capital levels are in relation to various relevant
capital measures, which include a risk-based capital measure and a leverage
ratio capital measure, and certain other factors.

                                       7

<PAGE>

         A depository institution is well capitalized if it significantly
exceeds the minimum level required by regulation for each relevant capital
measure, adequately capitalized if it meets each such measure, undercapitalized
if it fails to meet any such measure, significantly undercapitalized if it is
significantly below any such measure and critically undercapitalized if it fails
to meet any critical capital level set forth in the regulations. The critical
capital level must be a level of tangible equity equal to not less than two
percent of total assets and not more than 65 percent of the minimum leverage
ratio to be prescribed by regulation (except to the extent that two percent
would be higher than such 65 percent level). An institution may be deemed to be
in a capitalization category that is lower than is indicated by its actual
capital position if, among other things, it receives an unsatisfactory
examination rating.

         FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to
restrictions on borrowing from the Federal Reserve System. In addition,
undercapitalized depository institutions are subject to growth limitations and
are required to submit a capital restoration plan. The federal banking agencies
may not accept a capital plan without determining, among other things, that the
plan is based on realistic assumptions and is likely to succeed in restoring the
depository institution's capital. For a capital restoration plan to be
acceptable, the depository institution's parent holding company must guarantee
that the institution will comply with such capital restoration plan. The
aggregate liability of the parent holding company is limited to the lesser of
(i) an amount equal to 5 percent of the depository institution's total assets at
the time it became undercapitalized and (ii) the amount which is necessary (or
would have been necessary) to bring the institution into compliance with all
capital standards applicable with respect to such institution as of the time it
fails to comply with the plan. If a depository institution fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.

         Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to reduce
total assets, and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.

         Under FDICIA, an institution that is not well capitalized is generally
prohibited from accepting brokered deposits and offering interest rates on
deposits higher than the prevailing rate in its market. In addition, "pass
through" insurance coverage may not be available for certain employee benefit
accounts.

         FDICIA restated Section 22(h) of the Federal Reserve Act, a statutory
provision which, among other things, restricts the amounts and terms of
extensions of credit which may be made by a bank to its executive officers,
directors, principal shareholders (collectively, "insiders"), and to their
related interests. In addition to limitations previously in place, FDICIA
requires a bank, when lending to insiders, to follow credit underwriting
procedures that are not less stringent than those applicable to comparable
transactions by the bank with persons outside the bank. Directors and their
related interests are now subject to the same aggregate lending limits
previously applicable to executive officers and their principal shareholders and
their related interests; further, the amount a bank can lend in the aggregate to
insiders, and to their related interests, is limited to an amount equal to the
bank's unimpaired capital and surplus. Insiders are also prohibited from
knowingly receiving, or knowingly permitting their related interests to receive,
any extension of credit not authorized by Section 22(h) of the Federal Reserve
Act.

         Under FDICIA, each insured depository institution is required to submit
annual financial statements to the FDIC, its primary federal regulatory, and any
appropriate state banking supervisor and a report signed by the chief executive
officer and chief accounting or financial officer which contains (i) a statement
of management's responsibilities for preparing financial reports, establishing
and maintaining an adequate internal control structure, and complying with laws
and regulations relating to safety and soundness and (ii) an assessment of the
effectiveness of such structures and compliance effort. The institution's
independent public accountant will then be required to attest to and report
separately on the assertion of the institution's management on internal control
over financial reporting.

         Each insured depository institution will be required to have an
independent audit committee made up entirely of outside directors who are
independent of management of the institution and who satisfy any specific

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requirements the FDIC may establish. Their duties are to include review of the
various reports required under FDICIA. In the case of any insured depository
institution which the FDIC determines to be a "large institution", the audit
committee must include members with banking or related financial expertise.
Also, in the case of such large institutions, the committee must have access to
its own outside counsel, and may not include any large customers of the
institution. There are certain exemptions for institutions that are part of a
holding company structure, but the institution must have total assets of less
than $9 billion, and an examination rating of 1 or 2.

         FDICIA amended the Federal Deposit Insurance Act by inserting a new
provision concerning accounting objectives, standards and requirements. Among
other matters, the federal banking agencies are required to: (i) review the
accounting principles used by depository institutions in preparing financial
reports required to be filed with a federal banking agency and related matters
with respect to such reports; (ii) modify or eliminate any accounting principles
or reporting requirements which are inconsistent with FDICIA's objectives of
effective supervision, prompt corrective action, and increased accuracy of
financial statements; (iii) prescribe regulations which require that all assets
and liabilities, including contingent assets and liabilities, of insured
depository institutions be reported in, or otherwise taken into account of, in
the preparation of any balance sheet, financial statement, report of condition,
or other report required to be filed with the federal banking agency; and (iv)
develop jointly with the other appropriate federal banking agencies, a method
for insured depository institutions to provide supplemental disclosure of the
estimated fair market value of assets and liabilities, to the extent feasible
and practical, in any such reports. All financial reports and statements are to
be prepared in accordance with generally accepted accounting principles, except
that each federal banking agency has the power to implement more stringent
procedures in certain instances.

         FDICIA also imposes certain operational and managerial standards on
financial institutions relating to internal controls, loan documentation, credit
underwriting, interest rate exposure, asset growth, and compensation, fees and
benefits. FDICIA also imposes new restrictions on activities and investments of
insured state banks, and prescribes limitations on risks posed by exposure of
insured banks to other depository institutions, including adoption of policies
to limit overnight credit exposures to correspondent banks.

         FDICIA requires the federal banking regulators to adopt rules
prescribing certain safety and soundness standards for insured depository
institutions and their holding companies. The Uniform Financial Institutions
Rating System ("UFIRS") is an internal rating system used by the federal and
state regulators for assessing the soundness of financial institutions on a
uniform basis and for identifying those institutions requiring special
supervisory attention. On December 20, 1996, the FDIC Board of Directors adopted
the Federal Financial Institutions Examination Council's ("FFIEC") updated
UFIRS, which replaces the 1979 statement of policy and is effective January 1,
1997. The updated rating system now will be referred to as the "CAMELS" rating
system, as each financial institution is assigned a rating based on an
evaluation of five essential components of an institution's financial condition
and operations, including Capital adequacy, Asset quality, Management, Earnings,
Liquidity and Sensitivity. The standards are intended to enable the regulatory
agencies to address problems at depository institutions and holding companies
before the problems cause significant deterioration in the financial condition
of the institution. The CAMELS rating system establishes the objectives of
proper operations and management, but leaves specific methods for achieving
those objectives to each institution.

         FDICIA sets forth a new Truth in Savings Act. The Federal Reserve Board
has adopted regulations implementing the Truth in Savings Act. A variety of
significant new disclosure requirements are imposed concerning interest rates
and terms of deposit accounts. A requirement is also imposed that interest paid
on interest-bearing accounts must be calculated on the full amount of principal,
as opposed to on only non-reservable balances.

         Under FDICIA, the federal banking agencies adopted regulations
providing standards for extensions of credit that are secured by liens on
interests in real estate or made for the purpose of financing the construction
of buildings or other improvements of real estate. In prescribing standards, the
agencies must consider the risk posed to the deposit insurance fund, the need
for safe and sound operation of depository institutions, and the availability of
credit.

         Under FDICIA, the FDIC adopted a risk-based insurance assessment system
for implementation January 1, 1994 that evaluates an institution's potential for
causing a loss to the insurance fund and to base deposit insurance premiums upon
individual bank profiles. Under the risk-based assessment system, each
institution pays FDIC insurance premiums within a range from 0 cents to 31 cents
per $100 of deposits, depending on the institution's

                                       9

<PAGE>


capital adequacy and a supervisory judgment of overall risk. As of December 31,
1996, Signet Bank paid no deposit insurance premium except for those deposits
obtained in the acquisition of Pioneer Financial Corporation ("Pioneer"), a
savings and loan holding company. The premium on these deposits remained at 23
cents per $100 of deposits. The FDIC lowered the 1996 assessment for Signet Bank
to the minimum semiannual assessment of $1,000 except for the assessment on
deposits acquired from Pioneer, which remained unchanged at 23 cents per $100 of
deposits. In 1997, the annual rate paid on deposits acquired from Pioneer will
be reduced from 23 cents to 6 cents per $100 of deposits.

         As a result of The Deposit Insurance Funds Act of 1996 (the "Funds
Act), the FDIC Board of Directors approved the imposition of a special
assessment rate of 65.7 cents per $100 of Savings Association Insurance Fund
("SAIF") assessable deposits on October 8, 1996. The Funds Act also authorizes
the Financing Corporation ("FICO") to impose periodic assessments on depository
institutions that are members of the BIF in order to spread the cost of interest
payments on the outstanding FICO bonds over a larger number of institutions.
Thrift deposits will be assessed 6 cents per $100 annually, and bank deposits
will be assessed 13 cents. These payments will start January 1, 1997 and run
through 2000.

         From time to time, various legislative proposals are submitted to and
considered by Congress concerning the banking industry. Recent legislative
initiatives have included, among other things, proposals to reform deposit
insurance, limit the investments that a depository institution may make with
insured funds, expand the powers of banking organizations to enter into new
financial service industries and revise the structure of the bank regulatory
system.

                                       10

<PAGE>



Executive Officers of the Registrant

         The following table sets forth information with respect to the
Registrant's executive officers:


<TABLE>
<CAPTION>
Names, Positions and Offices
With Registrant During Last                                                               An Officer of the
        Five Years                                                     Age                 Registrant Since
------------------------------                                         ---                -----------------

<S> <C>
Malcolm S. McDonald                                                     58                       1982
Chairman and Chief Executive Officer (Principal
Executive Officer).  Prior to December, 1996, he was
President and Chief Operating Officer.

T. Gaylon Layfield, III                                                 45                       1988
President and Chief Operating Officer. Prior to
December, 1996, he was Senior Executive Vice President.

Wallace B. Millner, III                                                 57                       1971
Vice Chairman and Chief Financial Officer
(Principal Financial Officer).  Prior to May, 1996,
he was Senior Executive Vice President and
Chief Financial Officer (Principal Financial Officer).

David L. Brantley                                                       47                       1988
Executive Vice President and Treasurer.  Prior to February,
1995, he was Senior Vice President and Treasurer.

W.H. Catlett, Jr.                                                       48                       1994
Executive Vice President and Controller (Principal
Accounting Officer).  Prior to August, 1994, he was
a Senior Vice President.

Philip H. Davidson                                                      52                       1977
Executive Vice President.

Robert J. Merrick                                                       51                       1996
Executive Vice President and Chief Credit Officer.

Kenneth H. Trout                                                        48                       1990
Senior Executive Vice President.  Prior to May, 1991, he
was an Executive Vice President.

Sara R. Wilson                                                          46                       1980
Executive Vice President, General Counsel and
Corporate Secretary.  Prior to January, 1995, she was Executive
Vice President and General Counsel.  Prior to January, 1994, she
was Senior Vice President and Senior Corporate Counsel.
</TABLE>


There are no family relationships (as defined in the applicable regulations)
among the above listed officers.

                                       11

<PAGE>


         The executive officers of the Registrant are elected to serve until the
next organizational meeting of the board of directors of the Registrant
following the next annual meeting of the stockholders of the Registrant and
until their successors are elected.

Statistical Information

         The statistical information required by Item 1 is in the Registrant's
Annual Report to its shareholders for the year ended December 31, 1996, and is
incorporated herein by reference, as follows:

<TABLE>
<CAPTION>
                                                                          Page in the Registrant's Annual
                                                                          Report to its shareholders for
         Guide 3 Disclosure                                               the year ended December 31, 1996
         ------------------                                               --------------------------------
<S> <C>
  I.     Distribution of Assets, Liabilities and
         Stockholders' Equity, Interest Rates and
         Interest Differential
         A.  Average Balance Sheet                                                       52
         B.  Net Interest Earnings Analysis                                              52
         C.  Rate/Volume Analysis                                                        50

 II.     Investment Portfolio
         A.  Book Value of Investment Securities                                         62
         B.  Maturities of Investment Securities                                         30
         C.  Investment Securities Concentrations                                       30&31

III.     Loan Portfolio
         A.  Types of Loans                                                              53
         B.  Maturities and Sensitivities of
               Loans to Changes in Interest Rates                                        27
         C.  Risk Elements
               1.  Nonaccrual, Past Due and Restructured Loans                          31&32
               2.  Potential Problem Loans                                               32
               3.  Foreign Outstandings                                              Not Applicable
               4.  Loan Concentrations                                                   53
         D.  Other Interest Bearing Assets                                           Not Applicable

 IV.     Summary of Loan Loss Experience
         A.  Analysis of Allowance for Loan Losses                                       51
         B.  Allocation of the Allowance for Loan Losses                                 51

  V.     Deposits
         A.  Average Balances                                                            52
         B.  Maturities of Large Denomination Certificates                               33
         C.  Foreign Deposit Liability Disclosure                                        33

 VI.     Return on Equity and Assets
         A.  Return on Assets                                                            49
         B.  Return on Equity                                                            49
         C.  Dividend Payout Ratio                                                       34
         D.  Equity to Assets Ratio                                                      49

VII.     Short-Term Borrowings                                                           64
</TABLE>

                                       12

<PAGE>



ITEM 2.  PROPERTIES.

         The executive offices of the Registrant and Signet Bank are located at
7 North Eighth Street, Richmond, Virginia, in a building owned by a subsidiary
of the Registrant. The Registrant's main operations center is located in Henrico
County, Virginia, in a newly constructed building completed in the first quarter
of 1996. The principal offices of Signet Bank are leased.

         Of the Registrant's 239 domestic branch banking locations, 119 are
owned by subsidiaries of the Registrant. The remaining 120 branch banking
locations and offices of other subsidiaries are leased for various terms at an
aggregate annual rent of approximately $21,685,000.

ITEM 3.  LEGAL PROCEEDINGS.

         The Registrant and its subsidiaries are parties plaintiff or defendant
in suits arising out of the collection of loans and the enforcement or defense
of the priority of its security interests. Management believes that the pending
actions against the Registrant or its subsidiaries, both individually and in the
aggregate, will not have a material adverse effect on the financial condition or
future operations of the Registrant. For further discussion of legal
proceedings, refer to the Registrant's 1996 Annual Report to Shareholders on
page 17 under the heading "Introduction" and on page 78 in Note O, incorporated
be reference herein.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS.

         The information required by Item 5 is included in the Registrant's
Annual Report to its shareholders for the year ended December 31, 1996 on page
44 under the heading "Selected Quarterly Financial Information", page 71 in Note
J, and page 90 under the heading "Quarterly Per Share Information", and is
incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA.

         The information required by Item 6 is included in the Registrant's
Annual Report to its shareholders for the year ended December 31, 1996 on pages
34 and 49 under the headings "Risk-Based and Other Capital Data" and "Selected
Financial Data", respectively, and is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

         The information required by Item 7 is included in the Registrant's
Annual Report to its shareholders for the year ended December 31, 1996 on pages
17-53 under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations", and is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The information required by Item 8 is included in the Registrant's
Annual Report to its shareholders for the year ended December 31, 1996 on pages
54-84 under the heading "Signet Banking Corporation Consolidated Financial
Statements" and on page 44 under the heading "Selected Quarterly Financial
Information", and is incorporated herein by reference.

                                       13

<PAGE>



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

         None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information required by Item 10 as to the directors of the
Registrant is included in the Registrant's 1997 Proxy Statement on pages 2-5
under the headings "Election of Directors" and "Other Directorships", and is
incorporated herein by reference.

         The information required by Item 10 as to the executive officers of the
Registrant is included in Item 1 under the heading "Executive Officers of the
Registrant".

ITEM 11. EXECUTIVE COMPENSATION.

         The information required by Item 11 is included in the Registrant's
1997 Proxy Statement on pages 8-13 under the headings "Compensation of the
Board" and "Executive Compensation", and is incorporated herein by reference.
Information under the headings "Organization and Compensation Committee Report
on Executive Compensation" and "Performance Graph" in the Registrant's 1997
Proxy Statement is not incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT.

         The information required by Item 12 is included in the Registrant's
1997 Proxy Statement on pages 1, 5, 6 and 7 under the headings "Proxy Statement"
and "Stock Ownership", and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information required by Item 13 is included in the Registrant's
1997 Proxy Statement on page 7 under the heading "Transactions", and is
incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON
         FORM 8-K.

         (a) (1) The following consolidated financial statements of Signet
                 Banking Corporation and Subsidiaries, included in the
                 Registrant's Annual Report to its shareholders for the year
                 ended December 31, 1996, are incorporated herein by reference
                 in Item 8:

                       Consolidated Balance Sheet - December 31, 1996 and 1995
                       Statement of Consolidated Income - Years ended December
                           31, 1996, 1995 and 1994
                       Statement of Consolidated Cash Flows - Years ended
                           December 31, 1996, 1995 and 1994
                       Statement of Changes in Consolidated Stockholders' Equity
                           - Years ended December 31, 1996, 1995 and 1994
                       Notes to Consolidated Financial Statements
                       Report of Ernst & Young LLP, Independent Auditors

             (2) All schedules are omitted since the required information is
                 either not applicable, not deemed material, or is shown in the
                 respective financial statements or in notes thereto.

                                       14

<PAGE>

             (3) Exhibits:

                 2.1    Separation, Distribution and Indemnity Agreement dated
                        as of February 22, 1994 among the Registrant, Signet
                        Bank and Capital One Financial Corporation (Incorporated
                        by reference to Exhibit 2.1 to Annual Report on Form
                        10-K for the fiscal year ended December 31, 1994).

                 2.2    Retained Portfolio, Origination, Servicing and
                        Management Agreement dated as of February 22, 1994
                        between Signet Bank and Capital One Financial
                        Corporation (Incorporated by reference to Exhibit 2.1 to
                        Annual Report on Form 10-K for the fiscal year ended
                        December 31, 1994).

                 3.1    Articles of Incorporation (Incorporated by reference to
                        Exhibit 3.1 to Annual Report on Form 10-K for the fiscal
                        year ended December 31, 1992).

                 3.2    Bylaws (Incorporated by reference to Exhibit 3.2 to
                        Annual Report on Form 10-K for the fiscal year ended
                        December 31, 1995).

                 4.1    Indenture dated as of May 1, 1972 Providing for Issuance
                        of Unlimited Senior Debt Securities (Incorporated by
                        reference to Exhibit 4-3 to Registration Statement No.
                        2-43731).

                 4.2    Indenture dated as of September 1, 1970 Providing for
                        Issuance of Unlimited Capital Notes (Incorporated by
                        reference to Exhibit 4-2 to Registration Statement No.
                        2-37919).

                 4.3    Indenture dated as of May 1, 1985 relating to
                        $50,000,000 Floating Rate Subordinated Notes due 1997
                        (Incorporated by reference to Exhibit 4(a) to
                        Registration Statement No. 2-97720).

                 4.4    Indenture dated as of April 1, 1986 Providing for
                        Issuance of Unlimited Subordinated Debt Securities
                        (Incorporated by reference to Exhibit 4(a) to
                        Registration Statement No. 33-4491).

                 4.5    Officer's Certificate dated as of April 4, 1986 setting
                        forth the form and terms of $100,000,000 of unsecured
                        floating rate Subordinated Notes due in 1998
                        (Incorporated by reference to Exhibit 4.11 to Annual
                        Report on Form 10-K for the fiscal year ended December
                        31, 1989).

                 4.6    Officers' Certificate dated as of May 23, 1989 setting
                        forth the  form and terms of $100,000,000 of unsecured 9
                        5/8% Subordinated Notes due in 1999 (Incorporated by
                        reference to Exhibit 4.12 to Annual Report on Form 10-K
                        for the fiscal year ended December 31, 1989).

                 4.7    Articles of Amendment, Rights Agreement, Series A Junior
                        Participating Preferred Stock (Incorporated by reference
                        to Exhibit 1 to Current Report on Form 8-K dated May 23,
                        1989).

                10.1    Executive Employee Supplemental Retirement Plan
                        (Incorporated by reference to Exhibit 10.4 to Annual
                        Report on Form 10-K for the fiscal year ended December
                        31, 1988).

                10.2    Form of Executive Employment Agreement between the
                        Registrant and David L. Brantley, W.H. Catlett, Jr.,
                        Philip H. Davidson, Gordon Z. Holt, T. Gaylon Layfield,
                        III, Malcolm S. McDonald, John McKenney III, Robert J.
                        Merrick,

                                       15

<PAGE>

                        Wallace B. Millner, III, Christopher Oddleifson,  Keith
                        A. Reynolds, H. Nathaniel Taylor, Kenneth H. Trout, Sara
                        R. Wilson and Randolph W. Wyckoff

                        (Incorporated by reference to Exhibit 10.8 on Form 10-K
                        for the fiscal year ended December 31, 1989).

                10.3    1983 Stock Option Plan (Incorporated by reference to
                        Exhibit A to Proxy Statement for 1983 Annual Meeting of
                        Shareholders).

                10.4    1985 Union Trust Bancorp Key Employee Stock Option Plan
                        (Incorporated by reference to Exhibit 10.13 to Annual
                        Report on Form 10-K for the fiscal year ended December
                        31, 1985).

                10.5    1992 Stock Option Plan (as amended and restated January
                        24, 1995) (Incorporated by reference to Exhibit I to
                        Proxy Statement for 1995 Annual Meeting of
                        Shareholders).

                10.6    Executive Employee Excess Savings Plan (Incorporated by
                        reference to Exhibit 10.14 to Annual Report on Form 10-K
                        for the fiscal year ended December 31, 1987).

                10.7    Split Dollar Life Insurance Plan and Agreement
                        (Incorporated by reference to Exhibit 10.13 to Annual
                        Report on Form 10-K for the fiscal year ended December
                        31, 1989).

                10.8    Executive Employee Deferred Compensation Plan
                        (Incorporated by reference to Exhibit 10.15 to Annual
                        Report on Form 10-K for the fiscal year ended December
                        31, 1988).

                10.9    1988 Deferred Compensation Plan (Incorporated by
                        reference to Exhibit 10.16 to Annual Report on Form 10-K
                        for the fiscal year ended December 31, 1988).

                10.10   Excess Benefit Retirement Plan (Incorporated by
                        reference to Exhibit 10.17 to Annual Report on Form 10-K
                        for the fiscal year ended December 31, 1988).

                10.11   Annual Executive Incentive Compensation Plan
                        (Incorporated by reference to Exhibit I to Proxy
                        Statement for 1994 Annual Meeting of Shareholders).

                10.12   Executive Long-Term Incentive Plan (Incorporated by
                        reference to Exhibit II to Proxy Statement for 1994
                        Annual Meeting of Shareholders).

                10.13   1994 Stock Incentive Plan (Incorporated by reference to
                        Exhibit III to Proxy Statement for 1994 Annual Meeting
                        of Shareholders).

                10.14   1996 Non-Employee Directors Stock Option Plan
                        (Incorporated by reference to Exhibit I to Proxy
                        Statement for 1996 Annual Meeting of Shareholders).

                11.1    Computation of Earnings Per Share (Filed herewith).

                13.1    1996 Annual Report to Shareholders (Filed herewith).

                21.1    Subsidiaries of the Registrant (Filed herewith).

                23.1    Consent of Ernst & Young LLP (Filed herewith).

                27.1    Financial Data Schedule (Filed herewith).

         (b)      Reports on Form 8-K

                             none

                                       16

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
 Exchange Act of 1934, the Registrant has duly caused this Report to be signed
 on its behalf by the undersigned, thereunto duly authorized.

                                                   SIGNET BANKING CORPORATION



 Date: February 25, 1997                           By   /S/ W. H. Catlett, Jr.
                                                        ------------------------
                                                        W. H. Catlett, Jr.
                                                        Executive Vice President
                                                          and Controller



         Pursuant to the requirements of the Securities Exchange Act of 1934,
 this Report has been signed below by the following persons on behalf of the
 Registrant and in the capacities indicated on the 25th day of February, 1997.

<TABLE>
<CAPTION>
         SIGNATURES                                                    TITLE
         ----------                                                    -----
<S> <C>
 /S/ Malcolm S. McDonald                                      Director, Chairman and Chief Executive
 ---------------------------                                  Officer (Principal Executive Officer)
 Malcolm S. McDonald



 /S/ T. Gaylon Layfield, III                                  Director, President and Chief Operating
 ---------------------------                                  Officer
 T. Gaylon Layfield, III



 /S/ Wallace B. Millner, III                                  Vice Chairman and Chief Financial Officer
 ---------------------------                                  (Principal Financial Officer)
 Wallace B. Millner, III



 /S/ W. H. Catlett, Jr.                                       Executive Vice President and Controller
 ---------------------------                                  (Principal Accounting Officer)
 W. H. Catlett, Jr.



 /S/ J. Henry Butta                                           Director
 ---------------------------
 J. Henry Butta



----------------------------                                  Director
 Norwood H. Davis, Jr.
</TABLE>

                                       17

<PAGE>



                  SIGNATURES                                   TITLE
                  ----------                                   -----


 /S/ William C. DeRusha                                       Director
 ---------------------------
 William C. DeRusha


 /S/ Robert M. Freeman                                        Director
 ---------------------------
 Robert M. Freeman



 /S/ C. Stephenson Gillispie, Jr.                             Director
 ---------------------------
 C. Stephenson Gillispie, Jr.



----------------------------                                  Director
 Bruce C. Gottwald, Jr.



 /S/ William R. Harvey                                        Director
 ---------------------------
 William R. Harvey, Ph.D.



 /S/ Elizabeth G. Helm                                        Director
 ---------------------------
 Elizabeth G. Helm



 /S/ Robert M. Heyssel, M.D.                                  Director
 ---------------------------
 Robert M. Heyssel, M.D.



 /S/ Henry A. Rosenberg, Jr.                                  Director
 ---------------------------
 Henry A. Rosenberg, Jr.



 /S/ Louis B. Thalheimer                                      Director
 ---------------------------
 Louis B. Thalheimer

                                       18

<PAGE>



                     EXHIBITS TO SIGNET BANKING CORPORATION


                           ANNUAL REPORT ON FORM 10-K


                             DATED DECEMBER 31, 1996


                           COMMISSION FILE NO. 1-6505



                                       19

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                Page Number or
 Exhibit                                                                        Incorporation by
 Number         Description                                                        Reference to
---------       -----------                                                     -----------------
<S> <C>
     2.1        Separation, Distribution and Indemnity          Exhibit 3.1 to Annual Report on Form 10-K for
                Agreement                                       the fiscal year ended December 31, 1994

     2.2        Retained Portfolio, Origination, Servicing      Exhibit 3.1 to Annual Report on Form 10-K for
                and Management Agreement                        the fiscal year ended December 31, 1994

     3.1        Articles of Incorporation                       Exhibit 3.1 to Annual Report on Form 10-K for
                                                                the fiscal year ended December 31, 1992

     3.2        Bylaws                                          Exhibit 3.2 to Annual Report on Form 10-K for
                                                                the fiscal year ended December 31, 1995

     4.1        Instruments defining the rights of              Exhibit 4-1, Registration No. 2-43731;
                security holders, including Indentures          Exhibit 4-2, Registration No. 2-37919;
                                                                Exhibit 4-3, Registration No. 2-97720;
                                                                Exhibit 4-6, Registration No. 2-45986;
                                                                Exhibit 4(a), Registration No. 2-97720;
                                                                Exhibit 4(a), Registration Statement No. 33-4491;
                                                                Exhibit 1 to Current Report on Form 8-K dated
                                                                May 23, 1989; Exhibit 4.11 to Annual Report on
                                                                Form 10-K for the fiscal year ended December
                                                                31, 1989

    10.1        Executive Employee Supplemental                 Exhibit 10.4 to Annual Report on Form 10-K for
                Retirement Plan                                 the fiscal year ended December 31, 1988

    10.2        Form of Executive Employment                    Exhibit 10.8 to Annual Report on Form 10-K for
                Agreement between the Registrant                the fiscal year ended December 31, 1989
                and David L. Brantley, W.H. Catlett, Jr.,
                Philip H. Davidson, Gordon Z. Holt, T. Gaylon
                Layfield, III, Malcolm S. McDonald, John
                McKenney III, Robert J. Merrick, Wallace B.
                Millner, III, Christopher Oddleifson, Keith A.
                Reynolds, H. Nathaniel Taylor, Kenneth H. Trout,
                Sara R. Wilson and Randolph W. Wyckoff

    10.3        1983 Stock Option Plan                          Exhibit A to Proxy Statement for 1983 Annual
                                                                Meeting of Shareholders

    10.4        1985 Union Trust Bancorp Key                    Exhibit 10.13 to Annual Report on Form 10-K for
                Employee Stock Option Plan                      the fiscal year ended December 31, 1985

    10.5        1992 Stock Option Plan (as amended              Exhibit I to Proxy Statement for 1995 Annual
                January 24, 1995)                               Meeting of Shareholders

    10.6        Executive Employee Excess                       Exhibit 10.14 to Annual Report on Form 10-K for
                Savings Plan                                    the fiscal year ended December 31, 1987

    10.7        Split Dollar Life Insurance Plan                Exhibit 10.13 to Annual Report on Form 10-K for
                and Agreement                                   the fiscal year ended December 31, 1989

                                       20

<PAGE>


    10.8        Executive Employee Deferred                     Exhibit 10.15 to Annual Report on Form 10-K for
                Compensation Plan                               the fiscal year ended December 31, 1988

    10.9        1988 Deferred Compensation Plan                 Exhibit 10.16 to Annual Report on Form 10-K for
                                                                the fiscal year ended December 31, 1988

    10.10       Excess Benefit Retirement Plan                  Exhibit 10.17 to Annual Report on Form 10-K for
                                                                the fiscal year ended December 31, 1988

    10.11       Annual Executive Incentive                      Exhibit I to Proxy Statement for 1994 Annual
                Compensation Plan                               Meeting of Shareholders

    10.12       Executive Long-Term Incentive Plan              Exhibit II to Proxy Statement for 1994 Annual
                                                                Meeting of Shareholders

    10.13       1994 Stock Incentive Plan                       Exhibit III to Proxy Statement for 1994 Annual
                                                                Meeting of Shareholders

    10.14       1996 Non-Employee Directors Stock               Exhibit I to Proxy Statement for 1996 Annual
                Option Plan                                     Meeting of Shareholders

    11.1        Computation of Earnings per Share               Page 22

    13.1        1996 Annual Report to Shareholders              Page 23

    21.1        Subsidiaries of the Registrant                  Page 94

    23.1        Consent of Independent Auditors,
                Ernst & Young LLP                               Page 96

    27.1        Financial Data Schedule                         Page 97
</TABLE>

                                       21