HERITAGE BANCSHARES INC /FLA/, 8-K, 1996-07-11

HERITAGE BANCSHARES INC /FLA/
8-K, 1996-07-11
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) JUNE 28, 1996
-------------------------------

HERITAGE BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

FLORIDA 33-25687A 65-0059575
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

12998 SOUTH CLEVELAND AVENUE, FORT MYERS, FLORIDA 33907
- --------------------------------------------------------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code (941) 482-1441
-----------------------------

NONE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2

ITEM 5. OTHER EVENTS.

On June 28, 1996, Heritage Bancshares, Inc. (the "Company") signed a
definitive Agreement and Plan of Share Exchange (the "Agreement") which
provides for the acquisition of the Company by SouthTrust Corporation, a
Delaware corporation ("SouthTrust"), through the merger of the Company with and
into a wholly-owned subsidiary of SouthTrust. The Board of Directors of the
Company approved the Agreement and the transactions contemplated thereby at its
meeting held on June 27, 1996. Under the terms of the Agreement, at the
effective time of the Share Exchange, each outstanding share of the Company's
Common Stock will be converted into the right to receive $22.65 in cash (the
"Cash Consideration").

The Agreement contemplates that each stock option, warrant, or other
right to purchase shares of the Company's Common Stock under the Company's
stock option and other stock plans or agreements will be canceled and each
Company share subject to such option shall be converted into the right to
receive the difference between the Cash Consideration and the exercise price
applicable to each Company share.

Consummation of the Share Exchange is subject to various conditions,
including: (i) receipt of approval by the shareholders of the Company of the
Agreement and the Share Exchange, as required to be approved under Florida law;
(ii) receipt of certain regulatory approvals from the Board of Governors of the
Federal Reserve System and the Department of Banking and Finance of the State
of Florida; and (iii) satisfaction of certain other conditions.

The Agreement and the Share Exchange will be submitted for approval
at a meeting of the shareholders of the Company, which is presently scheduled
to be held prior to August 31, 1996.

The preceding description of the Agreement is qualified in its
entirety by reference to the copy of the Agreement included as an exhibit to
this Current Report on Form 8-K dated July 10, 1996 and filed on July 11, 1996
(the "Current Report") and which is incorporated by reference.

Immediately after executing the Agreement, the Company and
SouthTrust entered into a Stock Option Agreement, dated June 28, 1996 (the
"Stock Option Agreement"), pursuant to which the Company granted to SouthTrust
an option to purchase, under certain circumstances and subject to certain
adjustments, up to 108,250 shares of the Company's Common Stock at a price of
$22.65 per share (the "SouthTrust Option"). The SouthTrust Option, if
exercised, would equal, before giving effect to the exercise of the SouthTrust
Option, 19.9% of the total number of shares of the Company's Common Stock
outstanding as of its date of exercise. The SouthTrust Option was granted by
the Company as a condition and inducement to SouthTrust's willingness to enter
into the Agreement. Under certain circumstances, the Company may be required
to repurchase the SouthTrust Option or the shares acquired pursuant to the
exercise of the SouthTrust Option.

The preceding description of the Stock Option Agreement is qualified
in its entirety by reference to the copy of the Stock Option Agreement included
as an Exhibit to this Current Report and which is incorporated by reference.

The Share Exchange is expected to be consummated in October 1996.

2
<PAGE> 3

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

2.1* Agreement and Plan of Share Exchange, dated as of June 28,
1996, by and among SouthTrust of Florida, Inc., SouthTrust
Corporation and Heritage Bancshares, Inc.

4.1 Stock Option Agreement, dated June 28, 1996 between Heritage
Bancshares, Inc., as issuer, and SouthTrust Corporation, as
grantee.

* Certain Schedules related to the Agreement and Plan of Share Exchange are
omitted from this filing. Heritage Bancshares, Inc. agrees to supplementally
furnish to the Commission upon request a copy of any omitted schedule. The
omitted schedules relate to the following sections of the Agreement and Plan of
Share Exchange: Section 2.2 - Company Stock Options and Warrants; Section 3.4 -
Loan Portfolio; Section 3.5 - Certain Loans and Related Matters; Section 3.6(b)
- - Authority; No Violation; Section 3.7 - Consents and Approvals; Section 3.10 -
Legal Proceedings, Etc.; Section 3.11 - Taxes and Tax Returns; Section 3.12(a)
- - Employee Benefit Plans; Section 3.13(a) - Title and Related Matters; Section
3.14(a) - Real Estate; Section 3.14(b) - Real Estate; Section 3.16 -
Commitments and Contracts; Section 3.20 - Insurance; Section 3.22 - Compliance
with Laws; Section 3.23 - Compliance with Laws; Section 4.4 - Authorization;
Section 4.7 - Legal Proceedings, Etc.; Section 5.1(b)(iv) - Conduct of the
Business of the Company; Exhibit 8.5 - Legal Opinion of Smith, Gambrell &
Russell; and Exhibit 9.6 - Legal Opinion of Bradley, Arant, Rose & White.

3
<PAGE> 4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

HERITAGE BANCSHARES, INC.

By: /s/ Leo R. Doerr
----------------------------
Leo R. Doerr
President

Dated: July 11, 1996

4
<PAGE> 5

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page No.
------- ------------------------------------------------------------------ ----------
<S> <C>
2.1 Agreement and Plan of Share Exchange, dated as of June 28, 1996,
by and among SouthTrust of Florida, Inc., SouthTrust Corporation
and Heritage Bancshares, Inc.

4.1 Stock Option Agreement, dated June 28, 1996 between Heritage
Bancshares, Inc., as issuer and SouthTrust Corporation, as grantee

</TABLE>

<PAGE> 1

EXHIBIT 2.1

AGREEMENT AND PLAN OF SHARE EXCHANGE

SOUTHTRUST OF FLORIDA, INC.

AND

HERITAGE BANCSHARES, INC.

JOINED IN BY

SOUTHTRUST CORPORATION
<PAGE> 2

ARTICLE I

THE SHARE EXCHANGE

<TABLE>
<S> <C> <C>
Section 1.1 Constituent Corporations; Consummation of Share Exchange;
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Effect of Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.3 Execution of Stock Option Agreement . . . . . . . . . . . . . . . . . . . 3

ARTICLE II

CONVERSION OF COMPANY SHARES

Section 2.1 Manner of Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.2 Company Stock Options and Warrants . . . . . . . . . . . . . . . . . . . 4
Section 2.3 Effectuating Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.4 Laws of Escheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.3 Financial Statements; Filings . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.4 Loan Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.5 Certain Loans and Related Matters . . . . . . . . . . . . . . . . . . . . 9
Section 3.6 Authority; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.7 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.8 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.9 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . 11
Section 3.10 Legal Proceedings; Etc . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.11 Taxes and Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.13 Title and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.14 Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.15 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.16 Commitments and Contracts . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.17 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.18 Registration Obligations . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.19 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.20 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.21 Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.22 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.23 Transactions with Management . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.24 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C> <C>
Section 3.25 Deposit Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.26 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-FL

Section 4.1 Organization and Related Matters of SouthTrust . . . . . . . . . . . . . 19
Section 4.2 Organization and Related Matters of ST-FL . . . . . . . . . . . . . . . . 20
Section 4.3 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.4 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.6 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . 21
Section 4.7 Legal Proceedings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.9 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.10 Accounting, Tax, Regulatory Matters . . . . . . . . . . . . . . . . . . . 22
Section 4.11 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.12 No Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.13 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of the Company . . . . . . . . . . . . . . . . . 23
Section 5.2 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.3 Access to Properties; Personnel and Records . . . . . . . . . . . . . . . 25
Section 5.4 Approval of the Company Shareholders . . . . . . . . . . . . . . . . . . 26
Section 5.5 No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.6 Notice of Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.7 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.8 Environmental Audits . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.9 Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.10 Surveys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.11 Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.12 Exemption Under Anti-Takeover Statutes . . . . . . . . . . . . . . . . . 28
Section 5.13 Collateral Merger and Other Agreements . . . . . . . . . . . . . . . . . 28

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 6.2 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 6.3 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
</TABLE>

ii
<PAGE> 4

<TABLE>
<S> <C> <C>
Section 6.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 6.5 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

Section 7.1 Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 7.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 7.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 7.4 Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-FL

Section 8.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . 32
Section 8.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.6 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.7 Material Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.8 Matters Relating to Employment Agreements . . . . . . . . . . . . . . . . 33
Section 8.9 Acknowledgment of Option Cancellation . . . . . . . . . . . . . . . . . . 33
Section 8.10 Resignation of Officers and Directors . . . . . . . . . . . . . . . . . . 33
Section 8.11 Outstanding Shares of the Company . . . . . . . . . . . . . . . . . . . . 33
Section 8.12 Dissenters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.13 Certification of Claims . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF THE COMPANY

Section 9.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . 34
Section 9.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . 34
Section 9.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.5 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.6 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.3 Effect of Wrongful Termination. . . . . . . . . . . . . . . . . . . . . . 36
</TABLE>

iii
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<TABLE>
<S> <C> <C>
Section 10.4 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.5 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.6 Non-Survival of Representations and Warranties . . . . . . . . . . . . . 36

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 11.3 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.8 Persons Bound; No Assignment . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.9 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.11 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

iv
<PAGE> 6

AGREEMENT AND PLAN OF SHARE EXCHANGE
OF
SOUTHTRUST OF FLORIDA, INC.
AND
HERITAGE BANCSHARES, INC.
JOINED IN BY
SOUTHTRUST CORPORATION

This AGREEMENT AND PLAN OF SHARE EXCHANGE, dated as of the
28th day of June, 1996 (this "Agreement"), by and between SouthTrust of
Florida, Inc., a Florida corporation ("ST-FL"), and Heritage Bancshares, Inc.,
a Florida corporation ("the Company"), and joined in by SouthTrust Corporation,
a Delaware corporation ("SouthTrust").

WITNESSETH THAT:

WHEREAS, the Boards of Directors of ST-FL and the Company deem
it in the best interests of ST-FL and of the Company and of their respective
shareholders, that ST-FL and the Company engage in a share exchange pursuant to
this Agreement and ST-FL acquire, by operation of law, all of the outstanding
shares of capital stock of the Company (the "Share Exchange");

WHEREAS, the Boards of Directors of ST-FL and the Company have
approved this Agreement and have directed that this Agreement be submitted to
their respective shareholders for approval and adoption in accordance with the
laws of the State of Florida and the United States;

WHEREAS, SouthTrust, the sole shareholder of ST-FL, will
deliver, or cause to be delivered by ST-FL, to the shareholders of the Company
the consideration to be paid pursuant to the Share Exchange in accordance with
the terms of this Agreement;

WHEREAS, the Company owns all the issued and outstanding
capital stock of Heritage National Bank, N.A., a national banking association
("the Bank"); and

WHEREAS, following the Share Exchange, it is contemplated that
the Company will be merged with and into ST-FL and, thereafter, the Bank will
be merged with and into such banking affiliate of SouthTrust ("ST-Bank") as
SouthTrust may designate.

NOW, THEREFORE, in consideration of the premises and the
mutual covenants, representations, warranties and agreements herein contained,
the parties agree that all of the outstanding shares of capital stock of the
Company shall be acquired by ST-FL in a Share Exchange and that the terms and
conditions of the Share Exchange and the mode of carrying the Share Exchange
into effect shall be as hereinafter set forth.

1
<PAGE> 7

ARTICLE I

THE SHARE EXCHANGE

Section 1.1 Constituent Corporations; Consummation of Share
Exchange; Closing Date. (a) Subject to the provisions hereof, all of the
issued and outstanding shares of capital stock of the Company shall be acquired
by ST-FL (which has heretofore and shall hereinafter be referred to as the
"Share Exchange") pursuant to Sections 607.1102 through 607.1106 of the Florida
Business Corporation Act (the "FBCA"). The Share Exchange shall become
effective on the date and at the time on which the Share Exchange is deemed
effective by each of the Regulatory Authorities (as defined below) including
the Department of Banking and Finance of the State of Florida, and appropriate
Articles of Share Exchange are filed with the appropriate authorities (such
time is hereinafter referred to as the "Effective Time of the Share Exchange").
Subject to the terms and conditions hereof, the Effective Time of the Share
Exchange shall occur on the 10th business day following the later to occur of
(i) the effective date (including expiration of any applicable waiting period)
of the last required Consent (as defined below) of any Regulatory Authority
having authority over the transactions contemplated under this Agreement and
(ii) the date on which the shareholders of the Company, to the extent that
their approval is required by applicable law, approve the transactions
contemplated by this Agreement, or such other time as the parties may agree, or
such other date, following satisfaction of (i) and (ii), as the parties may
designate. As used in this Agreement, "Consent" shall mean a consent, approval
or authorization, waiver, clearance, exemption or similar affirmation by any
person pursuant to any contract, permit, law, regulation or order, and
"Regulatory Authorities" shall mean, collectively, the Federal Trade Commission
(the "FTC"), the United States Department of Justice (the "Justice
Department"), the Board of Governors of the Federal Reserve System (the "FRB"),
the Office of Thrift Supervision (including its predecessor, the Federal Home
Loan Bank Board) (the "OTS"), the Office of the Comptroller of the Currency
(the "OCC"), the Federal Deposit Insurance Corporation (the "FDIC"), and all
state regulatory agencies having jurisdiction over the parties, including the
Department of Banking and Finance of the State of Florida (the "Department"),
the National Association of Securities Dealers, Inc., all national securities
exchanges and the Securities and Exchange Commission (the "SEC").

(b) The closing of the Share Exchange (the
"Closing") shall take place at the principal offices of the Company at 10:00
a.m. local time on the day that the Effective Time of the Share Exchange
occurs, or such other date and time and place as the parties hereto may agree
(the "Closing Date"). Subject to the provisions of this Agreement, at the
Closing there shall be delivered to each of the parties hereto the opinions,
certificates and other documents and instruments required to be so delivered
pursuant to this Agreement.

(d) From and after the Effective Time of the
Share Exchange, until replaced pursuant to applicable laws, the directors of
the Company and the Bank shall be those persons designated in writing by
SouthTrust at or prior to the Effective Time of the Share Exchange and the
officers of the Company and the Bank shall be those persons designated in
writing by SouthTrust at or prior to the Effective Time of the Share Exchange.
The current officers and directors of the Company and the Bank who are not
designated by SouthTrust to serve as officers and directors of the Company and
the Bank after the Effective Time of the Share Exchange shall

2
<PAGE> 8

deliver their resignations as officers and directors of the Company and the
Bank to SouthTrust as of the Effective Time of the Share Exchange.

Section 1.2 Effect of Share Exchange. From and after the
Effective Time of the Share Exchange:

(a) All issued and outstanding shares of capital
stock of the Company, subject to the rights of dissent prescribed by law and in
accordance with Article II hereof, shall immediately, by operation of law, and
without any further conveyance or transfer, become the property of ST-FL.

(b) The business presently conducted by the
Company shall, subject to the actions of the Board of Directors and officers of
the Company, shall be conducted by the Company as a wholly-owned subsidiary of
ST-FL.

(c) The Company shall continue to have all the
rights, privileges, immunities and powers and shall be subject to all the
duties and liabilities of a corporation organized under the laws of Florida and
no right or obligation of the Company shall be affected or impaired by the
Share Exchange.

(d) The shareholders of the Company, as of the
Effective Time of the Share Exchange, shall have the rights set forth in
Article II hereof.

Section 1.3 Execution of Stock Option Agreement. Immediately
after the execution of this Agreement, and as a condition thereto, the Company
is executing and delivering to SouthTrust the Stock Option Agreement, which is
annexed hereto as Exhibit I.

ARTICLE II

CONVERSION OF COMPANY SHARES

Section 2.1 Manner of Conversion. Subject to the provisions
hereof, as of the Effective Time of the Share Exchange and by virtue of the
Share Exchange and without any further action on the part of the holder of any
shares of common stock of the Company, par value $1.00 ("the Company Shares"):

(a) All of the Company Shares which are held by the Company as
treasury stock, if any, shall be canceled and retired and no
consideration shall be paid or delivered in exchange therefor.

(b) Subject to the terms and conditions of this Agreement and
except with regard to Dissenting Company Shares (as
hereinafter defined), each Company Share outstanding
immediately prior to the Effective Time of the Share Exchange
shall be converted into the right to receive $22.65 in cash or
immediately available funds (the "Cash Consideration") and all
outstanding certificates representing the Company Shares shall
thereafter represent solely the right to receive the Cash
Consideration.

3
<PAGE> 9

(c) Each outstanding Company Share, the holder of which has
demanded and perfected his demand for payment of the "fair or
appraised" value of such share in accordance with Sections
607.1301 through 607.1320 of the FBCA (the "Dissent
Provisions"), and has not effectively withdrawn or lost his
right to such appraisal (the "Dissenting Company Shares"),
shall not be converted into the right to receive the Cash
Consideration payable in the Share Exchange but the holder
thereof shall be entitled only to such rights as are granted
by the Dissent Provisions. The Company shall give ST-FL
prompt notice upon receipt by the Company of any written
objection to the Share Exchange and any written demands for
payment of the fair or appraised value of the Company Shares,
and of withdrawals of such demands, and any other instruments
provided to the Company pursuant to the Dissent Provisions
(any shareholder duly making such demand being hereinafter
called a "Dissenting Shareholder"). Each Dissenting
Shareholder who becomes entitled, pursuant to the Dissent
Provisions, to payment of fair value for any Company Shares
held by such Dissenting Shareholder shall receive payment
therefor from the Company (but only after the amount thereof
shall have been agreed upon or at the times and in the amounts
required by the Dissent Provisions) and all of such Dissenting
Shareholder's Company Shares shall be canceled. The Company
shall not, except with the prior written consent of ST-FL,
voluntarily make any payment with respect to, or settle or
offer to settle, any demand for payment by any Dissenting
Shareholder. If any Dissenting Shareholder shall have failed
to perfect or shall have effectively withdrawn or lost such
right to demand payment of fair or appraised value, the
Company Shares held by such Dissenting Shareholder shall
thereupon be deemed to have been converted into the right to
receive the Cash Consideration to be paid in the Share
Exchange as provided by this Agreement.

Section 2.2 Company Stock Options and Warrants. As of the
Effective Time of the Share Exchange, all rights with respect to the Company
Shares issuable pursuant to the exercise of options, warrants or other rights
to purchase or acquire Company Shares (collectively, the "Company Options")
granted by the Company pursuant to stock option plans or other agreements of
the Company (the "Company Option Arrangements"), which Company Options as of
the date hereof are listed and described in Disclosure Schedule 2.2 hereof and
which Company Options are outstanding at the Effective Time of the Share
Exchange, whether or not such Company Options are then exercisable, shall be
canceled, and each Company Share subject to such Company Options shall be
converted into the right to receive the difference between the Cash
Consideration and the exercise price applicable to each such Company Share.

Section 2.3 Effectuating Exchange. (a) As promptly as
practicable after the Effective Time of the Share Exchange, ST-FL shall send or
cause to be sent to each former holder of record of the Company Shares
transmittal materials (the "Letter of Transmittal") for use in exchanging their
certificates formerly representing the Company Shares for the Cash
Consideration provided for in

4
<PAGE> 10

this Agreement. As soon as practicable after receipt of properly completed
Letters of Transmittal, and stock certificates evidencing the Company Shares
held by the former holders of the Company Shares, ST-FL shall cause the
appropriate Cash Consideration to be paid to the former holders of the Company
Shares submitting such Letters of Transmittal. Amounts that would have been
payable to Dissenting Shareholders for the Company Shares but for the fact of
their dissent in accordance with the provisions of Section 2.1(d) hereof shall
be administered in accordance with the Dissent Provisions.

(b) At the Effective Time of the Share Exchange, the
stock transfer books of the Company shall be closed as to holders of the
Company Shares immediately prior to the Effective Time of the Share Exchange
and no transfer of the Company Shares by any such holder shall thereafter be
made or recognized and each outstanding certificate formerly representing the
Company Shares shall, without any action on the part of any holder thereof, no
longer represent the Company Shares. If, after the Effective Time of the Share
Exchange, certificates are properly presented to ST-FL, such certificates shall
be exchanged for the Cash Consideration contemplated by this Agreement into
which the Company Shares represented thereby were converted in the Share
Exchange.

(c) In the event that any holder of record as of the
Effective Time of the Share Exchange of the Company Shares is unable to deliver
the certificate which represents such holder's Company Shares, ST-FL, in the
absence of actual notice that any Company Shares theretofore represented by any
such certificate have been acquired by a bona fide purchaser, shall deliver to
such holder the Cash Consideration contemplated by this Agreement to which such
holder is entitled in accordance with the provisions of this Agreement upon the
presentation of all of the following:

(i) An affidavit or other evidence to the reasonable
satisfaction of ST-FL and/or the transfer agent of
ST-FL or SouthTrust that any such certificate has
been lost, wrongfully taken or destroyed;

(ii) Such security and indemnity as are requested by ST-FL
and/or the transfer agent of ST-FL or SouthTrust to
indemnify and hold ST-FL and its transfer agent
harmless; and

(iii) Evidence to the satisfaction of ST-FL and/or the
transfer agent of ST-FL or SouthTrust that such
holder is the owner of the Company Shares theretofore
represented by each certificate claimed by such
holder to be lost, wrongfully taken or destroyed and
that such holder is the person who would be entitled
to present each such certificate for exchange
pursuant to this Agreement.

(d) In the event that the delivery of the Cash
Consideration contemplated by this Agreement is to be made to a person other
than the person in whose name any certificate representing the Company Shares
surrendered is registered, such certificate so surrendered shall be properly
endorsed (or accompanied by an appropriate instrument of transfer), with the
signature(s) appropriately guaranteed, and otherwise in proper form for
transfer, and the person requesting such

5
<PAGE> 11

delivery shall pay any transfer or other taxes required by reason of the
delivery to a person other than the registered holder of such certificate
surrendered or establish to the satisfaction of ST-FL that such tax has been
paid or is not applicable.

(e) Until surrendered in accordance with the provisions
of this Section 2.2, each certificate representing the Company Shares shall
represent for all purposes the right to receive the Cash Consideration
contemplated by this Agreement and shall not represent the right to receive any
other consideration, including, but not limited to dividends of the Bank or,
interest with respect to such Cash Consideration.

Section 2.4 Laws of Escheat. If any of the consideration due to
be paid or delivered to the holders of the Company Shares is not paid or
delivered within the time period specified by any applicable laws concerning
abandoned property, escheat or similar laws, and if such failure to pay or
deliver such consideration occurs or arises out of the fact that such property
is not claimed by the proper owner thereof, ST-FL shall be entitled to dispose
of any such consideration or other payments in accordance with applicable laws
concerning abandoned property, escheat or similar laws. Any other provision of
this Agreement notwithstanding, none of the Company, SouthTrust, ST-FL, the
Bank, ST-Bank nor any other person acting on their behalf shall be liable to a
holder of the Company Shares for any amount paid or property delivered in good
faith to a public official pursuant to and in accordance with any applicable
abandoned property, escheat or similar law.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to SouthTrust and ST-FL as
follows as of the date hereof and as of all times up to and including the
Effective Time of the Share Exchange (except as otherwise provided):

Section 3.1 Corporate Organization. (a) The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Florida. The Company has the corporate power and
authority to own or lease all of its properties and assets and to carry on its
business as such business is now being conducted, and the Company is duly
licensed or qualified to do business in all jurisdictions where the nature of
the business conducted by it or the character or location of the properties and
assets owned or leased by it make such qualification necessary, except where
the failure to be so licensed or qualified would not have a material adverse
effect on the business, assets, operations, financial condition or results of
operations (such business, assets, operations, financial condition or results
of operations hereinafter collectively referred to as the "Condition") of the
Company on a consolidated basis. The Company is duly registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended. True
and correct copies of the Articles or Certificate of Incorporation and the
Bylaws of the Company, each as amended to the date hereof, have been delivered
to SouthTrust.

(b) The Bank is a national banking association organized,
validly existing and in good standing under the laws of the United States. The
Bank has the corporate power and authority to own or lease all of its
properties and assets and to carry on its business as such business

6
<PAGE> 12

is now being conducted, and the Bank is duly licensed or qualified to do
business in each jurisdiction in which the nature of the business conducted by
it or the character or location of the properties and assets owned or leased by
it makes such licensing or qualification necessary, except where the failure to
be so licensed or qualified would not have a material adverse effect on the
Condition of the Bank. True and correct copies of the Articles of Association
and Bylaws of the Bank, as amended to the date hereof, have been delivered to
SouthTrust.

(c) Each of the Company, the Bank and their respective
subsidiaries has in effect all federal, state, local and foreign governmental,
regulatory and other authorizations, permits and licenses necessary for each of
them to own or lease its properties and assets and to carry on its business as
now conducted, the absence of which, either individually or in the aggregate,
would have a material adverse effect on the Condition of the Company on a
consolidated basis.

(d) Except for the Bank, the Company does not own any
capital stock of any subsidiary, and the Bank does not own any capital stock of
any subsidiary; the Company and the Bank do not have any interest in any
partnership or joint venture. For purposes of this Agreement, a "subsidiary"
means any corporation or other entity of which the party referred to
beneficially owns, controls, or has the power to vote, directly or indirectly,
more than 5% of the outstanding equity securities.

(e) The minute books of the Company, the Bank and any of
their subsidiaries contain complete and accurate records in all material
respects of all meetings and other corporate actions held or taken by their
respective shareholders and Boards of Directors (including all committees
thereof).

Section 3.2 Capitalization. (a) The authorized capital stock of
the Company consists of 10,000,000 shares of common stock, par value $1.00 per
share (hereinbefore and hereinafter referred to as "Company Shares"), 543,972
shares of which as of the date hereof are issued and outstanding (none of which
is held in the treasury of the Company). All of the issued and outstanding
Company Shares have been duly authorized and validly issued and all such shares
are fully paid and nonassessable. As of the date hereof, there are no
outstanding options, warrants, commitments, or other rights or instruments to
purchase or acquire any shares of capital stock of the Company, or any
securities or rights convertible into or exchangeable for shares of capital
stock of the Company, except for warrants, options or rights to purchase an
aggregate of 198,808 Company Shares (which are described in more detail in
Disclosure Schedule 2.2).

(b) The authorized capital stock of the Bank consists of
10,000,000 shares of common stock, par value $1.00 per share, 543,972 shares of
which as of the date hereof are issued and outstanding (none of which are held
in the treasury of the Bank). All of the issued and outstanding Bank Shares
have been duly authorized and validly issued and all such shares are fully paid
and nonassessable. As of the date hereof, there are no outstanding options,
warrants, commitments or other rights or instruments to purchase or acquire any
shares of capital stock of the Bank, or any securities or rights convertible
into or exchangeable for shares of capital stock of the Bank.

(c) Except as may be limited or required by applicable
laws relating to national banking associations, all of the issued and
outstanding shares of capital stock of the Bank:

(i) are owned by the Company; and

7
<PAGE> 13

(ii) are so owned free and clear of all liens and
encumbrances and adverse claims thereto.

Section 3.3 Financial Statements; Filings. (a) The Company
has previously delivered to SouthTrust and ST-FL copies of the consolidated
financial statements of the Company as of and for the years ended December 31,
1995, 1994 and 1993 and the consolidated financial statements of the Company as
of and for the period ended March 31, 1996, and the Company shall deliver to
SouthTrust and ST-FL, as soon as practicable following the preparation of
additional consolidated financial statements for each subsequent quarter (or
other reporting period) or year of the Company, the consolidated financial
statements of the Company as of and for such subsequent quarter (or other
reporting period) or year (such financial statements, unless otherwise
indicated, being hereinafter referred to collectively as the "Financial
Statements of the Company").

(b) The Bank has previously delivered to SouthTrust and
ST-FL copies of the financial statements of the Bank as of and for the year
ended December 31, 1995, 1994 and 1993 and the financial statements of the Bank
as of and for the period ended March 31, 1996, and the Bank shall deliver to
SouthTrust and ST-FL, as soon as practicable following the preparation of
additional financial statements for each subsequent quarter (or other reporting
period) or year of the Bank, the financial statements of the Bank as of and for
such subsequent quarter (or other reporting period) or year (such financial
statements, unless otherwise indicated, being hereinafter referred to
collectively as the "Financial Statements of the Bank").

(c) The Bank has previously delivered to SouthTrust and
ST-FL copies of the Call Reports of the Bank as of and for the years ended
December 31, 1995, 1994 and 1993 and the Call Reports of the Bank as of and for
the period ended March 31, 1996, and the Bank shall deliver to SouthTrust and
ST-FL, as soon as practicable following the preparation of additional Call
Reports for each subsequent calendar quarter (or other reporting period) or
year of the Bank, the Call Reports of the Bank as of and for each such
subsequent calendar quarter (or other reporting period) or year (such Call
Reports, unless otherwise indicated, being hereinafter referred to collectively
as the "Call Reports of the Bank").

(d) Each of the Financial Statements of the Company, each
of the Financial Statements of the Bank, and each of the Call Reports of the
Bank (including the related notes, where applicable) have been or will be
prepared in all material respects in accordance with generally accepted
accounting principles or regulatory accounting principles, whichever is
applicable, which principles have been or will be consistently applied during
the periods involved, except as otherwise noted therein, and the books and
records of the Company and the Bank have been, are being, and will be
maintained in all material respects in accordance with applicable legal and
accounting requirements and reflect only actual transactions. Each of the
Financial Statements of the Company, each of the Financial Statements of the
Bank, and each of the Call Reports of the Bank (including the related notes,
where applicable) fairly present or will fairly present the financial position
of the Company on a consolidated basis and the financial position of the Bank
(as the case may be) as of the respective dates thereof and fairly present or
will fairly present the results of operations of the Company on a consolidated
basis and the results of operations of the Bank (as the case may be) for the
respective periods therein set forth.

(e) To the extent not prohibited by law, the Company has
heretofore delivered or made available, or caused to be delivered or made
available, to SouthTrust and ST-FL all reports and filings made or required to
be made by the Company, the Bank or any of their subsidiaries with

8
<PAGE> 14

the Regulatory Authorities, and will from time to time hereafter furnish, or
cause the Bank to furnish to SouthTrust and ST-FL, upon filing or furnishing
the same to the Regulatory Authorities, all such reports and filings made after
the date hereof with the Regulatory Authorities. As of the respective dates of
such reports and filings, all such reports and filings did not and shall not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

(f) Since December 31, 1995, none of the Company, the
Bank or any of their subsidiaries has incurred any obligation or liability
(contingent or otherwise) that has or might reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the Condition of
the Company on a consolidated basis, except obligations and liabilities (i)
which are accrued or reserved against in the Financial Statements of the
Company, the Financial Statements of the Bank or the Call Reports of the Bank,
or reflected in the notes thereto, or (ii) which were incurred after December
31, 1995 in the ordinary course of business consistent with past practices.
Since December 31, 1995, neither the Company nor the Bank have incurred or paid
any obligation or liability which would be material to the Condition of the
Company on a consolidated basis, except as may have been incurred or paid in
the ordinary course of business, consistent with past practices.

Section 3.4 Loan Portfolio. Except as set forth in Disclosure
Schedule 3.4, (i) all evidences of indebtedness in original principal amount in
excess of $15,000.00 reflected as assets in the Financial Statements of the
Company, the Financial Statements of the Bank and the Call Reports of the Bank
as of and for the year ended December 31, 1995 and the period ended March 31,
1996 were as of such dates in all respects the binding obligations of the
respective obligors named therein in accordance with their respective terms,
(ii) the allowances for possible loan losses shown on the Financial Statements
of the Company, the Financial Statements of the Bank and the Call Reports of
the Bank as of and for the year ended December 31, 1995 and the period ended
March 31, 1996 were, and the allowance for possible loan losses to be shown on
the Financial Statements of the Company, the Financial Statements of the Bank
and the Call Reports of the Bank as of any date subsequent to the execution of
this Agreement will be, as of such dates, adequate to provide for possible
losses, net of recoveries relating to loans previously charged off, in respect
of loans outstanding (including accrued interest receivable) of the Company and
the Bank and other extensions of credit (including letters of credit or
commitments to make loans or extend credit), and (iii) each such allowance
described in (ii) above has been established in accordance with the accounting
principles described in Section 3.3(d).

Section 3.5 Certain Loans and Related Matters. Except as set
forth in Disclosure Schedule 3.5, none of the Company, the Bank or any of their
respective subsidiaries are parties to any written or oral: (i) loan agreement,
note or borrowing arrangement, other than credit card loans and other loans the
unpaid balance of which does not exceed $15,000.00 per loan, under the terms of
which the obligor is sixty (60) days delinquent in payment of principal or
interest or, to the knowledge of the Company or the Bank, in default of any
other provision as of the date hereof; (ii) loan agreement, note or borrowing
arrangement which has been classified or, in the exercise of reasonable
diligence by the Company, the Bank, their respective subsidiaries or any
Regulatory Authority, should have been classified as "substandard," "doubtful,"
"loss," "other loans especially mentioned", "other assets especially mentioned"
or any comparable classifications by such persons; (iii) loan agreement, note
or borrowing arrangement, including any loan guaranty, with any director or
executive officer of the Company, the Bank or any of their respective
subsidiaries or any ten

9
<PAGE> 15

percent (10%) shareholder of the Company, or any person, corporation or
enterprise controlling, controlled by or under common control with any of the
foregoing; or (iv) loan agreement, note or borrowing arrangement, to the
knowledge of the Company or the Bank, in violation of any law, regulation or
rule applicable to the Company, the Bank or any of their respective
subsidiaries including, but not limited to, those promulgated, interpreted or
enforced by any of the Regulatory Authorities, and which violation could have a
material adverse effect on the Condition of the Company on a consolidated
basis. As of the date of any Financial Statement of the Company, any Financial
Statement of the Bank and any Call Report of the Bank subsequent to the
execution of this Agreement, including the date of the Financial Statements of
the Company, the Financial Statements of the Bank, and the Call Reports of the
Bank that immediately precede the Effective Time of the Share Exchange, there
shall not have been any material increase in the loan agreements, notes or
borrowing arrangements described in (i) through (iv) above and Disclosure
Schedule 3.5.

Section 3.6 Authority; No Violation. (a) The Company has full
corporate power and authority to execute and deliver this Agreement and,
subject to the approval of the shareholders of the Company and to the receipt
of the Consents of the Regulatory Authorities, to consummate the transactions
contemplated hereby. The Board of Directors of the Company has duly and
validly approved this Agreement and the transactions contemplated hereby, has
authorized the execution and delivery of this Agreement, has directed that this
Agreement and the transactions contemplated hereby be submitted to the
Company's shareholders for approval at a meeting of such shareholders and,
except for the adoption of such Agreement by its shareholders, no other
corporate proceedings on the part of the Company are necessary to consummate
the transactions so contemplated. This Agreement, when duly and validly
executed by the Company and delivered by the Company, will constitute a valid
and binding obligation of the Company, and will be enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors rights generally and except
that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding may be brought.

(b) Neither the execution and delivery of this Agreement
by the Company nor the consummation by the Company of the transactions
contemplated hereby, nor compliance by the Company with any of the terms or
provisions hereof, will (i) violate any provision of the Articles or
Certificate of Incorporation or Bylaws of the Company or the Articles of
Association or Bylaws of the Bank, (ii) to the Company's and the Bank's
knowledge and assuming that any necessary Consents are duly obtained, (A)
violate, conflict with, result in a breach of any provisions of, constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, result in the termination of, accelerate the
performance required by or result in the creation of any lien, security
interest, charge or other encumbrance upon any of the properties or assets of
the Company or the Bank or any of their respective subsidiaries under, any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
deed of trust, license, permit, lease, agreement or other instrument or
obligation to which the Company or the Bank or any of their respective
subsidiaries is a party, or by which any of them or any of their respective
properties or assets may be bound or affected, (B) violate any statute, code,
ordinance, rule, regulation, judgment, order, writ, decree or injunction
applicable to the Company or the Bank or any of their respective subsidiaries
or any of their respective material properties or assets, except for (X) such
conflicts, breaches or defaults as are set forth in Disclosure Schedule 3.6(b);
and (Y) with respect to (B) and

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<PAGE> 16

(C) above, such as individually or in the aggregate will not have a material
adverse effect on the Condition of the Company on a consolidated basis.

Section 3.7 Consents and Approvals. Except for (i) approval of
this Agreement by the shareholders of ST-FL and the Company; (ii) filing of
Articles or Certificate of Share Exchange with the State of Florida; and (iii)
as set forth in Disclosure Schedule 3.7, no Consents of any person are
necessary in connection with the execution and delivery by the Company of this
Agreement, and the consummation by the Company of the Share Exchange and the
other transactions contemplated hereby.

Section 3.8 Broker's Fees. None of the Company, the Bank or any
of their respective subsidiaries, nor any of their respective officers or
directors, has employed any broker or finder or incurred any liability for any
broker's fees, commissions or finder's fees in connection with any of the
transactions contemplated by this Agreement, except that the Company and the
Bank have engaged The Chicago Corporation and Community Bank and Thrift
Advisory Services, Inc. to act as its financial advisors and to render certain
other services in connection with the transactions contemplated by this
Agreement.

Section 3.9 Absence of Certain Changes or Events. Since December
31, 1995, there has not been (i) any declaration, payment or setting aside of
any dividend or distribution (whether in cash, stock or property) in respect of
the Company Shares or (ii) any change or any event involving a prospective
change in the Condition of the Company on a consolidated basis which has had,
or is reasonably likely to have, a material adverse effect on the Condition of
the Company on a consolidated basis or on the Company, the Bank or any of their
respective subsidiaries generally, including, without limitation any change in
the administration or supervisory standing or rating of the Company, the Bank
or any of their respective subsidiaries with any Regulatory Authority, and no
fact or condition exists as of the date hereof which might reasonably be
expected to cause any such event or change in the future.

Section 3.10 Legal Proceedings; Etc. Except as set forth in
Disclosure Schedule 3.10, none of the Company, the Bank or any of their
respective subsidiaries is a party to any, and there are no pending or, to the
knowledge of the Company, the Bank and their respective subsidiaries,
threatened, judicial, administrative, arbitral or other proceedings, claims,
actions, causes of action or governmental investigations against the Company,
the Bank or any of their respective subsidiaries challenging the validity of
the transactions contemplated by this Agreement and, to the knowledge of the
Company, the Bank and their respective subsidiaries as of the date hereof,
there is no material proceeding, claim, action or governmental investigation
against the Company, the Bank or any of their respective subsidiaries; no
judgment, decree, injunction, rule or order of any court, governmental
department, commission, agency, instrumentality or arbitrator is outstanding
against the Company, the Bank or any of their respective subsidiaries which has
a material adverse effect on the Condition of the Company on a consolidated
basis; there is no default by the Company, the Bank or any of their respective
subsidiaries under any material contract or agreement to which the Company, the
Bank or any of their respective subsidiaries is a party; and none of the
Company, the Bank or any of their respective subsidiaries is a party to any
agreement, order or memorandum in writing by or with any Regulatory Authority
restricting the operations of the Company, the Bank or any of their respective
subsidiaries and none of the Company, the Bank or any of their respective
subsidiaries has been advised by any Regulatory Authority that any such
Regulatory Authority is contemplating issuing or requesting the issuance of any
such order or memorandum in the future.

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<PAGE> 17

Section 3.11 Taxes and Tax Returns. (a) The Company has
previously delivered or made available to SouthTrust and ST-FL copies of the
federal income tax returns of the Company and, if consolidated returns do not
exist for all periods, of the Bank and each of their respective subsidiaries,
for the years December 31, 1995, 1994 and 1993 and all schedules and exhibits
thereto, and, to the knowledge of the Company, the Bank and their respective
subsidiaries, such returns have not been examined by the Internal Revenue
Service. Except as reflected in Disclosure Schedule 3.11, the Company, the
Bank and their respective subsidiaries have duly filed in correct form all
federal, state and local information returns and tax returns required to be
filed by either of them on or prior to the date hereof, and the Company, the
Bank and their respective subsidiaries have duly paid or made adequate
provisions for the payment of all taxes and other governmental charges which
have been incurred or are due or claimed to be due from either of them by any
federal, state or local taxing authorities (including, without limitation,
those due in respect of the properties, income, business, capital stock,
deposits, franchises, licenses, sales and payrolls of the Company, the Bank and
their respective subsidiaries) other than taxes and other charges which (i)(A)
are not yet delinquent or (B) are being contested in good faith or (ii) have
not been finally determined. The amounts set forth as liabilities for taxes on
the Financial Statements of the Company, the Financial Statements of the Bank
and the Call Reports of the Bank are sufficient, in the aggregate, for the
payment of all unpaid federal, state and local taxes (including any interest or
penalties thereon), whether or not disputed, accrued or applicable, for the
periods then ended, and have been computed in accordance with generally
accepted accounting principles. Neither the Company nor any of its
subsidiaries is responsible for the taxes of any other person other than the
Company and its subsidiaries, under treasury Regulation 1.1502-6 or any similar
provision of federal, state or foreign law.

(b) (i) Proper and accurate amounts have been withheld by
the Company, the Bank and their respective subsidiaries from their employees
and, to the knowledge of the Company and the Bank, from others for all prior
periods in compliance in all material respects with the tax withholding
provisions of all applicable federal, state and local laws and regulations, and
proper due diligence steps have been taken in connection with back-up
withholding, (ii) federal, state and local returns have been filed by the
Company, the Bank and their respective subsidiaries for all periods for which
returns were due with respect to income tax withholding, Social Security and
unemployment taxes and (iii) the amounts shown on such returns to be due and
payable have been paid in full or adequate provision therefor has been included
by either the Company or the Bank in the Financial Statements of the Company or
the Financial Statements of the Bank, as the case may be.

Section 3.12 Employee Benefit Plans. (a) None of the Company, the
Bank or any of their respective subsidiaries has or maintains any "employee
benefit plan," as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), except as described in Disclosure
Schedule 3.12(a).

(b) None of the Company, the Bank or any of their
respective subsidiaries (or any pension plan maintained by either of them) has
incurred any liability to the Pension Benefit Guaranty Corporation ("PBGC") or
the Internal Revenue Service with respect to any pension plan qualified under
Section 401 of the Code, except liabilities to the PBGC pursuant to Section
4007 of ERISA, all which have been fully paid. No reportable event under
Section 4043(b) of ERISA (including events waived by PBGC regulation) has
occurred with respect to any such pension plan.

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<PAGE> 18

(c) None of the Company, the Bank or any of their
respective subsidiaries has incurred any material liability under Section 4201
of ERISA for a complete or partial withdrawal from, or agreed to participate
in, any multi-employer plan as such term is defined in Section 3(37) of ERISA.

(d) All "employee benefit plans," as defined in Section
3(3) of ERISA, that are maintained by the Company, the Bank and their
respective subsidiaries comply, in all material respects with ERISA. None of
the Company, the Bank or any of their respective subsidiaries has any material
liability under any such plan that is not reflected in the Financial Statements
of the Company or the Call Reports of the Bank.

(e) No prohibited transaction (which shall mean any
transaction prohibited by Section 406 of ERISA and not exempt under Section 408
of ERISA) has occurred with respect to any employee benefit plan maintained by
the Company, the Bank or any of their respective subsidiaries (i) which would
result in the imposition, directly or indirectly, of a material excise tax
under Section 4975 of the Code or a material civil penalty under Section 502(i)
of ERISA, or (ii) the correction of which would have a material adverse effect
on the Condition of the Company, the Bank or any of their respective
subsidiaries; and, to the best knowledge of the Company, the Bank and their
respective subsidiaries no actions have occurred which could result in the
imposition of a penalty under any section or provision of ERISA.

(f) No employee benefit plan which is a defined benefit
pension plan has any "unfunded current liability," as that term is defined in
Section 302(d)(8)(A) of ERISA, and the present fair market value of the assets
of any such plan exceeds the plan's "benefit liabilities," as that term is
defined in Section 4001(a)(16) of ERISA, when determined under actuarial
factors that would apply if the plan terminated in accordance with all
applicable legal requirements.

(g) Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (i) result in
any material payment (including, without limitation, severance, unemployment
compensation, golden parachute or otherwise) becoming due to any director or
any officer or employee of the Company, the Bank or any of their respective
subsidiaries under any benefit plan or otherwise, (ii) materially increase any
benefits otherwise payable under any benefit plan or (iii) result in any
acceleration of the time of payment or vesting of any such benefits to any
material extent, except as set forth in Disclosure Schedule 3.12(g).

Section 3.13 Title and Related Matters. (a) Except as set forth
in Disclosure Schedule 3.13(a), the Company, the Bank and their respective
subsidiaries have good title, and as to owned real property, have good and
marketable title in fee simple absolute, to all assets and properties, real or
personal, tangible or intangible, reflected as owned by or leased or subleased
by or carried under the name of either of them on the Financial Statements of
the Company, the Financial Statements of the Bank, or the Call Reports of the
Bank or acquired subsequent thereto (except to the extent that such assets and
properties have been disposed of for fair value in the ordinary course of
business since December 31, 1995, free and clear of all liens, encumbrances,
mortgages, security interests, restrictions, pledges or claims, except for (i)
those liens, encumbrances, mortgages, security interests, restrictions, pledges
or claims reflected in the Financial Statements of the Company, the Financial
Statements of the Bank, and the Call Reports of the Bank or incurred in the
ordinary course of business after December 31, 1995, (ii) statutory liens for
amounts not yet delinquent or which are being contested in good faith, and
(iii) liens, encumbrances, mortgages, security interests,

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<PAGE> 19

pledges, claims and title imperfections that are not in the aggregate material
to the Condition of the Company on a consolidated basis.

(b) All agreements pursuant to which the Company, the
Bank or any of their respective subsidiaries leases, subleases or licenses
material real or material personal properties from others are valid, binding
and enforceable in accordance with their respective terms, and there is not,
under any of such leases or licenses, any existing default or event of default,
or any event which with notice or lapse of time, or both, would constitute a
default or force majeure, or provide the basis for any other claim of excusable
delay or nonperformance, except for defaults which individually or in the
aggregate would not have a material adverse effect on the Condition of the
Company on a consolidated basis.

(c) Other than real estate owned, acquired by foreclosure
or voluntary deed in lieu of foreclosure (i) all of the buildings, structures
and fixtures owned, leased or subleased by the Company, the Bank and their
respective subsidiaries are in good operating condition and repair, subject
only to ordinary wear and tear and/or minor defects which do not interfere with
the continued use thereof in the conduct of normal operations, and (ii) all of
the material personal properties owned, leased or subleased by the Company, the
Bank and their respective subsidiaries are in good operating condition and
repair, subject only to ordinary wear and tear and/or minor defects which do
not interfere with the continued use thereof in the conduct of normal
operations.

Section 3.14 Real Estate. (a) Disclosure Schedule 3.14(a)
identifies and sets forth a complete legal description for each parcel of real
estate or interest therein owned, leased or subleased by the Company, the Bank
or any of their respective subsidiaries or in which the Company, the Bank or
any of their respective subsidiaries has any ownership or leasehold interest.

(b) Disclosure Schedule 3.14(b) lists or otherwise describes
each and every written or oral lease or sublease under which the Company, the
Bank or any of their respective subsidiaries is the lessee of any real property
and which relates in any manner to the operation of the businesses of the
Company, the Bank or any of their respective subsidiaries. All rentals due
under such leases have been paid and there exists no material default under the
terms of any lease and no event has occurred which, upon the passage of time or
giving of notice, or both, would result in any event of default or prevent the
Company, the Bank or any of their respective subsidiaries, as appropriate, from
exercising and obtaining the benefits of any options or other rights contained
therein, except for defaults which individually or in the aggregate would not
have a material adverse effect on the Condition of the Company on a
consolidated basis. Except as set forth in Disclosure Schedule 3.14(b), the
Company, the Bank and their respective subsidiaries have all right, title and
interest as a lessee under the terms of each lease or sublease, free and clear
of all liens, claims or encumbrances (other than the rights of the lessor), and
all such leases are valid and in full force and effect. the Company, the Bank
and their respective subsidiaries have the right under each such lease and
sublease to occupy, use, possess, and control all property leased or subleased
by the Company, the Bank and their respective subsidiaries and, as of the
Effective Time of the Share Exchange, shall have the right to transfer each
lease or sublease pursuant to this Agreement.

(c) To the knowledge of the Company and the Bank, none of
the Company, the Bank or any of their respective subsidiaries has violated, or
is currently in violation of, any law, regulation or ordinance relating to the
ownership or use of the real estate and real estate interests described in
Disclosure Schedules 3.14(a) and 3.14(b) including, but not limited to any law,
regulation or ordinance relating to zoning, building, occupancy or comparable
matter which

14
<PAGE> 20

individually or in the aggregate would have a material adverse effect on the
Condition of the Company on a consolidated basis.

(d) As to each parcel of real property owned or used by
the Company, the Bank or any of their respective subsidiaries, none of the
Company, the Bank or any of their respective subsidiaries has received notice
of any pending or, to the knowledge of the Company, the Bank and their
respective subsidiaries threatened condemnation proceedings, litigation
proceedings or mechanics or materialmen's liens.

Section 3.15 Environmental Matters.

(a) Each of the Company, the Bank, their respective
subsidiaries and the Participation Facilities (as defined below), are, and have
been, in compliance with all applicable laws, rules, regulations, standards and
requirements of the United States Environmental Protection Agency and all state
and local agencies with jurisdiction over pollution or protection of the
environment, except for violations which, individually or in the aggregate,
will not have a material adverse effect on the Condition of the Company on a
consolidated basis.

(b) There is no litigation pending or, to the knowledge
of the Company, the Bank and their respective subsidiaries, threatened before
any court, governmental agency or board or other forum in which the Company,
the Bank or any of their respective subsidiaries or any Participation Facility
has been or, with respect to threatened litigation, may be, named as defendant
(i) for alleged noncompliance (including by any predecessor), with any
Environmental Law (as defined below) or (ii) relating to the release into the
environment of any Hazardous Material (as defined below) or oil, whether or not
occurring or on a site owned, leased or operated by the Company, the Bank or
any of their respective subsidiaries or any Participation Facility, except for
such litigation pending or threatened that will not, individually or in the
aggregate, have a material adverse effect on the Condition of the Company on a
consolidated basis.

(c) To the knowledge of the Company, the Bank and their
respective subsidiaries, there is no reasonable basis for any litigation of a
type described in Sections 3.15(b) or 3.15(c) of this Agreement, except as will
not have, individually or in the aggregate, a material adverse effect on the
Condition of the Company on a consolidated basis.

(d) During the period of (i) ownership or operation by
the Company, the Bank or any of their respective subsidiaries of any of their
respective current properties or (ii) participation by the Company, the Bank or
any of their respective subsidiaries in the management of any Participation
Facility, there have been no releases of Hazardous Material or oil in, on,
under or affecting such properties, except where such releases have not and
will not, individually or in the aggregate, have a material adverse effect on
the Condition of the Company on a consolidated basis.

(e) Prior to the period of (i) ownership or operation by
the Company, the Bank or any of their respective subsidiaries of any of their
respective current properties or (ii) participation by the Company, the Bank or
any of their respective subsidiaries in the management of any Participation
Facility, to the knowledge of the Company, the Bank and their respective
subsidiaries, there were no releases of Hazardous Material or oil in, on, under
or affecting any such property, Participation Facility or Loan Property, except
where such releases have not and will not, individually or in the aggregate,
have a material adverse effect on the Condition of the Company on a
consolidated basis.

15
<PAGE> 21

(f) "Environmental Law" means any federal, state, local
or foreign law, statute, ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, order, judgment, decree, injunction or
agreement with any regulatory agency relating to (i) the protection,
preservation or restoration of the environment (including, without limitation,
air, water vapor, surface water, groundwater, drinking water supply, surface
soil, subsurface soil, plant and animal life or any other natural resource),
and/or (ii) the use, storage, recycling, treatment, generation, transportation,
processing, handling, labeling, production, release or disposal of any
substance presently listed, defined, designated or classified as hazardous,
toxic, radioactive or dangerous, or otherwise regulated, whether by type or by
substance as a component; "Hazardous Material" means any pollutant,
contaminant, or hazardous substance within the meaning of the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section
9601 et seq., or any similar federal, state or local law; "Participation
Facility" means any facility in which the Company, the Bank or any of their
respective subsidiaries has engaged in Participation in the Management of such
facility, but only with respect to such facility; and "Participation in the
Management" of a Participation Facility has the meaning set forth in 40 C.F.R.
Section 300.1100(c).

Section 3.16 Commitments and Contracts. Except as set forth in
Disclosure Schedule 3.16, none of the Company, the Bank or any of their
respective subsidiaries is a party or subject to any of the following (whether
written or oral, express or implied):

(a) Any employment contract or understanding (including
any understandings or obligations with respect to severance or termination pay
liabilities or fringe benefits) with any present or former officer, director,
employee, including in any such person's capacity as a consultant (other than
those which either are terminable at will without any further amount being
payable thereunder or as a result of such termination by the Company, the Bank
or any of their respective subsidiaries);

(b) Any labor contract or agreement with any labor union;

(c) Any contract covenants which limit the ability of the
Company, the Bank or any of their respective subsidiaries to compete in any
line of business or which involve any restriction of the geographical area in
which the Company, the Bank or any of their respective subsidiaries may carry
on its business (other than as may be required by law or applicable regulatory
authorities);

(d) Any lease (other than real estate leases described on
Disclosure Schedule 3.14(b)) or other agreements or contracts with annual
payments aggregating $5,000 or more; or

(e) Any other contract or agreement which would be
required to be disclosed in reports filed by the Company with the SEC or the
FRB and which has not been so disclosed.

Section 3.17 Regulatory Matters. None of the Company, the Bank or
any of their respective subsidiaries has agreed to take any action or has any
knowledge of any fact or has agreed to any circumstance that would materially
impede or delay receipt of any Consents of any Regulatory Authorities referred
to in this Agreement including, matters relating to the Community Reinvestment
Act and protests thereunder.

Section 3.18 Registration Obligations. None of the Company, the
Bank or any of their respective subsidiaries is under any obligation,
contingent or otherwise, which will survive the Share

16
<PAGE> 22

Exchange to register any of its securities under the Securities Act of 1933 or
any state securities laws.

Section 3.19 State Takeover Laws. This Agreement and the
transactions contemplated hereby are not subject to or restricted by any
applicable state anti-takeover statute.

Section 3.20 Insurance. Disclosure Schedule 3.20 sets forth a
description of the policies of fire, theft, liability and other insurance
(including fidelity bonds) maintained with respect to the assets or businesses
of the Company, the Bank and their respective subsidiaries as of the date
hereof, including, without limitation, the names of the insurance carriers, the
effective dates of such policies and the coverage of such policies. Such
policies of insurance are in full force and effect as of the date hereof and no
event has occurred which constitutes an event of default thereunder or which,
with the passage of time or the giving of notice, or both, would constitute an
event of default thereunder or provide the basis for any other claim of
excusable delay or non-performance by the insurance carrier thereunder. Except
as set forth in Disclosure Schedule 3.20, there are as of the date hereof no
claims pending, or to the knowledge of the Company and the Bank and their
respective subsidiaries, threatened with respect to such policies of insurance.

Section 3.21 Labor. No work stoppage involving the Company, the
Bank or any of their respective subsidiaries is pending as of the date hereof
or, to the knowledge of the Company, the Bank and their respective
subsidiaries, threatened. None of the Company, the Bank or any of their
respective subsidiaries is involved in, or, to the knowledge of the Company,
the Bank and their respective subsidiaries, threatened with or affected by, any
proceeding asserting that the Company, the Bank or any of their respective
subsidiaries has committed an unfair labor practice or any labor dispute,
arbitration, lawsuit or administrative proceeding which might reasonably be
expected to have a material adverse effect on the Condition of the Company on a
consolidated basis. No union represents or claims to represent any employees
of the Company, the Bank or any of their respective subsidiaries, and, to the
knowledge of the Company, the Bank and their respective subsidiaries, no labor
union is attempting to organize employees of the Company, the Bank or any of
their respective subsidiaries.

Section 3.22 Compliance with Laws. Each of the Company, the Bank
and their respective subsidiaries has conducted its business in accordance with
all applicable federal, foreign, state and local laws, regulations and orders,
and each is in compliance with such laws, regulations and orders, except for
such violations or non-compliance, which when taken together as a whole, will
not have a material adverse effect on the Condition of the Company on a
consolidated basis. Except as disclosed in Disclosure Schedule 3.22, and to
the knowledge of the Company and the Bank, none of the Company, the Bank or any
of their respective subsidiaries:

(a) Is in violation of any laws, orders or permits
applicable to its business or the employees or agents
or representatives conducting its business, except
for violations which individually or in the aggregate
do not have and will not have a material adverse
effect on the Condition of the Company on a
consolidated basis; and

(b) Has received a notification or communication from any
agency or department of federal, state or local
government or the Regulatory Authorities or the staff
thereof (i) asserting that the Company, the Bank or
any of their respective subsidiaries is not in
compliance with any laws or orders which such

17
<PAGE> 23

governmental authority or Regulatory Authority
enforces, where such noncompliance is reasonably
likely to have a material adverse effect on the
Condition of the Company on a consolidated basis,
(ii) threatening to revoke any permit, the revocation
of which is not reasonably likely to have a material
adverse effect on the Condition of the Company on a
consolidated basis, (iii) requiring the Company, the
Bank or any of their respective subsidiaries to enter
into any cease and desist order, formal agreement,
commitment or memorandum of understanding, or to
adopt any resolutions or similar undertakings, or
(iv) directing, restricting or limiting, or
purporting to direct, restrict or limit in any
manner, the operations of the Company, the Bank or
any of their respective subsidiaries, including,
without limitation, any restrictions on the payment
of dividends.

Section 3.23 Transactions with Management. Except for (a)
deposits, all of which are on terms and conditions comparable to those made
available to other customers of the Bank at the time such deposits were entered
into, (b) the agreements listed on Disclosure Schedule 3.16, and (c) the items
described on Disclosure Schedule 3.23, there are no contracts with or
commitments to present or former stockholders, directors, officers or employees
involving the expenditure of more than $1,000 as to any one individual,
including, with respect to any business directly or indirectly controlled by
any such person, or $5,000 for all such contracts for commitments in the
aggregate for all such individuals.

Section 3.24 Proxy Materials. None of the information relating to
the Company, the Bank or any of their respective subsidiaries to be included in
the Proxy Statement which is to be mailed to the shareholders of the Company in
connection with the solicitation of their approval of this Agreement will, at
the time such Proxy Statement is mailed or at the time of the meeting of
shareholders to which such Proxy Statement relates, be false or misleading with
respect to any material fact, or omit to state any material fact, necessary in
order to make a statement therein not false or misleading. The legal
responsibility for the contents of such Proxy Statement (other than information
supplied by SouthTrust concerning SouthTrust or any of its subsidiaries) shall
be and remain with the Company, the Bank and their respective subsidiaries.

Section 3.25 Deposit Insurance. The deposit accounts of the Bank
are insured by the Bank Insurance Fund in accordance with the provisions of the
Federal Deposit Insurance Act (the "Act"); the Bank has paid all regular
premiums and special assessments and filed all reports required under the Act.

Section 3.26 Untrue Statements and Omissions. No representation
or warranty contained in Article III of this Agreement or in the Disclosure
Schedules of the Company contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

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<PAGE> 24

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-FL

SouthTrust and ST-FL hereby represent and warrant to the Company as
follows as of the date hereof and also on the Effective Time of the Share
Exchange (except as otherwise provided):

Section 4.1 Organization and Related Matters of SouthTrust. (a)
SouthTrust is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. SouthTrust has the corporate
power and authority to own or lease all of its properties and assets and to
carry on its business as now conducted, or as proposed to be conducted pursuant
to this Agreement, and SouthTrust is licensed or qualified to do business in
each jurisdiction in which the nature of the business conducted by SouthTrust,
or the character or location of the properties and assets owned or leased by
SouthTrust makes such licensing or qualification necessary, except where the
failure to be so licensed or qualified (or steps necessary to cure such
failure) would not have a material adverse effect on the Condition of
SouthTrust on a consolidated basis. SouthTrust is duly registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended. True
and correct copies of the Restated Certificate of Incorporation of SouthTrust
and the Bylaws of SouthTrust, each as amended to the date hereof, have been
made available to the Company.

(b) SouthTrust has in effect all federal, state, local
and foreign governmental, regulatory and other authorizations, permits and
licenses necessary for it to own or lease its properties and assets and to
carry on its business as now conducted, the absence of which, either
individually or in the aggregate, would have a material adverse effect on the
Condition of SouthTrust on a consolidated basis.

(c) The minute books of SouthTrust contain complete and
accurate records in all material respects of all meetings and other corporate
actions held or taken by the shareholders and Boards of Directors of
SouthTrust.

Section 4.2 Organization and Related Matters of ST-FL. (a) ST-FL
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Florida. ST-FL has the corporate power and authority
to own or lease all of its properties and assets and to carry on its business
as now conducted, or as proposed to be conducted pursuant to this Agreement,
and ST-FL is licensed or qualified to do business in each jurisdiction which
the nature of the business conducted by ST-FL, or the character or location or
the properties and assets owned or leased by ST-FL make such licensing or
qualification necessary, except where the failure to be so licensed or
qualified (or steps necessary to cure such failure) would not have a material
adverse effect on the Condition of ST-FL on a consolidated basis. True and
correct copies of the Articles of Incorporation and Bylaws of ST-FL, as each
may be amended to the date hereof, will be made available to the Company.

(b) ST-FL, as of the Effective Time of the Share
Exchange, will have in effect all federal, state, local and foreign
governmental, regulatory or other authorizations, permits and licenses
necessary for it to own or lease its properties and assets and to carry on its
business as proposed to be conducted, the absence of which, either individually
or in the aggregate, would have a material adverse effect on the Condition of
ST-FL on a consolidated basis.

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<PAGE> 25

(c) As of the Effective Time of the Share Exchange, the
minute books of ST-FL will contain complete and accurate records in all
material respects of all meetings and other corporate actions held or taken by
the shareholders and Board of Directors of ST-FL.

Section 4.3 Capitalization. As of March 31, 1996, the authorized
capital stock of SouthTrust consisted of 200,000,000 shares of common stock,
par value $2.50 per share, 94,970,009 shares (which includes the rights
associated with such shares pursuant to that certain Rights Agreement dated as
of February 22, 1989 between SouthTrust and Chemical Mellon Shareholder
Services) of which are issued and outstanding (exclusive of any such shares
held in the treasury of SouthTrust as of the date hereof), and 5,000,000 shares
of preferred stock, par value $1.00 per share, none of which is issued and
outstanding as of the date hereof. All issued and outstanding shares of common
stock of SouthTrust have been duly authorized and validly issued, and all such
shares are fully paid and nonassessable.

Section 4.4 Authorization. The execution, delivery, and
performance of this Agreement, and the consummation of the transactions
contemplated hereby and in any related agreements, have been or, as of the
Effective Time of the Share Exchange, will have been duly authorized by the
Boards of Directors of SouthTrust and ST-FL, and no other corporate proceedings
on the part of SouthTrust or ST-FL are or will be necessary to authorize this
Agreement and the transactions contemplated hereby. This Agreement is the
valid and binding obligation of SouthTrust and ST-FL enforceable against each
in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
may be brought. Neither the execution, delivery or performance of this
Agreement nor the consummation of the transactions contemplated hereby will (i)
violate any provision of the Restated Certificate of Incorporation or Bylaws of
SouthTrust or the Articles or Certificate of Incorporation or Bylaws of ST-FL
or, (ii) to SouthTrust's knowledge and assuming that any necessary Consents are
duly obtained, (A) violate, conflict with, result in a breach of any provisions
of, constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, result in the termination of,
accelerate the performance required by or result in the creation of any lien,
security interest, charge or other encumbrance upon any of the properties or
assets of SouthTrust or ST-FL under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, deed of trust, license, permit, lease,
agreement or other instrument or obligation to which SouthTrust or ST-FL is a
party, or by which SouthTrust or ST-FL or any of their respective properties or
assets may be bound or affected, (B) violate any statute, code, ordinance,
rule, regulation, judgment, order, writ, decree or injunction applicable to
SouthTrust or ST-FL or any of their respective material properties or assets,
except for such conflicts, breaches or defaults as, individually or in the
aggregate, will not have a material adverse effect on the Condition of
SouthTrust on a consolidated basis.

Section 4.5 Financial Statements. (a) SouthTrust has made
available to the Company copies of the consolidated financial statements of
SouthTrust as of and for the years ended December 31, 1994 and 1995, and as of
and for the periods ended March 31, 1996 and SouthTrust will make available to
the Company, as soon as practicable following the preparation of additional
consolidated financial statements for each subsequent quarter or year of
SouthTrust, the consolidated financial statements of SouthTrust as of and for
such subsequent quarter or year (such consolidated

20
<PAGE> 26

financial statements, unless otherwise indicated, being hereinafter referred to
collectively as the "Financial Statements of SouthTrust").

(b) Each of the Financial Statements of SouthTrust
(including the related notes) have been or will be prepared in all material
respects in accordance with generally accepted accounting principles, which
principles have been or will be consistently applied during the periods
involved, except as otherwise noted therein, and the books and records of
SouthTrust have been, are being, and will be maintained in all material
respects in accordance with applicable legal and accounting requirements and
reflect only the actual transactions. Each of the Financial Statements of
SouthTrust (including the related notes) fairly presents or will fairly present
the consolidated financial position of SouthTrust as of the respective dates
thereof and fairly presents or will fairly present the results of operations of
SouthTrust for the respective periods therein set forth.

(c) Since December 31, 1995, SouthTrust has not incurred
any obligation or liability (contingent or otherwise) that has or might
reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the Condition of SouthTrust on a consolidated basis, except
obligations and liabilities (i) which are accrued or reserved against in the
Financial Statements of SouthTrust or reflected in the notes thereto, and (ii)
which were incurred after December 31, 1995 in the ordinary course of business
consistent with past practices. Since December 31, 1995 and except for the
matters described in (i) and (ii) above, SouthTrust has not incurred or paid
any obligation or liability which would be material to the Condition of
SouthTrust on a consolidated basis.

Section 4.6 Absence of Certain Changes or Events. Since December
31, 1995, there has not been any material adverse change in the Condition of
SouthTrust on a consolidated basis, and to the knowledge of SouthTrust, no fact
or condition exists which might reasonably be expected to cause such a material
adverse change in the future.

Section 4.7 Legal Proceedings, Etc. SouthTrust is not a party to
any, and there are no pending, or, to the knowledge of SouthTrust, threatened,
legal, administrative, arbitration or other proceedings, claims, actions,
causes of action or governmental investigations of any nature against
SouthTrust challenging the validity or propriety of the transactions
contemplated by this Agreement or which would be required to be reported by
SouthTrust pursuant to Item 103 of Regulation S-K promulgated by the SEC.

Section 4.8 Insurance. SouthTrust has in effect insurance
coverage with insurers which, in respect of amounts, premiums, types and risks
insured, constitutes reasonably adequate coverage against all risks customarily
insured against by institutions comparable in size and operation to SouthTrust.

Section 4.9 Consents and Approvals. Except for (i) the Consents
of the Regulatory Authorities; (ii) approval of this Agreement by the
respective shareholders of ST-FL and the Company; (iii) filing of Articles or
Certificate of Share Exchange with the State of Florida; and (iv) as previously
disclosed, no consents or approvals by, or filings or registrations with, any
third party or any public body, agency or authority are necessary in connection
with the execution and delivery by SouthTrust and ST-FL or, to the knowledge of
SouthTrust, by the Company of this Agreement, and the consummation of the Share
Exchange and the other transactions contemplated hereby.

Section 4.10 Accounting, Tax, Regulatory Matters. SouthTrust has
not agreed to take any action, has no knowledge of any fact and has not agreed
to any circumstance that would (i) prevent

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<PAGE> 27

the transactions contemplated hereby, including the Share Exchange, from
qualifying as a reorganization within the meaning of Section 368 of the Code,
or (ii) materially impede or delay receipt of any Consent from any Regulatory
Authority referred to in the Agreement.

Section 4.11 Proxy Materials. None of the information relating
solely to SouthTrust or any of its subsidiaries to be included or incorporated
by reference in the Proxy Statement which is to be mailed to the shareholders
of the Company in connection with the solicitation of their approval of this
Agreement will, at the time such Proxy Statement is mailed or at the time of
the meeting of shareholders of the Company to which such Proxy Statement
relates, be false or misleading with respect to any material fact, or omit to
state any material fact necessary in order to make a statement therein not
false or misleading. The legal responsibility for the contents of the
information supplied by SouthTrust and relating solely to SouthTrust which is
either included or incorporated by reference in the Proxy Statement shall be
and remain with SouthTrust.

Section 4.12 No Broker's or Finder's Fees. Neither SouthTrust nor
ST-FL or any of their subsidiaries, affiliates or employers has employed any
broker or finder or incurred any liability for any broker's fees, commissions
or finder's fees in connection with this Agreement or the consummation of any
of the transactions contemplated herein.

Section 4.13 Untrue Statements and Omissions. No representation
or warranty contained in Article IV of this Agreement or in the Disclosure
Schedules of SouthTrust or ST-FL contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of the Company. (a) During
the period from the date of this Agreement to the Effective Time of the Share
Exchange, the Company shall, and shall cause the Bank and each direct or
indirect subsidiary of the Company to, (i) conduct its business in the usual,
regular and ordinary course consistent with past practice and prudent banking
principles, (ii) use its best efforts to maintain and preserve intact its
business organization, employees, goodwill with customers and advantageous
business relationships and retain the services of its officers and key
employees, and (iii) except as required by law or regulation, take no action
which would adversely affect or delay the ability of the Company or SouthTrust
and ST-FL to obtain any Consent from any Regulatory Authorities or other
approvals required for the consummation of the transactions contemplated hereby
or to perform its covenants and agreements under this Agreement.

(b) During the period from the date of this Agreement to
the Effective Time of the Share Exchange, except as required by law or
regulation, the Company shall not, and it shall not permit the Bank or any of
their respective subsidiaries, without the prior written consent of SouthTrust,
to:

(i) change, delete or add any provision of or to the Articles of
Incorporation or Bylaws of the Company, the Bank or any of
their respective subsidiaries;

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<PAGE> 28

(ii) except for the issuance of the Company Shares pursuant to the
terms of the Company Options, change the number of shares of
the authorized, issued or outstanding capital stock of the
Company, including any issuance, purchase, redemption, split,
combination or reclassification thereof, or issue or grant any
option, warrant, call, commitment, subscription, right or
agreement to purchase relating to the authorized or issued
capital stock of the Company, declare, set aside or pay any
dividend or other distribution with respect to the outstanding
capital stock of the Company, provided, however, that if the
transactions contemplated by this Agreement are not
consummated prior to October 1, 1996, the Company may (to the
extent legally and contractually permitted to do so), but
shall not be obligated to, declare and pay cash dividends in
respect of the Company Shares at a rate not in excess of the
per share cash dividends declared and paid by the Company in
respect of the Company Shares for the year ended December 31,
1995, multiplied by 75%, and if the transactions contemplated
by this Agreement are not consummated prior to January 1,
1997, the Company may (to the extent legally and contractually
permitted to do so), but shall not be obligated to, declare
and pay cash dividends in respect of the Company Shares at a
rate which, when added to any previous cash dividend declared
and paid in respect of the Company Shares for the year ended
December 31, 1996, will not be in excess of the per share cash
dividend declared and paid by the Company in respect of the
Company Shares for the year ended December 31, 1995;

(iii) incur any material liabilities or material obligations (other
than deposit liabilities and short-term borrowings in the
ordinary course of business), whether directly or by way of
guaranty, including any obligation for borrowed money, or
whether evidenced by any note, bond, debenture, or similar
instrument, except in the ordinary course of business
consistent with past practice;

(iv) make any capital expenditures individually in excess of
$25,000, or in the aggregate in excess of $50,000 other than
pursuant to binding commitments existing on December 31, 1995
and disclosed in a Disclosure Schedule delivered pursuant to
Article III of this Agreement or in the annexed Disclosure
Schedule 5.1(b)(iv) and other than expenditures necessary to
maintain existing assets in good repair;

(v) sell, transfer, convey or otherwise dispose of any real
property (including "other real estate owned") or interest
therein having a book value in excess of or in exchange for
consideration in excess of $50,000;

(vi) pay any bonuses to any executive officer except pursuant to
the terms of an enforceable written employment agreement;
enter into any new, or amend in any respect any existing,
employment, consulting, non-

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<PAGE> 29

competition or independent contractor agreement with any
person; alter the terms of any existing incentive bonus or
commission plan; adopt any new or amend in any material
respect any existing employee benefit plan, except as may be
required by law; grant any general increase in compensation to
its employees as a class or to its officers except for
non-executive officers in the ordinary course of business and
consistent with past practices and policies or except in
accordance with the terms of an enforceable written agreement;
grant any material increases in fees or other increases in
compensation or in other benefits to any of its directors; or
effect any change in any material respect in retirement
benefits to any class of employees or officers, except as
required by law;

(vii) enter into or extend any agreement, lease or license relating
to real property, personal property, data processing or
bankcard functions relating to the Company, the Bank or any of
their respective subsidiaries that involves an individual
expenditure of $25,000 or an aggregate expenditure of $50,000;
or

(viii) acquire twenty percent (20%) or more of the assets or equity
securities of any person or acquire direct or indirect control
of any person, other than in connection with (A) any internal
reorganization or consolidation involving existing
subsidiaries of the Company or the Bank which has been
approved in advance in writing by SouthTrust, (B) foreclosures
in the ordinary course of business, (C) acquisitions of
control by a banking subsidiary in a fiduciary capacity or (D)
the creation of new subsidiaries organized to conduct and
continue activities otherwise permitted by this Agreement.

Section 5.2 Current Information. During the period from the date
of this Agreement to the Effective Time of the Share Exchange or the time of
termination or abandonment of this Agreement, the Company will cause one or
more of its designated representatives to confer on a regular and frequent
basis with representatives of SouthTrust and to report the general status of
the ongoing operations of the Company. The Company will promptly notify
SouthTrust of any material change in the normal course of business or the
operations or the properties of the Company, the Bank or any of their
respective subsidiaries, any governmental complaints, investigations or
hearings (or communications indicating that the same may be contemplated)
affecting the Company, the Bank or their respective subsidiaries, the
institution or the threat of material litigation, claims, threats or causes of
action involving the Company, the Bank or any of their respective subsidiaries,
and will keep SouthTrust fully informed of such events. The Company will
furnish to SouthTrust, promptly after the preparation and/or receipt by the
Company thereof, copies of its unaudited periodic financial statements and call
reports for the applicable periods then ended, and such financial statements
and call reports shall, upon delivery to SouthTrust, be treated, for purposes
of Section 3.3 hereof, as among the Financial Statements of the Company, the
Financial Statements of the Bank and the Call Reports of the Bank.

Section 5.3 Access to Properties; Personnel and Records. (a) So
long as this Agreement shall remain in effect, the Company, the Bank and their
respective subsidiaries, shall permit SouthTrust and ST-FL or their agents
full access, during normal business hours, to the properties

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<PAGE> 30

of the Company, the Bank and their respective subsidiaries, and shall disclose
and make available (together with the right to copy) to SouthTrust and ST-FL
and to its internal auditors, loan review officers, attorneys, accountants and
other representatives, all books, papers and records relating to the assets,
stock, properties, operations, obligations and liabilities of the Company, the
Bank or their respective subsidiaries, including all books of account
(including the general ledger), tax records, minute books of directors' and
shareholders' meetings, organizational documents, bylaws, contracts and
agreements, filings with any regulatory agency, examination reports,
correspondence with regulatory or taxing authorities, documents relating to
assets, titles, abstracts, appraisals, consultant's reports, plans affecting
employees, securities transfer records and stockholder lists, and any other
assets, business activities or prospects in which SouthTrust and ST-FL may have
a reasonable interest, and the Company, the Bank and their respective
subsidiaries shall use their reasonable best efforts to provide SouthTrust and
ST-FL and its representatives access to the work papers of the Company's, the
Bank's and their respective subsidiaries' accountants. The Company, the Bank
and their respective subsidiaries shall not be required to provide access to or
to disclose information where such access or disclosure would violate or
prejudice the rights of any customer, would contravene any law, rule,
regulation, order or judgment or would violate any confidentiality agreement;
provided that the Company, the Bank and their respective subsidiaries shall
cooperate with SouthTrust and ST-FL in seeking to obtain Consents from
appropriate parties under whose rights or authority access is otherwise
restricted. The foregoing rights granted to SouthTrust shall not, whether or
not and regardless of the extent to which the same are exercised, affect the
representations and warranties made in this Agreement by the Company, the Bank
or their respective subsidiaries.

(b) All information furnished by the parties hereto
pursuant to this Agreement shall be treated as the sole property of the party
providing such information until the consummation of the Share Exchange
contemplated hereby and, if such transaction shall not occur, the party
receiving the information shall return to the party which furnished such
information, all documents or other materials containing, reflecting or
referring to such information, shall use its best efforts to keep confidential
all such information, and shall not directly or indirectly use such information
for any competitive or other commercial purposes. The obligation to keep such
information confidential shall continue for two (2) years from the date the
proposed transactions are abandoned but shall not apply to (i) any information
which (A) the party receiving the information was already in possession of
prior to disclosure thereof by the party furnishing the information, (B) was
then available to the public, or (C) became available to the public through no
fault of the party receiving the information; or (ii) disclosures pursuant to a
legal requirement or in accordance with an order of a court of competent
jurisdiction or regulatory agency; provided that the party which is the subject
of any such legal requirement or order shall use its best efforts to give the
other party at least ten (10) business days prior notice thereof. Each party
hereto acknowledges and agrees that a breach of any of their respective
obligations under this Section 5.3 would cause the other irreparable harm for
which there is no adequate remedy at law, and that, accordingly, each is
entitled to injunctive and other equitable relief for the enforcement thereof
in addition to damages or any other relief available at law.

Section 5.4 Approval of the Company Shareholders. The Company
will take all steps necessary under applicable laws to call, give notice of,
convene and hold a meeting of its shareholders at such time as may be mutually
agreed to by the parties for the purpose of approving this Agreement and the
transactions contemplated hereby and for such other purposes consistent with
the complete performance of this Agreement as may be necessary or desirable.
Subject to

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<PAGE> 31

compliance with its fiduciary duties (as advised in writing by counsel), the
Board of Directors of the Company will recommend to its shareholders the
approval of this Agreement and the transactions contemplated hereby and the
Company will use its best efforts to obtain the necessary approvals by its
shareholders of this Agreement and the transactions contemplated hereby.

Section 5.5 No Other Bids. The Company, acting through any
director or officer or other agent shall not now, nor shall it knowingly permit
any of its subsidiaries to, nor shall it authorize or knowingly permit any
officer, director or employee of, or any investment banker, attorney,
accountant or other representative retained by the Company, the Bank or any of
their respective subsidiaries, to solicit or encourage, including by way of
furnishing information, any inquiries or the making of any proposal which may
reasonably be expected to lead to any takeover proposal with respect to the
Company, the Bank or any of their respective subsidiaries, except where the
failure to furnish such information or participate in such discussions or
negotiations would, as advised in writing by counsel, constitute a breach of
the fiduciary duties of the Board of Directors of the Company. Any action
taken by the Company, upon advice of its counsel, in accordance with the
preceding sentence, including the termination of this Agreement in connection
with the execution by the Company of a definitive agreement as a result of a
takeover proposal, shall not be deemed to be, or to result in, a breach of any
of the representations, warranties, covenants, agreements or restrictions of
the Company contained in this Agreement. The Company shall promptly advise
SouthTrust orally and in writing of any such inquiries or proposals received by
the Company, the Bank or any of their respective subsidiaries after the date
hereof. As used in this Section 5.5, "takeover proposal" shall mean any
proposal for a merger or other business combination involving the Company, the
Bank or any of their respective subsidiaries or for the acquisition of a
significant equity interest in the Company, the Bank or any of their respective
subsidiaries or for the acquisition of a significant portion of the assets of
the Company, the Bank or any of their respective subsidiaries.

Section 5.6 Notice of Deadlines. The Company shall notify
SouthTrust in writing of any deadline to exercise an extension or termination
of any material lease, agreement or license (including specifically real
property leases and data processing agreements) to which the Company, the Bank
or any of their respective subsidiaries is a party, at least ten (10) days
prior to such deadline.

Section 5.7 Maintenance of Properties. The Company, the Bank and
their respective subsidiaries will maintain their respective properties and
assets in satisfactory condition and repair for the purposes for which they are
intended, ordinary wear and tear excepted.

Section 5.8 Environmental Audits. At the election of SouthTrust,
the Company will, at SouthTrust's expense, with respect to each parcel of real
property that the Company, the Bank or any of their respective subsidiaries
owns, leases or subleases, procure and deliver to SouthTrust and ST-FL, at
least thirty (30) days prior to the Effective Time of the Share Exchange, an
environmental audit, which audit shall be reasonably acceptable to and shall be
conducted by a firm reasonably acceptable to SouthTrust.

Section 5.9 Title Insurance. At the election of SouthTrust, the
Company will, at SouthTrust's expense, with respect to each parcel of real
property that the Company, the Bank or any of their respective subsidiaries
owns, leases or subleases, procure and deliver to SouthTrust and ST-FL, at
least thirty (30) days prior to the Effective Time of the Share Exchange,
owner's title insurance issued in such amounts and by such insurance company
reasonably acceptable to

26
<PAGE> 32

SouthTrust, which policy shall be free of all material exceptions to
SouthTrust's reasonable satisfaction.

Section 5.10 Surveys. At the election of SouthTrust, with respect
to each parcel of real property as to which a title insurance policy is to be
procured pursuant to Section 5.9, the Company, at SouthTrust's expense, will
procure and deliver to SouthTrust and ST-FL at least thirty (30) days prior to
the Effective Time of the Share Exchange, a survey of such real property, which
survey shall be reasonably acceptable to and shall be prepared by a licensed
surveyor reasonably acceptable to SouthTrust, disclosing the locations of all
improvements, easements, sidewalks, roadways, utility lines and other matters
customarily shown on such surveys and showing access affirmatively to public
streets and roads and providing the legal description of the property in a form
suitable for recording and insuring the title thereof (the "Survey"). The
Survey shall not disclose any survey defect or encroachment from or onto such
real property that has not been cured or insured over prior to the Effective
Time of the Share Exchange.

Section 5.11 Compliance Matters. Prior to the Effective Time of
the Share Exchange, the Company shall take, or cause to be taken, at the
Company's expense, all steps reasonably requested by SouthTrust to cure any
deficiencies in regulatory compliance by the Company, the Bank or any of their
respective subsidiaries, including compliance with Regulations Z and CC of the
FRB); provided that neither SouthTrust nor ST-FL shall be responsible for
discovering or have any obligation to disclose the existence of such defects to
the Company nor shall SouthTrust or ST-FL have any liability resulting from
such deficiencies or attempts to cure them.

Section 5.12 Exemption Under Anti-Takeover Statutes. Prior to the
Effective Time of the Share Exchange, the Company will use its best efforts to
take all steps required to exempt the transactions contemplated by this
Agreement from any applicable state anti-takeover law.

Section 5.13 Collateral Merger and Other Agreements. Prior to the
Effective Time of the Share Exchange, the Company and ST-FL and ST-Bank and the
Bank shall have executed and delivered the Collateral Merger Agreements,
substantially in the form annexed hereto as Exhibit 5.13.

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation. Subject to the terms and
conditions herein provided, each of the parties hereto agrees to use its best
efforts promptly to take, or cause to be taken, all actions and to do, or cause
to be done, all things necessary, proper or advisable under applicable laws and
regulations, or otherwise, including attempting to obtain all necessary
Consents, to consummate and make effective, as soon as practicable, the
transactions contemplated by this Agreement.

Section 6.2 Regulatory Matters. (a) Following the execution and
delivery of this Agreement, SouthTrust and ST-FL and the Company shall cause to
be prepared and filed all required applications and filings with the Regulatory
Authorities which are necessary or contemplated for the obtaining of the
Consents of the Regulatory Authorities or consummation of the Share Exchange.
Such applications and filings shall be in such form as may be prescribed by

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<PAGE> 33

the respective government agencies and shall contain such information as they
may require. The parties hereto will cooperate with each other and use their
best efforts to prepare and execute all necessary documentation, to effect all
necessary or contemplated filings and to obtain all necessary or contemplated
permits, consents, approvals, rulings and authorizations of government agencies
and third parties which are necessary or contemplated to consummate the
transactions contemplated by this Agreement, including, without limitation,
those required or contemplated from the Regulatory Authorities, and the
shareholders of the Company. Each of the parties shall have the right to
review and approve in advance, which approval shall not be unreasonably
withheld, any filing made with, or written material submitted to, any
government agencies in connection with the transactions contemplated by this
Agreement.

(b) Each party hereto will furnish the other party with
all information concerning itself, its subsidiaries, directors, trustees,
officers, shareholders and depositors, as applicable, and such other matters as
may be necessary or advisable in connection with any statement or application
made by or on behalf of any such party to any governmental body in connection
with the transactions, applications or filings contemplated by this Agreement.
Upon request, the parties hereto will promptly furnish each other with copies
of written communications received by them or their respective subsidiaries
from, or delivered by any of the foregoing to, any governmental body in respect
of the transactions contemplated hereby.

Section 6.3 Other Matters. (a) The parties acknowledge that
subject to the provisions of Section 8.8 hereof, nothing in this Agreement
shall be construed as constituting an employment agreement between SouthTrust
or any of its affiliates and any officer or employee of the Company or the Bank
or any obligation on the part of SouthTrust or any of its affiliates to employ
any such officers or employees.

(b) The parties agree that, except as otherwise provided
in paragraph 6.3(c), appropriate steps shall be taken to terminate all employee
benefit plans of the Company and the Bank as of the Effective Time of the Share
Exchange or as promptly as practicable thereafter. Following the termination
of such plans, SouthTrust agrees that the officers and employees of the Company
and the Bank who are employed by the Company or the Bank (or their successors)
following the Effective Time of the Share Exchange shall be eligible to
participate in SouthTrust's employee benefit plans, including welfare and
fringe benefit plans on the same basis as and subject to the same conditions as
are applicable to any newly-hired employee of SouthTrust; provided, however,
that:

(i) with respect to SouthTrust's group medical
insurance plan, SouthTrust shall credit each such employee for
eligible expenses incurred by such employee and his or her
dependents (if applicable) under the Company's and the Bank's
group medical insurance plan during the current calendar year
for purposes of satisfying the deductible provisions under
SouthTrust's plan for such current year, and SouthTrust shall
waive all waiting periods under said plans for pre-existing
conditions; and

(ii) credit for each such employee's past service
with the Company and the Bank prior to the Effective Time of
the Share Exchange ("Past Service Credit") shall be given by
SouthTrust to employees for purposes of:

(1) determining vacation and sick leave
benefits and accruals, in accordance with the
established policies of SouthTrust;

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<PAGE> 34

(2) establishing eligibility for
participation in SouthTrust's employee benefit plans
(including welfare and fringe benefit plans), and for
purposes of determining the scheduling of vacations
and other determinations which are made based on
length of service, provided, however, notwithstanding
anything contained in this Agreement to the contrary,
Past Service Credit shall not be given to any such
employee for purposes of establishing eligibility in
the 1990 Discounted Stock Plan of SouthTrust.

(c) The parties further agree that the Heritage
Bancshares 401(k) Profit Sharing Plan (the "PS Plan") will either be merged
into the SouthTrust Corporation Employees' Profit Sharing Plan (the "ST-Plan")
effective as of a date following the Effective Time of the Share Exchange
selected by SouthTrust or, if so elected by SouthTrust, terminated as of a date
prior to, on or after the Effective Time of the Share Exchange and prior to the
January 1 following the Effective Time of the Share Exchange. The
determination as to whether the PS Plan shall be terminated or merged into the
ST-Plan shall be made by SouthTrust. From and after the January 1 following
the Effective Time of the Share Exchange, or such earlier date as SouthTrust
may determine, for purposes of determining eligibility to participate in, and
vesting in accrued benefits under both the ST-Plan and the SouthTrust
Corporation Revised Retirement Income Plan (the "ST-Retirement Plan"),
employment by the Company and the Bank shall be credited as if it were
employment by SouthTrust or its affiliates, and such service shall be credited
for purposes of determining benefit accrual under the ST-Plan but not under the
ST-Retirement Plan.

(d) The parties further agree that employees of the
Company or the Bank shall be entitled to the severance benefits set forth and
described in Disclosure Schedule 6.3 hereto.

Section 6.4 Indemnification. (a) The Company agrees to
indemnify, defend and hold harmless SouthTrust and its subsidiaries, and each
of their respective present and former officers, directors, employees and
agents, from and against all losses, expenses, claims, damages or liabilities
to which any of them may become subject under applicable laws (including, but
not limited to, the Securities Act of 1933 or the Securities Exchange Act of
1934), and will reimburse each of them for any legal, accounting or other
expenses reasonably incurred in connection with investigating or defending any
such actions, whether or not resulting in liability, insofar as such losses,
expenses, claims, damages or liabilities arise out of or are based upon any
untrue statement or alleged untrue statement of material fact contained in the
Proxy Statement or any application for the approval of the transactions
contemplated by this Agreement filed with any Regulatory Authority or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made not misleading.

(b) For three (3) years after the Effective Time of the
Share Exchange, SouthTrust shall cause ST-FL to indemnify, defend and hold
harmless the officers, directors, employees and agents of the Company and the
Bank (each an "Indemnified Party") as of the Effective Time of the Share
Exchange, regardless of whether or not such persons are employed thereafter,
against all losses, expenses, claims, damages or liabilities arising out of
actions or omissions occurring on or prior to the Effective Time of the Share
Exchange (including, without limitation, the transactions contemplated by this
Agreement) to the full extent then permitted by the Company's and the Bank's
Certificate or Articles of Incorporation or Articles of Association and Bylaws,
as such instruments are in effect as of the date hereof.

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<PAGE> 35

If, after the Effective Time of the Share Exchange, ST-FL or
any of its successors or assigns shall consolidate with or merge into any other
corporation or entity and shall not be the continuing or surviving bank or
entity of such consolidation or merger or shall transfer all or substantially
all of its properties and assets to any individual, bank or other entity, then,
and each such case, proper provisions shall be made so that the successors and
assigns of ST-FL shall assume any of the obligations remaining set forth in the
above paragraph. If ST-FL shall liquidate, dissolve or otherwise wind up its
business, then SouthTrust shall indemnify, defend and hold harmless each
indemnified party to the same extent and under the same terms that ST-FL was
obligated to do so pursuant to this Section 6.4.

Section 6.5 Consideration. SouthTrust shall pay or cause to be
paid the Cash Consideration as and when the same shall be required to be issued
and paid pursuant to this Agreement.

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The obligations of SouthTrust and ST-FL, on the one hand, and the
Company, on the other hand, to consummate the transactions provided for herein
shall be subject to the satisfaction of the following conditions, unless waived
as hereinafter provided for:

Section 7.1 Shareholder Approval. The Share Exchange shall have
been approved by the requisite vote of the shareholders of the Company and the
sole shareholder of ST-FL.

Section 7.2 Regulatory Approvals. All necessary Consents of the
Regulatory Authorities shall have been obtained and all notice and waiting
periods required by law to pass after receipt of such Consents shall have
passed, and all conditions to consummation of the Share Exchange set forth in
such Consents shall have been satisfied.

Section 7.3 Litigation. There shall be no actual or threatened
causes of action, investigations or proceedings (i) challenging the validity or
legality of this Agreement or the consummation of the transactions contemplated
by this Agreement, or (ii) seeking damages in connection with the transactions
contemplated by this Agreement, or (iii) seeking to restrain or invalidate the
transactions contemplated by this Agreement, which, in the case of (i) through
(iii), and in the reasonable judgment of either SouthTrust or the Company,
based upon advice of counsel, would have a material adverse effect with respect
to the interests of SouthTrust or the Company, as the case may be.

Section 7.4 Proxy Statement. The Proxy Statement of the Company
shall have been filed with all governmental authorities as may be required and
shall have been authorized for mailing.

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<PAGE> 36

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-FL

The obligations of SouthTrust and ST-FL to consummate the Share
Exchange are subject to the fulfillment of each of the following conditions,
unless waived as hereinafter provided for:

Section 8.1 Representations and Warranties. The representations
and warranties of the Company set forth in this Agreement and in any
certificate or document delivered pursuant hereto shall be true and correct in
all material respects as of the date of this Agreement and as of all times up
to and including the Effective Time of the Share Exchange (as though made on
and as of the Effective Time of the Share Exchange except to the extent such
representations and warranties are by their express provisions made as of a
specified date and except for changes therein contemplated by this Agreement).

Section 8.2 Performance of Obligations. The Company shall have
performed all covenants, obligations and agreements required to be performed by
it under this Agreement prior to the Effective Time of the Share Exchange.

Section 8.3 Certificate Representing Satisfaction of Conditions.
The Company shall have delivered to SouthTrust and ST-FL a certificate dated as
of the Closing Date as to the satisfaction of the matters described in Sections
8.1 and 8.2 hereof, and such certificate shall be deemed to constitute
additional representations, warranties, covenants, and agreements of the
Company under Article III of this Agreement.

Section 8.4 Absence of Adverse Facts. There shall have been no
determination by SouthTrust, in the reasonable exercise of its judgment, that
any fact, event or condition exists or has occurred that, in the judgment of
SouthTrust, (a) would have a material adverse effect on, or which may be
foreseen to have a material adverse effect on, the Condition of the Company on
a consolidated basis or the consummation of the transactions contemplated by
this Agreement, (b) would be of such significance with respect to the business
or economic benefits expected to be obtained by SouthTrust pursuant to this
Agreement as to render inadvisable the consummation of the transactions
pursuant to this Agreement, (c) would be materially adverse to the interests of
SouthTrust on a consolidated basis or (d) would render the Share Exchange or
the other transactions contemplated by this Agreement impractical because of
any state of war, national emergency, banking moratorium or general suspension
of trading on NASDAQ, the New York Stock Exchange, Inc. or other national
securities exchange.

Section 8.5 Opinion of Counsel. SouthTrust shall have received
an opinion of counsel from Smith, Gambrell & Russell, in substantially the form
set forth in Exhibit 8.5 hereof, and with respect to matters of Florida law,
Smith, Gambrell & Russell may rely upon an opinion of Florida counsel
acceptable to Smith, Gambrell & Russell and SouthTrust.

Section 8.6 Consents Under Agreements. The Company shall have
obtained the consent or approval of each person (other than the Consents of the
Regulatory Authorities) whose consent or approval shall be required in order to
permit the succession by the Surviving Corporation to any obligation, right or
interest of the Company under any loan or credit agreement, note, mortgage,
indenture, lease, license, or other agreement or instrument, except those for
which failure to obtain such consents and approvals would not in the opinion of
SouthTrust, individually or in the

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<PAGE> 37

aggregate, have a material adverse effect on the Surviving Corporation or upon
the consummation of the transactions contemplated by this Agreement.

Section 8.7 Material Condition. There shall not be any action
taken, or any statute, rule, regulation or order enacted, entered, enforced or
deemed applicable to the Share Exchange by any Regulatory Authority which, in
connection with the grant of any Consent by any Regulatory Authority, imposes,
in the judgment of SouthTrust, any material adverse requirement upon SouthTrust
or its subsidiaries, including, without limitation, any requirement that
SouthTrust sell or dispose of any significant amount of the assets of the
Company or any other banking or other subsidiary of SouthTrust, provided that,
except for any such requirement relating to the above-described sale or
disposition of any significant assets of the Company or any banking or other
subsidiary of SouthTrust, no such term or condition imposed by any Regulatory
Authority in connection with the grant of any Consent by any Regulatory
Authority shall be deemed to be a material adverse requirement unless it
materially differs from terms and conditions customarily imposed by any such
entity in connection with the acquisition of [banks, savings associations and
bank and savings association holding companies] under similar circumstances.

Section 8.8 Matters Relating to Employment Agreements. (a)
SouthTrust and Leo R. Doerr shall have executed and delivered a replacement
employment agreement, which replacement employment agreement (the "Doerr
Replacement Agreement") (i) shall provide, among other matters, that if the
change of control provisions contained in the employment agreement between Leo
R. Doerr and the Company and the Bank dated as of September 11, 1995, (the
"Original Employment Agreement") (which provisions shall be included in the
Replacement Agreement) become applicable, and if change of control payments
thereafter are made to Leo R. Doerr pursuant thereto, Leo R. Doerr shall agree
not to compete with SouthTrust and its subsidiaries for a period of three (3)
years from the date of any such change of control payments, (ii) shall be
satisfactory to SouthTrust and Leo R. Doerr and (iii) shall supersede and
replace the Original Employment Agreement.

(b) SouthTrust and/or ST-Bank shall execute and deliver
an assumption of the employment agreement between the Company, the Bank, and
Geoffrey W. Roepstorff, dated September 11, 1995.

Section 8.9 Acknowledgment of Option Cancellation. Each Company
Option shall be canceled and terminated as of the Effective Time of the Share
Exchange and each holder of the Company Options outstanding immediately prior
to the Effective Time of the Share Exchange shall have executed and delivered
to SouthTrust such instruments as SouthTrust, with the advice of counsel, may
deem necessary to effectuate the cancellation and termination of such the
Company Options and the release of any rights under the Company Options and any
related agreements or instruments.

Section 8.10 Resignation of Officers and Directors. SouthTrust or
ST-FL shall have received the resignation of all officers and directors of the
Company and the Bank who are not designated by SouthTrust, pursuant to Section
1.1 hereof, to act as officers or directors of the Company and the Bank after
the Effective Time of the Share Exchange.

Section 8.11 Outstanding Shares of the Company. The total number
of the Company Shares outstanding as of the Effective Time of the Share
Exchange and the total number of the Company Shares covered by any option,
warrant, commitment, or other right or instrument to

32
<PAGE> 38

purchase or acquire any Company Share that is outstanding as of the Effective
Time of the Share Exchange, including any securities or rights convertible into
or exchangeable for the Company Shares, shall not exceed 742,510 shares in the
aggregate.

Section 8.12 Dissenters. The holders of not more than five
percent (5%) of the outstanding the Company Shares shall have elected to
exercise their right to dissent from the Share Exchange and demand payment in
cash for the fair or appraised value of their shares.

Section 8.13 Certification of Claims. The Company shall have
delivered a certificate to SouthTrust that the Company is not aware of any
pending or threatened claim under the directors and officers insurance policy
or the fidelity bond coverage of the Company.

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF THE COMPANY

The obligation of the Company to consummate the Share Exchange as
contemplated herein is subject to each of the following conditions, unless
waived as hereinafter provided for:

Section 9.1 Representations and Warranties. The representations
and warranties of SouthTrust and ST-FL contained in this Agreement or in any
certificate or document delivered pursuant to the provisions hereof will be
true and correct as of the Effective Time of the Share Exchange (as though made
on and as of the Effective Time of the Share Exchange).

Section 9.2 Performance of Obligations. SouthTrust and ST-FL
shall have performed all covenants, obligations and agreements required to be
performed by them and under this Agreement prior to the Effective Time of the
Share Exchange.

Section 9.3 Certificate Representing Satisfaction of Conditions.
SouthTrust and ST-FL shall have delivered to SouthTrust and ST-FL a certificate
dated as of the Effective Time of the Share Exchange as to the satisfaction of
the matters described in Sections 9.1 and 9.2 hereof, and such certificate
shall be deemed to constitute additional representations, warranties,
covenants, and agreements of SouthTrust and ST-FL under Article IV of this
Agreement.

Section 9.4 Absence of Adverse Facts. There shall have been no
determination by the Company that any fact, event or condition exists or has
occurred that, in the judgment of the Company, (a) would have a material
adverse effect on, or which may be foreseen to have a material adverse effect
on, the Condition of SouthTrust on a consolidated basis or the consummation of
the transactions contemplated by this Agreement, or (b) would render the Share
Exchange or the other transactions contemplated by this Agreement impractical
because of any state of war, national emergency, banking moratorium, or a
general suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or
other national securities exchange.

Section 9.5 Consents Under Agreements. SouthTrust and ST-FL
shall have obtained the consent or approval of each person (other than the
Consents of Regulatory Authorities) whose consent or approval shall be required
in connection with the transactions contemplated hereby under any loan or
credit agreement, note, mortgage, indenture, lease, license or other agreement
or instrument, except those for which failure to obtain such consents and
approvals would not, in the

33
<PAGE> 39

judgment of the Company, individually or in the aggregate, have a material
adverse effect upon the consummation of the transactions contemplated hereby.

Section 9.6 Opinion of Counsel. The Company shall have received
the opinion of Bradley, Arant, Rose & White, counsel to SouthTrust, dated the
Effective Time of the Share Exchange, to the effect set forth in Exhibit 9.6
hereof.

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination. This Agreement may be terminated and
the Share Exchange abandoned at any time prior to the Effective Time of the
Share Exchange:

(a) by the mutual consent in writing of SouthTrust and
the Company; or

(b) by SouthTrust or the Company if the Share Exchange
shall not have occurred on or prior to January 31, 1997, provided that the
failure to consummate the Share Exchange on or before such date is not caused
by any breach of any of the representations, warranties, covenants or other
agreements contained herein by the party electing to terminate pursuant to this
Section 10.1(b);

(c) by SouthTrust or the Company (provided that the
terminating party is not then in breach of any representation, warranty,
covenant or other agreement contained herein) in the event that any of the
conditions precedent to the obligations of the nonterminating party to
consummate the Share Exchange cannot be satisfied or fulfilled;

(d) by SouthTrust if: (i) SouthTrust shall have
determined that any fact, event or condition exists that, in the reasonable
judgment of SouthTrust, (A) is materially at variance with any warranty or
representation of the Company, the Bank or any of their respective subsidiaries
set forth in the Agreement or is a material breach of any covenant or agreement
of the Company, the Bank or any of their respective subsidiaries contained in
the Agreement, (B) has a material adverse effect or can be reasonably foreseen
to have a material adverse effect upon the Condition of the Company on a
consolidated basis or upon the consummation of the transactions contemplated by
the Agreement, (C) would be materially adverse to the interests of SouthTrust
and ST-Sub on a consolidated basis, (D) would be of such significance with
respect to the business or economic benefits expected to be obtained by
SouthTrust under this Agreement so as to render inadvisable consummation of the
transactions contemplated by the Agreement, (E) renders the Share Exchange or
the other transactions contemplated by this Agreement impractical because of
any state of war, national emergency, banking moratorium or general suspension
of trading on NASDAQ, the New York Stock Exchange, Inc. or any other national
securities exchange; or (ii) there shall be any litigation or threat of
litigation (A) challenging the validity or legality of this Agreement or the
consummation of the transactions contemplated by this Agreement, (B) seeking
damages in connection with the consummation of the transactions contemplated by
this Agreement or (C) seeking to restrain or invalidate the consummation of the
transactions contemplated by this Agreement.

(e) by the Company if (i) the Company shall have
determined that any fact, event or condition exists that, in the judgment of
the Company, (A) is materially at variance with any

34
<PAGE> 40

warranty or representation of SouthTrust or ST-Sub contained in the Agreement
or is a material breach of any covenant or agreement of SouthTrust of ST-FL
contained in the Agreement, (B) has a material adverse effect or can be
reasonably seen to have a material adverse effect upon the consummation of the
transactions contemplated by the Agreement, (ii) there shall be any litigation
or threat of litigation (A) challenging the validity or legality of this
Agreement or the consummation of the transactions contemplated by this
Agreement, (B) seeking damages in connection with the consummation of the
transactions contemplated by this Agreement or (C) seeking to restrain or
invalidate the consummation of transactions contemplated by this Agreement, or
(iii) the Company shall have determined that any fact, event or condition
exists that, in the judgment of the Company, would render the Share Exchange
and the other transactions contemplated by this Agreement impractical because
of any state of war, national emergency, banking moratorium or general
suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other
national securities exchange.

(f) by the Company in connection with entering into a
definitive agreement with any person or persons who has made a takeover
proposal, as contemplated by Section 5.5, provided that the Company has
complied with all provisions of Section 5.5, including the advice of counsel
and notice provisions thereof.

Section 10.2 Effect of Termination. In the event of the
termination and abandonment of this Agreement, it shall terminate and become
void, without liability on behalf of any party, and have no effect, except as
otherwise provided herein.

Section 10.3 Effect of Wrongful Termination. Notwithstanding the
foregoing provisions of Section 10.2, if the Share Exchange fails to be
consummated because of the wrongful termination of this Agreement or a willful,
knowing or grossly negligent breach by SouthTrust or ST-FL, on the one hand, or
the Company, on the other hand, of any representation, warranty, covenant,
undertaking, term or restriction contained herein, the other party shall have
all rights and remedies afforded by law.

Section 10.4 Amendments. To the extent permitted by law, this
Agreement may be amended by a subsequent writing signed by each of SouthTrust,
ST-FL and the Company.

Section 10.5 Waivers. Subject to Section 11.10 hereof, prior to
or at the Effective Time of the Share Exchange, SouthTrust and ST-FL, on the
one hand, and the Company, on the other hand, shall have the right to waive any
default in the performance of any term of this Agreement by the other, to waive
or extend the time for the compliance or fulfillment by the other of any and
all of the other's obligations under this Agreement and to waive any or all of
the conditions to its obligations under this Agreement, except any condition,
which, if not satisfied, would result in the violation of any law or any
applicable governmental regulation.

Section 10.6 Non-Survival of Representations and Warranties. No
representations, warranties, covenants or agreements in this Agreement or in
any instrument delivered by SouthTrust, ST-FL or the Company shall survive the
Share Exchange, except for Sections 2.3, 6.3 and 6.4; provided, however, that
any representation or warranty in any agreement, contract, report, opinion,
undertaking or other document or instrument delivered hereunder in whole or in
part by any person other than SouthTrust, ST-Sub, the Company or the Bank (or
directors and officers thereof in their capacities as such) shall not so
terminate and shall not be so extinguished; and provided further, that no
representation or warranty of SouthTrust, ST-Sub, the Company or the Bank
contained herein

35
<PAGE> 41

shall be deemed to be terminated or extinguished so as to deprive SouthTrust or
ST-FL, on the one hand, and the Company or the Bank, on the other hand, of any
defense at law or in equity which any of them otherwise would have to any claim
against them by any person, including, without limitation, any shareholder or
former shareholder of either party. No representation or warranty in this
Agreement shall be affected or deemed waived by reason of the fact that
SouthTrust, ST-Sub, the Company or the Bank and/or its representatives knew or
should have known that any such representation or warranty was, is, might be or
might have been inaccurate in any respect.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement. This Agreement and the documents
referred to herein contain the entire agreement among SouthTrust, ST-FL and the
Company with respect to the transactions contemplated hereunder and this
Agreement supersedes all prior arrangements or understandings with respect
thereto, whether written or oral, including that letter of intent between the
parties dated April 29, 1996. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, firm, corporation or entity, other than the
parties hereto and their respective successors, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

Section 11.2 Notices. All notices or other communications which
are required or permitted hereunder shall be in writing and sufficient if
delivered personally or sent by first class or registered or certified mail,
postage prepaid, telegram or telex or other facsimile transmission addressed as
follows:

If to the Company:

Heritage Bancshares, Inc.
12988 South Cleveland Avenue
Fort Myers, Florida 33907
Attention: Leo R. Doerr
Fax (813) 482-4771

with a copy to:

Smith, Gambrell & Russell
Suite 1800
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326-1010
Attention: Robert C. Schwartz, Esq.
Fax (404) 264-2652

36
<PAGE> 42

If to ST-FL or SouthTrust, then to:

SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Attention: Mr. Frederick W. Murray, Jr.
Fax (205) 254-5022

with a copy to:

Bradley, Arant, Rose & White
2001 Park Place, Suite 1400
Birmingham, Alabama 35203
Attention: C. Larimore Whitaker, Esq.
Fax (205) 521-8715

All such notices or other communications shall be deemed to
have been delivered (i) upon receipt when delivery is made by hand, (ii) on the
third (3rd) business day after deposit in the United States mail when delivery
is made by first class, registered or certified mail, and (iii) upon
transmission when made by telegram, telex or other facsimile transmission if
evidenced by a sender transmission completed confirmation.

Section 11.3 Severability. If any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent
jurisdiction or other competent authority to be invalid, void or unenforceable
or against public or regulatory policy, the remainder of the terms, provisions,
covenants and restrictions contained in this Agreement shall remain in full
force and effect and in no way shall be affected, impaired or invalidated, if,
but only if, pursuant to such remaining terms, provisions, covenants and
restrictions the Share Exchange may be consummated in substantially the same
manner as set forth in this Agreement as of the later of the date this
Agreement was executed or last amended.

Section 11.4 Costs and Expenses. Expenses incurred by the Company
on the one hand and SouthTrust on the other hand, in connection with or related
to the authorization, preparation and execution of this Agreement, the
solicitation of shareholder approval and all other matters related to the
closing of the transactions contemplated hereby, including all fees and
expenses of agents, representatives, counsel and accountants employed by either
such party or its affiliates, shall be borne solely and entirely by the party
which has incurred same.

Section 11.5 Captions. The captions as to contents of particular
articles, sections or paragraphs contained in this Agreement and the table of
contents hereto are inserted only for convenience and are in no way to be
construed as part of this Agreement or as a limitation on the scope of the
particular articles, sections or paragraphs to which they refer.

Section 11.6 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document with the same force
and effect as though all parties had executed the same document.

37
<PAGE> 43

Section 11.7 Governing Law. This Agreement is made and shall be
governed by and construed in accordance with the laws of the State of Florida
(without respect to its conflicts of laws principles).

Section 11.8 Persons Bound; No Assignment. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors, distributees, and assigns, but notwithstanding the
foregoing, this Agreement may not be assigned by any party hereto unless the
prior written consent of the other parties is first obtained (other than by
ST-FL to another affiliate of SouthTrust).

Section 11.9 Exhibits and Schedules. Each of the exhibits and
schedules attached hereto is an integral part of this Agreement and shall be
applicable as if set forth in full at the point in the Agreement where
reference to it is made.

Section 11.10 Waiver. The waiver by any party of the performance
of any agreement, covenant, condition or warranty contained herein shall not
invalidate this Agreement, nor shall it be considered a waiver of any other
agreement, covenant, condition or warranty contained in this Agreement. A
waiver by any party of the time for performing any act shall not be deemed a
waiver of the time for performing any other act or an act required to be
performed at a later time. The exercise of any remedy provided by law, equity
or otherwise and the provisions in this Agreement for any remedy shall not
exclude any other remedy unless it is expressly excluded. The waiver of any
provision of this Agreement must be signed by the party or parties against whom
enforcement of the waiver is sought. This Agreement and any exhibit,
memorandum or schedule hereto or delivered in connection herewith may be
amended only by a writing signed on behalf of each party hereto.

Section 11.11 Construction of Terms. Whenever used in this
Agreement, the singular number shall include the plural and the plural the
singular. Pronouns of one gender shall include all genders. Accounting terms
used and not otherwise defined in this Agreement have the meanings determined
by, and all calculations with respect to accounting or financial matters unless
otherwise provided for herein, shall be computed in accordance with generally
accepted accounting principles, consistently applied. References herein to
articles, sections, paragraphs, subparagraphs or the like shall refer to the
corresponding articles, sections, paragraphs, subparagraphs or the like of this
Agreement. The words "hereof", "herein", and terms of similar import shall
refer to this entire Agreement. Unless the context clearly requires otherwise,
the use of the terms "including", "included", "such as", or terms of similar
meaning, shall not be construed to imply the exclusion of any other particular
elements.

38
<PAGE> 44

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered, and their respective seals hereunto affixed, by
their officers thereunto duly authorized, and have caused this Agreement to be
dated as of the date and year first above written.

[CORPORATE SEAL]
HERITAGE BANCSHARES, INC.

By: /s/ Leo R. Doerr
--------------------------------------
ATTEST Its Chief Executive Officer

/s/ Bruce D. Green
- ------------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST OF FLORIDA, INC.

By: /s/ Alton E. Yother
--------------------------------------
ATTEST: Its Vice President

/s/ A.D. Barnard
- ------------------------------
Its Assistant Secretary

[CORPORATE SEAL]
SOUTHTRUST CORPORATION

By: /s/ Alton E. Yother
--------------------------------------
ATTEST: Its Senior Vice President

/s/ A.D. Barnard
- ------------------------------
Its Secretary

39
<PAGE> 45

AGREEMENT AND PLAN OR SHARE EXCHANGE
OF SOUTHTRUST OF FLORIDA, INC.
WITH HERITAGE BANCSHARES, INC.

LIST OF SCHEDULES

-----------------------------

Disclosure Schedule 2.2
Disclosure Schedule 3.4
Disclosure Schedule 3.5
Disclosure Schedule 3.6(b)
Disclosure Schedule 3.7
Disclosure Schedule 3.10
Disclosure Schedule 3.11
Disclosure Schedule 3.12(a)
Disclosure Schedule 3.13(a)
Disclosure Schedule 3.14(a)
Disclosure Schedule 3.14(b)
Disclosure Schedule 3.16
Disclosure Schedule 3.20
Disclosure Schedule 3.22
Disclosure Schedule 3.23
Disclosure Schedule 5.1(b)(iv)
Disclosure Schedule 6.3

<PAGE> 1

EXHIBIT 4.1

STOCK OPTION AGREEMENT

This STOCK OPTION AGREEMENT, dated as of June ___, 1996 (the
"Agreement"), is by and between Heritage Bancshares, Inc., a Florida
corporation ("Issuer"), and SouthTrust Corporation, a Delaware corporation
("Grantee").

WHEREAS, Issuer and SouthTrust of Florida, Inc., a Florida
corporation and a wholly-owned subsidiary of Grantee ("ST-Sub"), have entered
into an Agreement and Plan of Share Exchange dated as of June ___, 1996 and
joined in by Grantee (the "Share Exchange Agreement"), providing for, among
other things, the merger of the Issuer with and into ST-Sub, with ST-Sub as the
surviving corporation; and

WHEREAS, as a condition and inducement to Grantee's execution
of the Share Exchange Agreement, Grantee has required that Issuer agree, and
Issuer has agreed, to grant Grantee the Option (as defined below);

NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein and in the Share Exchange Agreement, and intending to be legally bound
hereby, Issuer and Grantee agree as follows:

1. Defined Terms. Capitalized terms which are used but not
defined herein shall have the meanings ascribed to such terms in the Merger
Agreement.

2. Grant of Option. Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the "Option") to
purchase up to 108,250 shares (the "Option Shares") of Common Stock of Issuer,
par value $1.00 per share ("Issuer Common Stock"), at a purchase price per
Option Share (the "Purchase Price") equal to $22.65; provided, however, that in
no event shall the number of shares of Issuer Common Stock for which this
Option is exercisable exceed 19.9% of the Issuer's issued and outstanding
shares of Common Stock. The number of shares of Issuer Common Stock that may
be received upon the exercise of the Option and the Purchase Price are subject
to adjustment as herein set forth.

3. Exercise of Option.

(a) Provided that (i) Grantee shall not be in material breach of
the agreements or covenants contained in this Agreement or the Share Exchange
Agreement, and (ii) no preliminary or permanent injunction or other order
against the delivery of the Option Shares issued by any court of competent
jurisdiction in the United States shall be in effect, Grantee may exercise the
Option, in whole or in part, at any time and from time to time, but only
following the occurrence of a Purchase Event (as defined below); provided that
the Option shall terminate and be of no further force or effect upon the
earlier to occur of (A) the Effective Time of the Share Exchange; and (B)
termination of the Share Exchange Agreement in accordance with the terms
thereof before the occurrence of a Purchase Event or Preliminary Purchase Event
(other than a termination of the Share Exchange Agreement by Grantee pursuant
to Section 10.1(b) or 10.1(c) thereof (an "Issuer Default Termination"))
(hereinafter sometimes referred to as the "Termination Date"); provided that
any purchase of Option Shares upon exercise of the Option shall be subject to
compliance with applicable law, including, without limitation, the Bank Holding
Company Act of 1956, as amended (the "BHCA"). The rights set forth in Section
8 shall terminate when the right to exercise the Option terminates (other than
as a result of a complete exercise of the Option) as set forth herein.

(b) As used herein, a "Purchase Event" means any of the following
events:

(i) Without Grantee's prior written consent, Issuer shall
have authorized, recommended, publicly proposed or publicly announced
an intention to authorize, recommend or propose, or entered into a
agreement with any person (other than Grantee or any subsidiary of
Grantee) to effect an Acquisition Transaction (as defined below). As
used herein, the term "Acquisition Transaction" shall mean (A) a
merger, consolidation or similar transaction involving Issuer or any
of its subsidiaries (other than transactions solely between Issuer's
subsidiaries), (B) the disposition, by sale, lease, exchange or
otherwise,
<PAGE> 2

of assets of Issuer or any of its subsidiaries representing in either
case 15% or more of the consolidated assets of Issuer and its
subsidiaries, or (C) the issuance, sale or other disposition of
(including by way of merger, consolidation, share exchange or any
similar transaction) securities representing 20% or more of the voting
power of Issuer or any of its significant subsidiaries; or

(ii) any person (other than Grantee or any subsidiary of
Grantee) shall have acquired beneficial ownership (as such term is
defined in Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of, or the right to acquire
beneficial ownership of, or any "group" (as such term is defined under
the Exchange Act) shall have been formed which beneficially owns or
has the right to acquire beneficial ownership of, 20% or more (or, if
such person or group is the beneficial owner of 20% or more on the
date hereof, such person or group acquires an additional 5% or more)
of the voting power of Issuer or any of its significant subsidiaries.

(i) any person (other than Grantee or any subsidiary of
Grantee) shall have commenced (as such term is defined in Rule 14d-2
under the Exchange Act) or shall have filed a registration statement
under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to a tender offer or exchange offer to purchase any
shares of Issuer Common Stock such that, upon consummation of such
offer, such person would own or control 20% or more of the then
outstanding shares of Issuer Common Stock (such an offer being
referred to herein as a "Tender Offer" or an "Exchange Offer",
respectively); or

(ii) the holders of Issuer Common Stock shall not have
approved the Share Exchange Agreement at the meeting of such
shareholders held for the purpose of voting on the Share Exchange
Agreement, such meeting shall not have been held or shall have been
canceled prior to termination of the Share Exchange Agreement or
Issuer's Board of Directors shall have withdrawn or modified in a
manner adverse to Grantee the recommendation of Issuer's Board of
Directors with respect to the Share Exchange Agreement, in each case,
after it shall have been publicly announced that any person (other
than Grantee or any subsidiary of Grantee) shall have (A) made, or
disclosed an intention to make, a proposal to engage in an Acquisition
Transaction, (B) commenced a Tender Offer or filed a registration
statement under the Securities Act with respect to an Exchange Offer
or (C) filed an application (or given a notice), whether in draft or
final form, under Florida banking or corporate law, the BHCA, the Bank
Merger Act or the Change in Bank Control Act of 1978 for approval to
engage in an Acquisition Transaction.

As used in this Agreement, "person" shall have the meaning specified in
Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

(d) Issuer shall notify Grantee promptly in writing of the
occurrence of any Preliminary Purchase Event or Purchase Event, it being
understood that the giving of such notice by Issuer shall not be a condition to
the right of Grantee to exercise the Option.

(e) In the event Grantee wishes to exercise the Option, it shall
send to Issuer a written notice (the date of which being herein referred to as
the "Notice Date") specifying (i) the total number of Option Shares it intends
to purchase pursuant to such exercise and (ii) subject to the next sentence, a
place and date not earlier than three business days nor later than 15 business
days after the Notice Date for the closing (the "Closing") of such purchase
(the "Closing Date"). If prior notification to or consent of any regulatory
authority is required in connection with such purchase, then, notwithstanding
the prior occurrence of the Termination Date, the Closing Date shall be
extended for such period as shall be necessary to enable such prior
notification or consent to occur or to be obtained (and the expiration of any
mandatory waiting period). Issuer shall cooperate with Grantee in the filing
of any applications or documents necessary to obtain any required consent or in
connection with any required prior notification and the Closing shall occur
immediately following receipt of such consent (or the filing of any such prior
notification and the expiration of any mandatory waiting periods).

2
<PAGE> 3

4. Payment and Delivery of Certificates.

(a) On each Closing Date, Grantee shall (i) pay to Issuer, in
immediately available funds by wire transfer to a bank account designated by
Issuer, an amount equal to the Purchase Price multiplied by the number of
Option Shares to be purchased on such Closing Date, and (ii) present and
surrender this Agreement to the Issuer at the address of the Issuer specified
herein.

(b) At each Closing, simultaneously with the delivery of
immediately available funds and surrender of this Agreement as provided in
Section 4(a) above, (i) Issuer shall deliver to Grantee (A) a certificate or
certificates representing the Option Shares to be purchased at such Closing,
which Option Shares shall be free and clear of all liens, claims, charges and
encumbrances of any kind whatsoever and subject to no preemptive rights, and
(B) if the Option is exercised in part only, an executed, new Stock Option
Agreement with the same terms as this Agreement evidencing the right to
purchase the balance of the shares of Issuer Common Stock purchasable
hereunder, and (ii) Grantee shall deliver to Issuer a letter agreeing that
Grantee shall not offer to sell or otherwise dispose of such Option Shares in
violation of applicable federal and state law or of the provisions of this
Agreement.

(c) In addition to any other legend that is required by applicable
law, certificates for the Option Shares delivered at each Closing shall be
endorsed with a restrictive legend which shall read substantially as follows:

THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND PURSUANT
TO THE TERMS OF A STOCK OPTION AGREEMENT DATED AS OF JUNE ___, 1996. A COPY OF
SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF WITHOUT CHARGE UPON
RECEIPT BY THE ISSUER OF A WRITTEN REQUEST THEREFOR.

It is understood and agreed that the above legend shall be removed by delivery
of substitute certificate(s) without such legend if Grantee shall have
delivered to Issuer a copy of a letter from the staff of the Securities and
Exchange Commission (the "SEC"), or an opinion of counsel in form and substance
reasonably satisfactory to Issuer and its counsel, to the effect that such
legend is not required for purposes of the Securities Act.

(d) Upon the giving by Grantee to Issuer of the written notice of
exercise of the Option provided for under Section 3(e), the tender of the
applicable purchase price in immediately available funds and the tender of this
Agreement to Issuer, Grantee shall be deemed to be the holder of record of the
shares of Issuer Common Stock issuable upon such exercise, notwithstanding that
the stock transfer books of Issuer shall then be closed or that certificates
representing such shares of Issuer Common Stock shall not then be actually
delivered to Grantee. Issuer shall pay all expenses, and any and all United
States federal, state, and local taxes and other charges that may be payable in
connection with the preparation, issuance and delivery of stock certificates
under this Section in the name of the Grantee or its assignee, transferee, or
designee.

(e) Issuer agrees (i) that it shall at all times maintain, free
from preemptive rights, sufficient authorized but unissued or treasury shares
of Issuer Common Stock so that the Option may be exercised without additional
authorization of Issuer Common Stock after giving effect to all other options,
warrants, convertible securities and other rights to purchase Issuer Common
Stock, (ii) that it will not, by amendment to its Certificate or Articles of
Incorporation or Bylaws or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act, avoid or seek to
avoid the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by Issuer, (iii) promptly to
take all action as may from time to time be required (including (A) complying
(if applicable) with all premerger notification, reporting and waiting period
requirements specified in 15 U.S.C. Section 18a and regulations promulgated
thereunder and (B) in the event, under any federal law, including, without
limitation, the BHCA, or under any state law, prior notice to or consent of any
regulatory authority is necessary before the Option may be exercised,
cooperating fully with Grantee in preparing any required application or notice
and providing such information to such regulatory authority as such regulatory
authority may require) in order to permit Grantee to exercise the Option and
Issuer duly and effectively to issue shares of the Issuer Common Stock pursuant
hereto, and (iv) promptly to take all action provided herein to protect the
rights of Grantee against dilution.

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<PAGE> 4

5. Representations and Warranties of Issuer. Issuer hereby
represents and warrants to Grantee as follows:

(a) Due Authorization. Issuer has all requisite corporate power
and authority to enter into this Agreement and, subject to any approvals
referred to herein, to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Issuer. This Agreement has been duly executed
and delivered by Issuer.

(b) Authorized Stock. Issuer has taken all necessary corporate and
other action to authorize and reserve and to permit it to issue, and, at all
times from the date hereof until the obligation to deliver Issuer Common Stock
upon the exercise of the Option terminates, will have reserved for issuance,
upon exercise of the Option, the number of shares of Issuer Common Stock
necessary for Grantee to exercise the Option, and Issuer will take all
necessary corporate action to authorize and reserve for issuance all additional
shares of Issuer Common Stock or other securities which may be issued pursuant
to Section 7 upon exercise of the Option. The shares of Issuer Common Stock to
be issued upon due exercise of the Option, including all additional shares of
Issuer Common Stock or other securities which may be issuable pursuant to
Section 7, upon issuance pursuant hereto, shall be duly and validly issued,
fully paid and nonassessable, and shall be delivered free and clear of all
liens, claims, charges and encumbrances of any kind or nature whatsoever,
including any preemptive right of any shareholder of Issuer, but subject to the
voting restrictions contained in the Certificate of Incorporation of Issuer.

(c) No Violation. Except as disclosed pursuant to the Share
Exchange Agreement, the execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby will not, conflict
with, or result in any violation pursuant to any provisions of the Certificate
of Incorporation or Bylaws of Issuer or any subsidiary of Issuer or, subject to
obtaining any approvals or consents contemplated hereby, result in any
violation of any loan or credit agreement, note, mortgage, indenture, lease,
plan or other agreement, obligation, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Issuer or any subsidiary of Issuer or their respective properties
or assets which violation would have a material adverse effect on the Condition
of Issuer on a consolidated basis.

6. Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that:

(a) Due Authorization. Grantee has all requisite corporate power
and authority to enter to this Agreement and, subject to any approvals or
consents referred to herein, to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of
the translations contemplated hereby have been duly authorized by all necessary
corporate action on the part of Grantee. This Agreement has been duly executed
and delivered by Grantee.

(b) Purchase Not for Distribution. This Option is not being, and
any Option Shares or other securities acquired by Grantee upon exercise of the
Option will not be, acquired with a view to the public distribution thereof and
will not be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Act.

7. Adjustment upon Changes in Capitalization, etc.

(a) In the event of any change in Issuer Common Stock by reason of
a stock dividend stock split, split-up, recapitalization, combination, exchange
of shares or similar transaction, the type and number of shares or securities
subject to the Option, and the Purchase Price therefor, shall be adjusted
appropriately, and proper provision shall be made in the agreements governing
such transaction so that Grantee shall receive, upon exercise of the Option,
the number and class of shares or other securities or property that Grantee
would have received in respect of Issuer Common Stock if the Option had been
exercised immediately prior to such event, or the record date therefor, as
applicable. If any additional shares of Issuer Common Stock are issued after
the date of this Agreement (other than pursuant to an event described in the
first sentence of this Section 7(a)), the number of shares of Issuer Common
Stock subject to the Option shall be adjusted so that, after such issuance, it,
together with any shares of

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<PAGE> 5

Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the
number of shares of Issuer Common Stock then issued and outstanding, without
giving effect to any shares subject to or issued pursuant to the Option.

(b) In the event that, prior to the Termination Date, Issuer shall
enter in an agreement: (i) to consolidate with or merge into any person, other
than Grantee or one of its subsidiaries, and shall not be the continuing or
surviving corporation of such consolidation or merger, (ii) to permit any
person, other than Grantee or one of its subsidiaries, to merge into Issuer and
Issuer shall be the continuing or surviving corporation, but, in connection
with such merger, the then outstanding shares of Issuer Common Stock shall be
changed into or exchanged for stock or other securities of Issuer or any other
person or cash or any other property or the outstanding shares of Issuer Common
Stock immediately prior to such merger shall after such merger represent less
than 50% of the outstanding shares and share equivalents of the merged company,
or (iii) to sell or otherwise transfer all or substantially all of its assets
to any person, other than Grantee or one of its subsidiaries, then, and in each
such case, the agreement governing such transaction shall make proper
provisions so that, upon the consummation of any such transaction and upon the
terms and conditions set forth herein, the Option, notwithstanding the fact
that as of the date of consummation of such transaction the Termination Date
shall have occurred, shall be converted into, or exchanged for, an option (the
"Substitute Option"), at the election of Grantee, of either (x) the Acquiring
Corporation (as defined below), (y) any person that controls the Acquiring
Corporation, or (z) in the case of a merger described in clause (ii), the
Issuer (in each case, such entity being referred to as the "Substitute Option
Issuer").

(c) The Substitute Option shall have the same terms as the Option,
provided that, if the terms of the Substitute Option cannot, because of the
applicability of any law or regulation, have the exact terms as the Option,
such terms shall be as similar as possible and in no event less advantageous to
Grantee. The Substitute Option Issuer shall also enter into an agreement with
the then-holder or holders of the Substitute Option in substantially the same
form as this Agreement, which shall be applicable to the Substitute Option.

(d) The Substitute Option shall be exercisable for such number of
shares of the Substitute Common Stock (as hereinafter defined) as is equal to
the Assigned Value (as hereinafter defined) multiplied by the number of shares
of the Issuer Common Stock for which the Option was theretofore exercisable,
divided by the Average Price (as hereinafter defined). The exercise price of
each share of Substitute Common Stock subject to the Substitute Option (the
"Substitute Purchase Price") shall be equal to the Purchase Price multiplied by
a fraction in which numerator is the number of shares of the Issuer Common
Stock for which the Option was theretofore exercisable and the denominator is
the number of shares for which the Substitute Option is exercisable.

(e) The following terms have the meanings indicated:

(i) "Acquiring Corporation" shall mean (x) the continuing
or surviving corporation of a consolidation or merger with Issuer (if
other than Issuer), (y) the Issuer in a consolidation or merger or in
which the Issuer is the continuing or surviving person, and (z) the
transferee of all or any substantial part of the Issuer's assets (or
the assets of its subsidiaries).

(ii) "Substitute Common Stock" shall mean the common stock
issued by the Substitute Option Issuer upon exercise of the Substitute
Option.

(iii) "Assigned Value" shall mean the highest of (x) the
price per share of the Issuer Common Stock at which a Tender Offer or
Exchange Offer therefor has been made by any person (other than
Grantee), (y) the price per share of the Issuer Common Stock to be
paid by any person (other than the Grantee) pursuant to an agreement
with Issuer, and (z) the highest last sales price per share of Issuer
Common Stock quoted on the NASDAQ/NMS (or if Issuer Common Stock is
not quoted on the NASDAQ/NMS, the highest bid price per share on any
day as quoted on the principal trading market or securities exchange
on which such shares are traded as reported by a recognized source
chosen by Grantee) within the six-month period immediately preceding
the agreement described in Section 7(b) above; provided, however, that
in the event of a sale of less than all of Issuer's assets, the
Assigned Value shall be the sum of the price paid in such sale for
such assets and the current market value of the remaining assets of
Issuer as determined by a nationally recognized investment banking
firm selected by Grantee, divided by the number of shares of the
Issuer Common Stock outstanding at the time of such sale. In the
event that

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<PAGE> 6

a Tender Offer or Exchange Offer is made for the Issuer Common Stock
or an agreement is entered into for a merger or consolidation
involving consideration other than cash, the value of the securities
or other property issuable or deliverable in exchange for the Issuer
Common Stock shall be determined by a nationally recognized investment
banking firm mutually selected by Grantee and Issuer (or if
applicable, Acquiring Corporation), provided that if a mutual
selection cannot be made as to such investment banking firm, it shall
be selected by Grantee.

(iv) "Average Price" shall mean the average last sales
price or closing price of a share of the Substitute Common Stock for
the one year immediately preceding the consolidation, merger or sale
in question, but in no event higher than the last sales price or
closing price of the shares of the Substitute Common Stock on the day
preceding such consolidation, merger, or sale; provided that if Issuer
is the issuer of the Substitute Option, the Average Price shall be
computed with respect to a share of common stock issued by Issuer, the
person merging into Issuer or by any company which controls or is
controlled by such person, as Grantee may elect.

(f) In no event pursuant to any of the foregoing paragraphs shall
the Substitute Option be exercisable for more than 19.9% of the aggregate of
the shares of the Substitute Common Stock outstanding prior to exercise of the
Substitute Option. In the event that the Substitute Option would be
exercisable for more than 19.9% of the aggregate of the shares of Substitute
Common Stock but for this clause (f), the Substitute Option Issuer shall make a
cash payment to Grantee equal to the excess of (i) the value of the Substitute
Option without giving effect to the limitation in this clause (f) over (ii) the
value of the Substitute Option after giving effect to the limitation in this
clause (f). This difference in value shall be determined by a nationally
recognized investment banking firm selected by Grantee.

(g) Issuer shall not enter into any transaction described in
subsection (b) of this Section 7 unless the Acquiring Corporation and any
person that controls the Acquiring Corporation assumes in writing all of the
obligations of Issuer hereunder and takes all other actions that may be
necessary so that the provisions of this Section 7 are given full force and
effect (including, without limitation, any action that may be necessary so that
the shares of Substitute Common Stock are in no way distinguished from or have
lesser economic value (other than any diminution resulting from the fact that
the Substitute Common Stock is "restricted securities" within the meaning of
Rule 144 under the Securities Act) than other shares of common stock issued by
the Substitute Option Issuer).

(h) The provisions of Section 8 shall apply, with appropriate
adjustments, to any securities for which the Option becomes exercisable
pursuant to this Section 7 and, as applicable, references in such sections to
"Issuer," "Option," "Purchase Price," and "Issuer Common Stock" shall be deemed
to be references to "Substitute Option Issuer," "Substitute Option,"
"Substitute Purchase Price," and "Substitute Common Stock," respectively.

8. Repurchase at the Option of Grantee.

(a) Subject to the last sentence of Section 3(a), at the request
of Grantee at any time commencing upon the first occurrence of a Repurchase
Event (as defined in Section 8(d)) and ending at the close of business 365 days
thereafter, Issuer shall repurchase from Grantee the Option and all shares of
Issuer Common Stock purchased by Grantee pursuant hereto with respect to which
Grantee then has beneficial ownership. The date on which Grantee exercises its
rights under this Section 8 is referred to as the "Request Date". Such
repurchase shall be at an aggregate price (the "Section 8 Repurchase
Consideration") equal to the sum of:

(i) the aggregate Purchase Price paid by Grantee for any
shares of Issuer Common Stock acquired pursuant to complete or partial
exercise of the Option with respect to which Grantee then has
beneficial ownership;

(ii) the excess, if any, of (x) the Applicable Price (as
defined below) for each share of Issuer Common Stock over (y) the
Purchase Price (subject to adjustment pursuant to Section 7),
multiplied by the number of shares of Issuer Common Stock with respect
to which the Option has not been exercised; and

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<PAGE> 7

(iii) the excess, if any, of the Applicable Price over the
Purchase Price (subject to adjustment pursuant to Section 7) paid (or,
in the case of Option Shares with respect to which the Option has been
exercised but the Closing Date has not occurred, payable) by Grantee
for each share of Issuer Common Stock with respect to which the Option
has been exercised and with respect to which Grantee then has
beneficial ownership, multiplied by the number of such shares.

(b) If Grantee exercises its rights under this Section 8, Issuer
shall, within ten (10) business days after the Request Date, pay the Section 8
Repurchase Consideration to Grantee in immediately available funds, and
contemporaneously with such payment Grantee shall surrender to Issuer the
Option and the certificates evidencing the shares of Issuer Common Stock
purchased thereunder with respect to which Grantee then has beneficial
ownership, and Grantee shall warrant that it has sole record and beneficial
ownership of such shares and that the same are then free and clear of all
liens, claims, charges and encumbrances of any kind whatsoever.
Notwithstanding the foregoing, to the extent that prior notification to or
consent of any regulatory authority is required in connection with the payment
of all or any portion of the Section 8 Repurchase Consideration, or Issuer is
prohibited under applicable law or regulation, or as a consequence of
administrative policy, from repurchasing the Option and/or the Option Shares in
full, Issuer shall immediately so notify Grantee and thereafter deliver from
time to time, and as permitted by applicable law or regulation, that portion of
the Section 8 Repurchase Consideration that it is not then so prohibited from
paying within five business days after the date on which Issuer is no longer
prohibited; provided, however, that if Issuer at any time is prohibited under
applicable law or regulation, or as a consequence of administrative policy,
from delivering to the Grantee the Section 8 Repurchase Consideration, in full
(and Issuer hereby undertakes to use its best efforts to obtain all required
consents of regulatory authorities and to file any required notices as promptly
as practicable in order to accomplish such repurchase), the Grantee may, at its
option, revoke its request that Issuer repurchase the Option or the Option
Shares either in whole or to the extent of the prohibition, whereupon, in the
latter case, Issuer shall promptly (i) deliver to the Grantee that portion of
the Section 8 Repurchase Consideration that Issuer is not prohibited from
delivering; and (ii) deliver, to the Grantee either (A) a new Stock Option
Agreement evidencing the right of Issuer to purchase that number of shares of
Common Stock obtained by multiplying the number of shares of Common Stock for
which the surrendered Stock Option Agreement was exercisable at the time of
delivery of the notice of repurchase by a fraction, the numerator of which is
the Section 8 Repurchase Consideration less the portion thereof theretofore
delivered to the Grantee and the denominator of which is the Section 8
Repurchase Consideration, or (B) a certificate for the Option Shares it is then
prohibited from repurchasing.

Notwithstanding anything herein to the contrary, all of Grantee's
rights under this Section 8 shall terminate on the date of termination of this
Option pursuant to Section 3(a).

(c) For purposes of this Agreement, the "Applicable Price" means
the highest of: (i) the highest price per share of Issuer Common Stock paid
for any such share by the person or groups described in Section 8(d)(i) below;
(ii) the price per share of Issuer Common Stock received by holders of Issuer
Common Stock in connection with any merger or other business combination
transaction described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii) above; or (iii)
the highest last sales price per share of Issuer Common Stock quoted on the
NASDAQ/NMS (or if Issuer Common Stock is not quoted on the NASDAQ/NMS, the
highest bid price per share as quoted on the principal trading market or
securities exchange on which such shares are traded as reported by a recognized
source chosen by Grantee) during the sixty (60) business days preceding the
Request Date; provided, however, that in the event of a sale of less than all
of Issuer's assets, the Applicable Price shall be the sum of the price paid in
such sale for such assets and the current market value of the remaining assets
of Issuer as determined by a nationally recognized investment banking firm
selected by Grantee, divided by the number of shares of the Issuer Common Stock
outstanding at the time of such sale. If the consideration to be offered, paid
or received pursuant to either of the foregoing clauses (i) or (ii) shall be
other than in cash, the value of such consideration shall be determined in good
faith by an independent nationally recognized investment banking form selected
by Grantee and reasonably acceptable to Issuer, which determination shall be
conclusive for all purposes of this Agreement.

(d) As used herein, a "Repurchase Event" shall occur if (i) any
person (other than Grantee or any subsidiary of Grantee) shall have acquired
beneficial ownership of (as such term is defined in Rule 13d-3 promulgated
under the Exchange Act), or the right to acquire beneficial ownership of, or
any "group" (as such term is defined under the Exchange Act) shall have been
formed which beneficially owns or has the right to acquire

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<PAGE> 8

beneficial ownership of, 50% or more of the then outstanding shares of Issuer
Common Stock, or (ii) any of the transactions described in Section 7(b)(i),
7(b)(ii) or 7(b)(iii) above shall be consummated.

9. Division of Option. This Agreement (and the Option granted
hereby) are exchangeable, without expense, at the option of Grantee, upon
presentation and surrender of this Agreement at the principal office of Issuer
for other Agreements providing for Options of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Issuer Common Stock purchasable hereunder. The terms "Agreement" and "Option"
as used herein include any other Agreements and related Options for which this
Agreement (and the Option granted hereby) may be exchanged. Upon receipt by
Issuer of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Agreement, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Agreement, if mutilated, Issuer will execute and deliver a
new Agreement of like tenor and date. Any such new Agreement executed and
delivered shall constitute an additional contractual obligation on the part of
Issuer, whether or not the Agreement so lost, stolen, destroyed or mutilated
shall at any time be enforceable by anyone.

10. Miscellaneous.

(a) Expenses. Each of the parties hereto shall bear and pay all
costs and expenses incurred by it or on its behalf in connection with the
transactions contemplated hereunder, including fees and expenses of its own
financial consultants, investment bankers, accountants and counsel.

(b) Waiver and Amendment. Any provision of this Agreement may be
waived at any time by the party that is entitled to the benefits of such
provision if such waiver is in writing. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.

(c) Entire Agreement; No Third-Party Beneficiary; Severability.
This Agreement, together with the Merger Agreement and the other documents and
instruments referred to herein and therein, between Grantee and Issuer (a)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof and (b) is not intended to confer upon any person other
than the parties hereto (other than any transferees of the Option Shares or any
permitted transferee of this Agreement pursuant to Section 10(h)) any rights or
remedies hereunder. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or a federal or state
regulatory agency to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
If for any reason such court or regulatory agency determines that the Option
does not permit Grantee to acquire, or does not require Issuer to repurchase,
the full number of shares of Issuer Common Stock as provided in Sections 3 and
8 (as adjusted pursuant to Section 7), it is the express intention of Issuer to
allow Grantee to acquire or to require Issuer to repurchase such lesser number
of shares as may be permissible without any amendment or modification hereof.

(d) Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of Florida without regard to any
applicable conflicts of law rules.

(e) Descriptive Heading. The descriptive headings contained herein
are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.

(f) Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(with confirmation) or mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or a such other address
for a party as shall be specified by like notice):

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<PAGE> 9

If to Issuer to: Heritage Bancshares, Inc.
12988 South Cleveland Avenue
Fort Myers, Florida 33907

Attention: Leo R. Doerr

with a copy to: Smith, Gambrell & Russell
Suite 1800
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326-1010
Fax: (404) 264-2652

Attention: Robert C. Schwartz, Esq.

If to Grantee to: SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Fax: (205) 254-6695

Attention: Frederick W. Murray, Jr.
Executive Vice President

with a copy to: Bradley, Arant, Rose & White
2001 Park Place Tower
Suite 1400
Birmingham, Alabama 35203
Fax: (205) 251-8611

Attention: C. Larimore Whitaker, Esq.

(g) Counterparts. This Agreement and any amendments hereto may be
executed in two counterparts, each of which shall be considered one and the
same agreement and shall become effective when both counterparts have been
signed, it being understood that both parties need not sign the same
counterpart.

(h) Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder or under the Option shall be assigned by any
of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other party, except that Grantee may assign this
Agreement to a wholly owned subsidiary of Grantee and Grantee may assign its
rights hereunder in whole or in part after the occurrence of a Purchase Event.
Subject to the preceding sentence, this Agreement shall be binding upon, inure
to the benefit of and be enforceable by the parties and their respective
successors and assigns.

(i) Further Assurances. In the event of any exercise of the Option
by Grantee, Issuer and Grantee shall execute and deliver all other documents
and instruments and take all other action that may be reasonably necessary in
order to consummate the transactions provided for by such exercise.

(j) Specific Performance. The parties hereto agree that this
Agreement may be enforced by either party through specific performance,
injunctive relief and other equitable relief. Both parties further agree to
waive any requirement for the securing or posting of any bond in connection
with the obtaining of any such equitable relief and that this provision is
without prejudice to any other rights that the parties hereto may have for any
failure to perform this Agreement.

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<PAGE> 10

IN WITNESS WHEREOF, Issuer and Grantee have caused this
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the day and year first written above.

ATTEST: HERITAGE BANCSHARES, INC.

By: /s/ Bruce D. Green By: /s/ Leo R. Doerr
-------------------------- -------------------------------
Bruce D. Green Leo R. Doerr
Its Secretary Its President

[CORPORATE SEAL]

ATTEST: SOUTHTRUST CORPORATION

By: /s/ A.D. Barnard By: /s/ Alton E. Yother
-------------------------- -------------------------------
A.D. Barnard Alton E. Yother
Its Secretary Its Senior Vice President

[CORPORATE SEAL]