SOUTHTRUST CORP, S-4, 1994-05-12

SOUTHTRUST CORP
S-4, 1994-05-12
STATE COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on May 12, 1994

Registration No. 33-_______
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________

SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 6711 63-0574085
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 254-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_____________________

AUBREY D. BARNARD
SOUTHTRUST CORPORATION
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 254-5000
(Name, address, including zip code and telephone number, including area code,
of agent for service)

With copies to:
C. LARIMORE WHITAKER, ESQ. J. WARREN FRAZIER, ESQ.
BRADLEY, ARANT, ROSE & WHITE SHACKLEFORD, FARRIOR, STALLINGS & EVANS
1400 PARK PLACE TOWER 501 EAST KENNEDY BOULEVARD
2001 PARK PLACE SUITE 1400
BIRMINGHAM, ALABAMA 35203 TAMPA, FLORIDA 33602
(205) 521-8000 (813) 273-5000
_________________________ __________________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________________________________________________
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate offering registration
securities to be registered registered per unit price fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$2.50 per share . . . . . . . . . . . . 395,756 Shares
Rights to Purchase Series A Junior * $4,050,032.70** $1,396.56
Participating Preferred Stock . . . . . 175,891 Rights
____________________________________________________________________________________________________________________________________
</TABLE>
* Not Applicable
** Estimated solely for purposes of determining the amount of the
registration fee in accordance with Rule 457(f)(2) under the Securities
Act of 1933.
____________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________

<PAGE> 2

SOUTHTRUST CORPORATION

CROSS-REFERENCE SHEET SHOWING THE LOCATION IN THE
PROXY STATEMENT/PROSPECTUS OF INFORMATION REQUIRED
BY PART I OF FORM S-4 PURSUANT TO ITEM 501(b) OF REGULATION S-K

<TABLE>
<CAPTION>
Location or Heading In Proxy
Item Statement/Prospectus
---- --------------------------
<S> <C>
1. Forepart of Registration Statement and Forepart of Registration Statement and Outside Front Cover Page of
Outside Front Cover Page of Prospectus Prospectus

2. Inside Front and Outside Back Cover Pages of Available Information; Incorporation of Certain Documents by Reference;
Prospectus Table of Contents

3. Risk Factors, Ratio of Earnings to Fixed Summary
Charges and Other Information

4. Terms of the Transaction Summary; The Merger; Description of Capital Stock of SouthTrust; Comparison
of the Common Stock of SouthTrust and Bradenton; Certain Federal Income
Tax Considerations

5. Pro Forma Financial Information *

6. Material Contacts with the Company Being Summary; The Merger
Acquired

7. Additional Information Required for *
Reoffering by Persons and Parties Deemed to
be Underwriters

8. Interests of Named Experts and Counsel Legal Matters

9. Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities

10. Information With Respect to S-3 Registrants Summary

11. Incorporation of Certain Information by Incorporation of Certain Documents by Reference
Reference

12. Information With Respect to S-2 or S-3 *
Registrants

13. Incorporation of Certain Information by *
Reference

14. Information With Respect to Registrants *
Other Than S-3 or S-2 Registrants

15. Information With Respect to S-3 Companies *

16. Information With Respect to S-2 or S-3 *
Companies

17. Information With Respect to Companies Other Summary; Certain Information Concerning the Business of Bradenton and the
than S-2 or S-3 Companies Bank; Selected Financial Data of Bradenton; Management's Discussion and
Analysis of Financial Condition and Results of Operations; Index to the
Financial Statements of Bradenton

18. Information if Proxies, Consents or Introduction; Summary; The Merger; Additional Information
Authorizations are to be Solicited

19. Information if Proxies, Consents or *
Authorizations are not to be Solicited, or
in an Exchange Offer
</TABLE>
____________________________________________________________
* Not Applicable

<PAGE> 3
THE BANK OF BRADENTON
404 53RD AVENUE WEST
BRADENTON, FLORIDA 34206

_____________________________________________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

______________________________________________________________

Notice is hereby given that a Special Meeting of Shareholders of The
Bank of Bradenton, a Florida state banking association ("Bradenton"), will he
held on _________, 1994, at _____.M., local time, at the principal executive
offices of Bradenton at 404 53rd Avenue West, Bradenton, Florida, for the
following purposes (the "Special Meeting"):

1. To consider and vote upon the Agreement and Plan of
Merger dated as of January 31, 1994, as amended by Amendment No. 1 to
the Agreement and Plan of Merger dated as of April 27, 1994
(collectively, the "Merger Agreement"), a copy of which is annexed as
Exhibit A to the accompanying Proxy Statement/Prospectus, between
Bradenton and SouthTrust Bank of Sarasota County, a Florida state
banking association ("ST-Bank"), and joined in by SouthTrust
Corporation, a Delaware corporation ("SouthTrust"), and SouthTrust of
Florida, Inc., a Florida corporation and wholly-owned subsidiary of
SouthTrust ("ST-Sub"), whereby Bradenton will be merged with and into
ST-Bank and the shareholders of Bradenton will receive 2.14 shares of
common stock of SouthTrust (subject to appropriate adjustment in the
event of certain occurrences), in exchange for each outstanding share
of common stock of Bradenton, with cash being paid in lieu of any
fractional shares of common stock of SouthTrust, pursuant to and in
accordance with the terms and conditions of the Merger Agreement, all
as more fully described in the accompanying Proxy Statement/Prospectus;
and

2. To consider and act upon such other matters as may
properly come before the Special Meeting or any adjournment or
adjournments thereof.

Only those persons who were holders of record of the common stock of
Bradenton at the close of business on May 10, 1994, are entitled to notice of
and to vote at the Special Meeting and any adjournment thereof.

The Special Meeting may be adjourned from time to time without notice
other than announcement at the Special Meeting, or at any adjournment thereof,
and any business for which notice is hereby given may be transacted at any such
adjournment.

A Proxy Card and a Proxy Statement/Prospectus for the Special Meeting
are enclosed.

By Order of the Board of Directors

NORMAN J. PINARDI
President

Bradenton, Florida
_________, 1994

WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING OR NOT, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY SO THAT BRADENTON MAY BE ASSURED OF THE PRESENCE OF A
QUORUM AT THE SPECIAL MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

<PAGE> 4
PROXY STATEMENT/PROSPECTUS

Proxy Statement Of

THE BANK OF BRADENTON

For A Special Meeting Of Its Shareholders
To Be Held __________, 1994

____________________________________________________________

THIS PROXY STATEMENT INCLUDES THE PROSPECTUS OF

SOUTHTRUST CORPORATION

Relating To Up To 395,756 Shares Of Common Stock
(Par Value $2.50 Per Share)

TO BE ISSUED IN CONNECTION WITH A PROPOSED MERGER
OF THE BANK OF BRADENTON INTO SOUTHTRUST BANK OF
SARASOTA COUNTY, A WHOLLY-OWNED SUBSIDIARY OF
SOUTHTRUST OF FLORIDA, INC., A WHOLLY-OWNED
SUBSIDIARY OF SOUTHTRUST CORPORATION

_______________________________________________________

No person has been authorized to give any information or to make any
representation not contained in this Proxy Statement/Prospectus in connection
with the offer made hereby. If given or made, such information or representation
must not be relied upon as having been authorized by SouthTrust Corporation or
the Bank of Bradenton. This Proxy Statement/Prospectus does not constitute an
offer of any securities other than the shares to which it relates or an offer of
any kind to any person in any jurisdiction where such an offer would be
unlawful. Neither delivery of this Proxy Statement/Prospectus nor any sale made
hereunder shall under any circumstances create an implication that information
contained herein is correct as of any time subsequent to the date hereof. All
information contained in this Proxy Statement/Prospectus relating to SouthTrust
Corporation and its subsidiaries has been supplied by SouthTrust Corporation and
all information relating to the Bank of Bradenton has been supplied by the Bank
of Bradenton.

THIS PROXY STATEMENT/PROSPECTUS AND THE ACCOMPANYING FORM OF PROXY ARE
FIRST BEING MAILED TO SHAREHOLDERS OF BRADENTON ON OR ABOUT ____________, 1994.

______________________________________________________

THE SECURITIES OF SOUTHTRUST CORPORATION OFFERED IN CONNECTION WITH THE
MERGER DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT/PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Proxy Statement/Prospectus is _________, 1994.

<PAGE> 5
TABLE OF CONTENTS
Page

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . 25
Description of SouthTrust Capital Stock . . . . . . . . . . . . . . . . . . 26
Market and Dividend Information Respecting the Common Stock
of SouthTrust and Bradenton . . . . . . . . . . . . . . . . . . . . . . 31
Comparison of the Common Stock of SouthTrust and Bradenton . . . . . . . . 33
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . 35
Certain Information Concerning the Business of Bradenton . . . . . . . . . 40
Selected Financial Data of Bradenton . . . . . . . . . . . . . . . . . . . 41
Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . 41
Beneficial Ownership of Bradenton Common Stock . . . . . . . . . . . . . . 49
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . 50
Index to the Financial Statements of Bradenton . . . . . . . . . . . . . . F-1
Exhibit A - Agreement and Plan of Merger . . . . . . . . . . . . . . . . . A-1
Exhibit B - Florida Dissent Provisions . . . . . . . . . . . . . . . . . . B-1

AVAILABLE INFORMATION

SouthTrust Corporation, a Delaware corporation ("SouthTrust"), is
subject to the informational requirements of the Securities Exchange Act of 1934
(the "Exchange Act") and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Seven World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates.

SouthTrust has filed a Registration Statement on Form S-4 (herein,
together with all amendments thereto, called the "Registration Statement") with
the Commission under the Securities Act of 1933 (the "Securities Act"), with
respect to the shares of common stock of SouthTrust offered hereby. This Proxy
Statement/Prospectus does not contain all of the information and undertakings
set forth in the Registration Statement and the exhibits and schedules thereto.
For further information with respect to SouthTrust and the shares of common
stock of SouthTrust, reference is made to the Registration Statement and the
exhibits and schedules thereto. Statements contained in this Proxy
Statement/Prospectus as to the contents of any contract or other document
referred to are not necessarily complete, and in each instance reference is made
to a copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement and the exhibits and schedules
thereto may be inspected at the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies thereof may be obtained from the Public
Reference Section of the Commission at such address at prescribed rates.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE
AVAILABLE UPON REQUEST WITHOUT CHARGE FROM AUBREY D. BARNARD, SOUTHTRUST
CORPORATION, 420 NORTH 20TH STREET, BIRMINGHAM, ALABAMA 35203, TELEPHONE NUMBER
(205) 254-5000. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY __________, 1994. SEE "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."

<PAGE> 6
INTRODUCTION

GENERAL

This Proxy Statement/Prospectus is being furnished to the holders of
common stock, par value $8.00 per share ("Bradenton Common Stock"), of The Bank
of Bradenton, a Florida state banking association ("Bradenton"), in connection
with the solicitation of proxies by the Board of Directors of Bradenton for use
at a special meeting of shareholders of Bradenton to be held on __________,
1994, at ________.M., local time, at the principal executive offices of
Bradenton at 404 53rd Avenue West, Bradenton, Florida, and at any postponement
or adjournment thereof (the "Special Meeting").

The purpose of the Special Meeting is to consider and vote upon that
certain Agreement and Plan of Merger dated as of January 31, 1994, as amended by
Amendment No. 1 to Agreement and Plan of Merger dated as of April 27, 1994
(collectively, the "Merger Agreement"), between Bradenton and SouthTrust Bank of
Sarasota County, a Florida state banking association ("ST-Bank"), and joined in
by SouthTrust Corporation, a Delaware corporation ("SouthTrust"), and SouthTrust
of Florida, Inc., a Florida corporation and wholly-owned subsidiary of
SouthTrust ("ST-Sub"), providing for the merger of Bradenton into ST-Bank (the
"Merger") and the exchange in the Merger of each outstanding share of Bradenton
Common Stock for 2.14 shares of common stock, par value $2.50 per share, of
SouthTrust ("SouthTrust Common Stock"). No fractional shares of SouthTrust
Common Stock will be issued in the Merger, and, in lieu thereof, each holder of
shares of Bradenton Common Stock who otherwise would have been entitled to
receive a fractional share of SouthTrust Common Stock will be entitled to
receive a cash payment in an amount equal to the product of (i) the fractional
interest of a share of SouthTrust Common Stock to which such holder otherwise
would have been entitled and (ii) the last sales price of one share of
SouthTrust Common Stock as reported on the Automated Quotation System of the
National Association of Securities Dealers, Inc. - National Market System
("NASDAQ") on the last trading day immediately preceding the Effective Time of
the Merger (as defined below).

The 2.14 shares of SouthTrust Common Stock for which each share of
Bradenton Common Stock may be exchanged in the Merger had an aggregate market
value, based upon the average of the last sales price of SouthTrust Common Stock
for the five (5) trading days immediately preceding _________, 1994, of
approximately $______________________. See "DESCRIPTION OF SOUTHTRUST CAPITAL
STOCK- SouthTrust Common Stock" and "MARKET AND DIVIDEND INFORMATION RESPECTING
THE COMMON STOCK OF SOUTHTRUST AND BRADENTON." Because the number of shares of
SouthTrust Common Stock to be received for each share of Bradenton Common Stock
in the Merger is fixed, a change in the market price of SouthTrust Common Stock
before the Merger would affect the value of the SouthTrust Common Stock to be
received in the Merger in exchange for each share of Bradenton Common Stock.
However, Bradenton is not obligated to consummate the Merger in the event that
the last sales price of a share of SouthTrust Common Stock as reported by NASDAQ
on the last trading day immediately preceding the Effective Time of the Merger
is less than $16.00 per share. For additional information regarding the terms of
the Merger, see Exhibit A and "THE MERGER."

Subject to the approval of the Merger Agreement by the shareholders of
Bradenton and the satisfaction or waiver of all conditions contained in the
Merger Agreement, the Merger will become effective on the date and at the time
on which the Merger is deemed effective by each of the Florida Department of
Banking and Finance (the "Florida Department") and the Federal Deposit Insurance
Corporation ("FDIC") (the "Effective Time of the Merger"). It is anticipated
that such documents will be filed and the Merger will become effective on or
about __________, 1994.

This Proxy Statement/Prospectus was first sent or given to shareholders
of Bradenton on or about _________, 1994. SouthTrust has filed a Registration
Statement with the Commission with respect to the shares of SouthTrust Common
Stock to be issued pursuant to the Merger. This document also constitutes the
Prospectus of SouthTrust that is included as part of such Registration
Statement. All information contained in this Proxy Statement/Prospectus
pertaining to SouthTrust, ST-Sub, and ST-Bank was supplied by SouthTrust, and
all information contained in this Proxy Statement/Prospectus pertaining to
Bradenton was supplied by Bradenton.

<PAGE> 7
A copy of the Merger Agreement is attached hereto as Exhibit A, and the
description thereof contained in this Proxy Statement/Prospectus is qualified in
its entirety by reference to such Exhibit A.

VOTING AT THE SPECIAL MEETING.

The Board of Directors of Bradenton has fixed the close of business on
May 10, 1994 as the record date (the "Record Date") for the determination of
holders of shares of Bradenton Common Stock entitled to notice of and to vote at
the Special Meeting. On the Record Date, Bradenton had outstanding 184,933
shares of Bradenton Common Stock, which constituted the only outstanding class
of capital stock of Bradenton entitled to notice of and to vote at the Special
Meeting. The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Bradenton Common Stock entitled to vote is necessary
to constitute a quorum at the Special Meeting, and the affirmative vote of the
holders of a majority of the outstanding shares of Bradenton Common Stock
entitled to vote thereon is required to approve the Merger Agreement. Each
holder of record of shares of Bradenton Common Stock on the Record Date is
entitled to one vote for each share of such stock held of record.

As of the Record Date, Bradenton directors and executive officers (a
total of 8 persons) beneficially owned a total of 84,165 shares of Bradenton
Common Stock (exclusive of 7,800 shares of Bradenton Common Stock which may be
acquired by such persons pursuant to options), representing approximately 45.51%
of the shares of Bradenton Common Stock entitled to vote at the Special
Meeting. All such directors and officers have advised Bradenton that, as of
the date of the Proxy Statement/Prospectus, they intend to vote for approval of
the Merger Agreement.

THE BOARD OF DIRECTORS OF BRADENTON UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT. SEE "THE MERGER -
BACKGROUND OF THE MERGER; REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD OF
DIRECTORS OF BRADENTON; INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER."

A proxy in the form enclosed, properly completed and returned in time
for the voting thereof at the Special Meeting, with instructions specified
thereon, will be voted in accordance with such instructions. Only votes FOR a
particular matter constitute affirmative votes. Votes that are withheld or
abstain, including broker non-votes, with respect to a matter are counted for
quorum purposes, but since they are not cast for a particular matter such votes
have the same effect as negative votes. If no specification is made, a signed
proxy will be voted FOR approval of the Merger Agreement. A proxy may be revoked
at any time prior to its exercise (i) by filing with the Cashier of Bradenton
either an instrument revoking the proxy or a duly executed proxy bearing a later
date or (ii) by attending the Special Meeting and voting in person. Attendance
at the Special Meeting will not itself revoke a proxy.

In addition to the use of the mail, proxies may be solicited by
telephone, telegraph or personally by the directors, officers and employees of
Bradenton, who will receive no extra compensation for their services. The
expenses of such solicitation will be paid by Bradenton. Bradenton will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy soliciting material to
the beneficial owners of shares of Bradenton Common Stock.

SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ACCOMPANYING
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.

<PAGE> 8
SUMMARY

The following is a brief summary of certain information contained in or
incorporated by reference into this Proxy Statement/Prospectus with respect to
Bradenton, SouthTrust and its subsidiaries and the terms of the Merger. The
following summary is not intended to be complete and is qualified in all
respects by the information appearing elsewhere herein or incorporated by
reference into this Proxy Statement/Prospectus, the Exhibits hereto and the
documents referred to herein.

PARTIES TO THE MERGER

SouthTrust

SouthTrust is a regional bank holding company headquartered in
Birmingham, Alabama. As of March 31, 1994, SouthTrust had consolidated total
assets of approximately $15.1 billion, which ranked it as the largest bank
holding company headquartered in Alabama. Following the enactment of Alabama's
interstate banking legislation in 1987, SouthTrust has pursued a strategy of
acquiring banks and financial institutions throughout the major growth areas of
Florida, Georgia, North Carolina, South Carolina and Tennessee and offers a full
range of banking services through 39 bank subsidiaries operating more than 395
offices. SouthTrust, through its bank-related subsidiaries, also offers a range
of other services, including mortgage banking services, data processing services
and securities brokerage services. The largest bank subsidiary of SouthTrust is
SouthTrust Bank of Alabama, N.A., Birmingham, Alabama (the oldest predecessor of
which was incorporated in 1887), which had approximately $4.4 billion in total
assets as of March 31, 1994. Of SouthTrust's approximately $15.1 billion in
assets as of March 31, 1994, approximately $9.2 billion were in Alabama,
approximately $2.7 billion were in Georgia and approximately $2.4 billion were
in Florida.

SouthTrust has taken advantage of the passage of interstate banking
legislation by acquiring banks in major metropolitan markets in Florida,
Georgia, North Carolina, South Carolina and Tennessee. The effect of this
expansion has been to give SouthTrust access to metropolitan markets with
favorable prospects for growth of population, per capita income, and business
development opportunities.

During 1993, SouthTrust effected acquisitions of 14 financial
institutions, with total assets of approximately $1.3 billion. The following
table presents certain information with respect to acquisitions which are
currently pending as of the date of this Proxy Statement/Prospectus, including
the Merger:

Institution Location Total Total Total
----------- -------- Assets Deposits Loans*
------------ ------------ ------------
(in millions)
<S> <C> <C> <C> <C>
The Bank of Bradenton Bradenton, Florida $ 46.8 $ 42.3 $ 24.6
Community Bank of Charlotte Port Charlotte, Florida 38.7 29.7 33.1
Island Bank of Collier County Marco Island, Florida 29.3 24.9 14.0
Citrus National Bank Crystal River, Florida 35.7 32.1 22.2
First Columbus Community Bank
& Trust Company Columbus, Georgia 54.2 48.2 35.7
University State Bank Corp. Tampa, Florida 19.8 17.5 11.8
First Jefferson Corporation Biloxi, Mississippi 42.3 39.7 21.9
Home Banc, F.S.B. Atlanta, Georgia 304.8 265.6 246.1
- ----------------------------
*Net of unearned income
</TABLE>

SouthTrust anticipates accounting for each of these pending transactions
pursuant to the purchase method of accounting, with the exception of Bradenton,
Community Bank of Charlotte and First Community Bank & Trust Company, which will
be accounted for as pooling of interests. Consummation of the pending
transactions is subject, in each case, to, among other things, approval by
applicable regulatory authorities.

<PAGE> 9

As a routine part of its business, SouthTrust evaluates opportunities to
acquire bank holding companies, banks and other financial institutions. Thus,
at any particular point in time, including the date of this Proxy
Statement/Prospectus, discussions and, in some cases, negotiations and due
diligence activities looking toward or culminating in the execution of
preliminary or definitive documents respecting potential acquisitions may occur
or be in progress. These transactions may involve SouthTrust acquiring such
financial institutions in exchange for cash or capital stock, and depending upon
the terms of these transactions, they may have a dilutive effect upon the
SouthTrust Common Stock to be issued to holders of Bradenton Common Stock in the
Merger.

The principal executive offices of SouthTrust are located at 420 North
20th Street, Birmingham, Alabama 35203, and its telephone number is (205)
254-5000.

Bradenton

Bradenton was organized as a Florida state banking association in July
1986. Bradenton operates one full-service office serving customers in
Bradenton, Florida. Bradenton is a member of the Federal Reserve Bank and is a
member of and its deposits are insured by the Bank Insurance Fund ("BIF") of the
FDIC. Bradenton is subject to comprehensive regulation, examination and
supervision by the Board of Governors of the Federal Reserve System and the
Florida Department. See "CERTAIN INFORMATION CONCERNING THE BUSINESS OF
BRADENTON" and "SUPERVISION AND REGULATION."

The business of Bradenton consists primarily of attracting deposits from
the general public and using these funds, as well as loan repayments and
borrowings, to originate loans, primarily for individuals and small businesses.
Bradenton's primary market area for loans and deposits includes Manatee County,
Florida, and the total population of this county was approximately 223,500 as of
December 31, 1993.

Bradenton maintains its principal executive offices at 404 53rd Avenue
West, Bradenton, Florida and the telephone number at such office is (813)
755-1212.

SouthTrust of Florida, Inc.

ST-Sub, a Florida corporation, is a wholly-owned subsidiary of
SouthTrust. It owns eight banking subsidiaries in Florida.

SouthTrust Bank of Sarasota County

ST-Bank, a Florida state banking association, is a wholly-owned
subsidiary of ST-Sub. It operates five full service branches in Sarasota
County, Florida.

SPECIAL MEETING

The Special Meeting will be held at ________.m., local time, on
_________, 1994, at the principal executive offices of Bradenton at 404 53rd
Avenue West, Bradenton, Florida, to consider and vote upon the Merger Agreement.
Only holders of record of shares of Bradenton Common Stock as of the close of
business on May 10, 1994 will be entitled to notice of and to vote at the
Special Meeting, including any adjournment thereof.

<PAGE> 10
THE MERGER

Terms of the Merger

Subject to approval of the Merger Agreement by the shareholders of
Bradenton at the Special Meeting, the receipt of required regulatory approval,
and other conditions, Bradenton will be merged into ST-Bank pursuant to the
Merger Agreement, with ST-Bank being the resulting bank in the Merger (the
resulting bank being sometimes referred to herein as the "Resulting Bank"). At
the Effective Time of the Merger, each outstanding share of Bradenton Common
Stock will be converted into the right to receive 2.14 shares of SouthTrust
Common Stock, which exchange ratio is subject to appropriate adjustment in the
event of certain stock splits and stock dividends effected by SouthTrust. No
fractional shares of SouthTrust Common Stock will be issued in the Merger, and,
in lieu thereof, each holder of shares of Bradenton Common Stock that otherwise
would have been entitled to receive a fractional share of SouthTrust Common
Stock will be entitled to receive a cash payment in an amount equal to the
product of (i) the fractional interest of a share of SouthTrust Common Stock to
which such holder otherwise would have been entitled and (ii) the last sales
price of one share of SouthTrust Common Stock as reported on NASDAQ on the last
trading day immediately preceding the Effective Time of the Merger.

The 2.14 shares of SouthTrust Common Stock for which each outstanding
share of Bradenton Common Stock may be exchanged in the Merger had an aggregate
value, based upon the average of the last sales price of one share of SouthTrust
Common Stock for the five (5) trading days immediately preceding _________,
1994, of approximately $______________________.

As promptly as practicable after the Effective Time of the Merger,
SouthTrust or its agents shall send or cause to be sent to each former holder of
record of Bradenton Common Stock a letter of transmittal for use in exchanging
their stock certificates formerly representing such Bradenton Common Stock for
the right to receive certificates representing the appropriate number of shares
of SouthTrust Common Stock.

Vote Required

The affirmative vote of the holders of a majority of the outstanding
shares of Bradenton Common Stock is required to approve the Merger Agreement.
Directors and executive officers of Bradenton and their affiliates owned, as of
the Record Date, directly or indirectly, 84,165 shares of Bradenton Common
Stock, constituting approximately 45.51% of the shares of Bradenton Common Stock
outstanding on the Record Date for the Special Meeting. It is anticipated that
all of such shares will be voted for approval of the Merger Agreement.

Recommendation of the Board of Directors of Bradenton

THE MEMBERS OF THE BOARD OF DIRECTORS OF BRADENTON HAS UNANIMOUSLY
APPROVED THE MERGER AGREEMENT AND DETERMINED THAT THE MERGER IS FAIR, FROM A
FINANCIAL POINT OF VIEW, AND IS IN THE BEST INTEREST OF THE SHAREHOLDERS OF
BRADENTON. ACCORDINGLY, THE BOARD OF DIRECTORS OF BRADENTON RECOMMENDS THAT THE
SHAREHOLDERS OF BRADENTON VOTE IN FAVOR OF THE MERGER AGREEMENT. This
recommendation is based on a number of factors discussed in this Proxy
Statement/Prospectus. See "THE MERGER - Background of the Merger; Reasons for
the Merger; Recommendations of the Board of Directors of Bradenton."

Interests of Certain Named Persons in the Merger

The Merger Agreement provides that the Board of Directors of ST-Bank,
following the Merger, shall consist of those persons who are serving in such
capacity immediately prior to the Effective Time of the Merger, as well as those
persons who may be designated in writing by SouthTrust at or prior to the
Effective Time of the Merger, and the executive officers of ST-Sub shall be
those persons who are serving in such capacity immediately prior to the
Effective Time of the Merger, as well as those persons who may be designated in
writing by SouthTrust at or prior to the Effective Time of the Merger. Pursuant
to the Merger Agreement, SouthTrust has designated George T. Smith, the Chairman
of the Board of Directors of Bradenton, as a director of ST-Bank, and Norman
Pinardi, the President of Bradenton and one of its directors, as an executive
officer of ST-Bank, following the Effective Time of the Merger.

<PAGE> 11

The Merger Agreement provides that as of or prior to the Effective Time of the
Merger, SouthTrust will seek to execute a replacement employment agreement with
Mr. Norman Pinardi, which will supersede his existing employment agreement with
Bradenton. ST-Bank and Mr. Pinardi have agreed upon an employment agreement
for a three year term as an executive officer of ST-Bank at an annual
compensation of $102,000 through June 30, 1994, and at an annual compensation
of $107,500 thereafter through June 30, 1996. Mr. Lloyd Geiger, Executive Vice
President and Cashier of Bradenton, and a director of Bradenton, will be
employed as Vice President, Chief Financial Officer and Cashier of ST-Bank
following the Effective Time of the Merger. ST-Bank has also agreed to employ
Ms. Beverly Albritton as Assistant Vice President of Loan Operations of ST-Bank
following the Effective Time of the Merger.

The parties have agreed in the Merger Agreement that as of the Effective
Time of the Merger, those certain officer benefit plans (the "Officer Benefit
Plans") between Bradenton and Messrs. Pinardi and Geiger, dated June 13, 1989
and June 12, 1990, respectively, shall be canceled and terminated, and the
respective lump sum amounts calculated in accordance with such Officer Benefit
Plans shall be paid to Messrs. Pinardi and Geiger, and either Bradenton shall
assign to Messrs. Pinardi and Geiger the key man insurance policies insuring
their respective lives in exchange for Messrs. Pinardi and Geiger paying to
Bradenton the cash surrender value thereof, or Bradenton shall retain such
policies, including the cash surrender value thereof; provided, however, that if
Mr. Pinardi and SouthTrust or one of its affiliates shall execute a replacement
employment agreement, and if Mr. Geiger and SouthTrust or one of its affiliates
shall execute a mutually satisfactory employment agreement, the Officer Benefit
Plans will remain in full force and effect and will be assumed by ST-Bank.

The Merger Agreement further provides that the Bylaws of Bradenton with
respect to the indemnification of officers, directors, employees and agents of
Bradenton will be amended to conform to the basic indemnification provisions set
forth in the Florida Business Corporation Act. ST-Sub shall insure that all the
rights to indemnification and all limitations of liabilities existing in favor
of the officers, directors or employees of Bradenton, as contained in the Bylaws
of Bradenton, as so amended, shall continue in full force and effect with
respect to claims or liabilities arising from facts or events existing or
occurring prior to the Effective Time of the Merger for a period of four years
after the Effective Time of the Merger.

See "THE MERGER - Interests of Certain Named Persons in the Merger" and
"THE MERGER - Business and Management of Bradenton Following the Merger; Plans
for Business of Bradenton."

Regulatory Approvals and Certain Other Conditions to the Merger; Waiver and
Amendment

The Merger is subject to approval by the Florida Department and the
FDIC. On or about March 17, 1994, SouthTrust filed a merger application under
Section 658.41 of the Florida Banking Code with the Florida Department and an
application under Section 18(c) of the Bank Merger Act with the FDIC on March
22, 1994, seeking approval to merge Bradenton into ST-Bank. Neither the Florida
Department nor the FDIC has, as yet, acted upon these applications. The Merger
of Bradenton into ST-Bank cannot be consummated until approval is obtained from
the Florida Department and for thirty (30) days after approval thereof by the
FDIC, and during such thirty day period, the United States Department of Justice
(the "Justice Department") may challenge the Merger of Bradenton into ST-Bank on
antitrust grounds.

The respective obligations of ST-Bank and Bradenton to consummate the
Merger are subject to the satisfaction of certain conditions, including, among
others, (i) the receipt of all required regulatory approvals with respect to the
Merger, (ii) the approval of the Merger Agreement by the requisite vote of
Bradenton's shareholders, and (iii) certain other conditions customary in
transactions of this kind. Assuming that all conditions to the Merger
contained in the Merger Agreement are satisfied or waived and that the Merger
Agreement has not been terminated, the Merger Agreement provides that the Merger
shall not be consummated until within ten (10) days of the later to occur of (i)
the approval of the transactions pursuant to the Merger Agreement by all
required regulatory authorities, and (ii) approval by the shareholders of
Bradenton of the Merger Agreement.

<PAGE> 12
are intended for its own benefit. In addition, the Merger Agreement may be
amended by written instrument signed on behalf of each of the parties thereto.

See "THE MERGER - Regulatory Approvals and Certain Other Conditions to
the Merger; Waiver and Amendment."

Termination

The Merger Agreement may be terminated at any time prior to the
Effective Time of the Merger: (i) by the mutual consent in writing of SouthTrust
and Bradenton or, (ii) by either SouthTrust or Bradenton individually, under
certain specified circumstances, including if the Merger shall not have occurred
on or prior to June 30, 1994, provided that the failure to consummate the Merger
on or before such date is not caused by a breach of the Merger Agreement by the
party seeking to terminate. See "THE MERGER - Termination."

Effective Time of the Merger

The Merger will become effective on the date and at the time on which
the Merger is deemed effective by each of the Florida Department and the FDIC.
Unless otherwise agreed, the Merger will become effective on the tenth (10th)
business day following the later to occur of: (i) the effective date of the last
required consent of any regulatory approval and (ii) the date on which the
Bradenton shareholders approve the Merger Agreement. Subject to satisfaction of
the conditions contained in the Merger Agreement, the parties currently
anticipate that the Merger will become effective on or about
______________________, 1994, although there can be no assurance as to whether
or when the Merger will become effective. See "THE MERGER - Effective Time of
the Merger."

RIGHTS OF DISSENT AND APPRAISAL

By following the procedures set forth elsewhere in this Proxy
Statement/Prospectus, a holder of shares of Bradenton Common Stock is entitled
to dissent from the Merger and demand the fair value of the shares of Bradenton
Common Stock held by such holder in cash. See "THE MERGER - Rights of Dissent
and Appraisal."

COMPARATIVE STOCK PRICES

SouthTrust Common Stock is traded in the over-the-counter market through
the facilities of NASDAQ. The market for shares of Bradenton Common Stock is not
active, and, during the last two years, the sales price of shares of Bradenton
Common Stock of which Bradenton had knowledge ranged from $21.00 to $32.00 per
share. The last sale of shares of Bradenton Common Stock known to Bradenton
occurred on May 10, 1994, at a sales price of $32.00 per share.

The following table sets forth applicable last sales prices, and pro
forma equivalents based upon such last sales prices, for SouthTrust Common Stock
as of selected dates.

<TABLE>
<CAPTION>
SouthTrust SouthTrust
Common Stock Common Stock
Last Sales Price Equivalent (4)
---------------- --------------
<S> <C> <C> <C>
(1) September 15, 1993 . . . . . . . . . . . . . . . . . . . . $ 19.38 $ 41.46
--------------- -------------
(2) January 28, 1994 . . . . . . . . . . . . . . . . . . . . . $ 18.75 $ 40.13
--------------- -------------
(3) [date] . . . . . . . . . . . . . . . . . . . . . . . . . . $ $
--------------- -------------
</TABLE>
__________________________

(1) Last trading day preceding the announcement of the execution of the
non-binding letter of intent.
(2) Last trading day preceding the execution of the Merger Agreement.
(3) Most recent date practicable preceding the date of this Proxy
Statement/Prospectus.
(4) Pro forma equivalents calculated using the historical last sales price
for SouthTrust Common Stock as of the selected date multiplied by the
conversion ratio of 2.14 shares of SouthTrust Common Stock per share of
Bradenton Common Stock.

<PAGE> 13
Bradenton's shareholders are advised to obtain current market quotations
for or information regarding SouthTrust Common Stock and Bradenton Common Stock.
No assurance can be given as to the market price of SouthTrust Common Stock or
the value of Bradenton Common Stock at any time before the Effective Time of the
Merger or as to the market price of SouthTrust Common Stock at any time
thereafter. Because the exchange ratio of Bradenton Common Stock for SouthTrust
Common Stock is fixed, it will not compensate Bradenton's shareholders for
decreases in the market price of SouthTrust Common Stock which could occur
before the Effective Time of the Merger. As a result, in the event the market
price for SouthTrust Common Stock decreases, the value of the SouthTrust Common
Stock to be received in the Merger in exchange for Bradenton Common Stock would
decrease. However, Bradenton is not obligated to consummate the Merger in the
event that the last sales price of SouthTrust Common Stock as reported by NASDAQ
on the last trading day immediately preceding the Effective Time of the Merger
is less than $16.00 per share. Conversely, in the event the market price of
SouthTrust Common Stock increases, the value of the SouthTrust Common Stock to
be received in the Merger in exchange for Bradenton Common Stock would increase.

See "MARKET AND DIVIDEND INFORMATION RESPECTING THE COMMON STOCK OF
SOUTHTRUST AND BRADENTON."

RESALE OF SOUTHTRUST COMMON STOCK RECEIVED IN THE MERGER

The shares of SouthTrust Common Stock to be issued pursuant to the
Merger Agreement have been registered under the Securities Act, thereby allowing
such shares to be sold without restriction by shareholders of Bradenton who are
not deemed to be "affiliates" (as that term is defined in the rules under the
Securities Act) of Bradenton and who do not become affiliates of SouthTrust. The
shares of SouthTrust Common Stock to be issued to affiliates of Bradenton may be
resold only pursuant to an effective registration statement, pursuant to Rule
145 under the Securities Act, or in transactions otherwise exempt from
registration under the Securities Act. SouthTrust will not be obligated and does
not intend to register its shares under the Securities Act for resale by
shareholders who are affiliates. Provided that an affiliate of Bradenton
otherwise complies with Rule 145, and subject to the undertaking described
below, such an affiliate will be free to resell, during any given three month
period, all of the shares of Southtrust Common Stock received in the Merger.

At or prior to the Effective Time of the Merger, each such person deemed
an affiliate of Bradenton will deliver to SouthTrust a letter agreement
pertaining to the limitations on the transferability of such affiliate's shares
of SouthTrust Common Stock acquired in the Merger, and whereby such affiliate
shall represent and warrant, inter alia, that he or she shall not sell, pledge,
transfer, or otherwise dispose of such shares of SouthTrust Common Stock (i) in
violation of the Securities Act or the rules and regulations thereunder, and
(ii) until such time as financial results covering at least thirty (30) days of
combined operations of Bradenton and SouthTrust have been published within the
meaning of Section 201.01 of the Commission's Codification of Financial
Reporting Policies.

See "THE MERGER - Resale of SouthTrust Common Stock Received in the
Merger."

DIFFERENCES IN RIGHTS OF BRADENTON SHAREHOLDERS

Upon consummation of the Merger, Bradenton shareholders will become
SouthTrust stockholders. As a result, their rights as shareholders, which now
are governed by the Florida Banking Code and, to the extent not inconsistent
therewith, the Florida Business Corporation Act and Bradenton's Articles of
Incorporation and Bylaws, will be governed by Delaware corporate law and
SouthTrust's Restated Certificate of Incorporation and Bylaws. Because of
certain differences between the provisions of the Florida Banking Code and
Delaware corporate law and of Bradenton's Articles of Incorporation and Bylaws
and SouthTrust's Restated Certificate of Incorporation and Bylaws, the current
rights of Bradenton shareholders will change after the Merger. Some of these
differences include anti-takeover provisions. See "COMPARISON OF THE COMMON
STOCK OF SOUTHTRUST AND BRADENTON."

10
<PAGE> 14
ACCOUNTING TREATMENT

The Merger will be accounted for by SouthTrust as a pooling of
interests. See "THE MERGER - Accounting Treatment."

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Bradenton has received an opinion of Bradley, Arant, Rose & White to the
effect that, for federal income tax purposes, (i) the Merger will qualify as a
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"); (ii) no gain or loss will be recognized by the holders of
shares of Bradenton Common Stock who received shares of SouthTrust Common Stock
in the Merger, except in connection with the receipt of cash in lieu of
fractional interests in shares of SouthTrust Common Stock; and (iii) cash
received by holders of shares of Bradenton Common Stock in lieu of fractional
interests in shares of SouthTrust Common Stock will be treated as having been
received as distributions in full payment in exchange for the fractional share
interests in shares of SouthTrust Common Stock which they would otherwise be
entitled to receive. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."

THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES MAY VARY FOR EACH HOLDER
OF SHARES OF BRADENTON COMMON STOCK. ALL HOLDERS OF SHARES OF BRADENTON COMMON
STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS.

EQUIVALENT SHARE DATA

The following summary presents certain unaudited comparative historical,
pro forma combined and pro forma equivalent per share data for both SouthTrust
and Bradenton. The pro forma amounts assume the Merger was effective as of the
commencement of the periods presented and was accounted for as a pooling of
interests. SouthTrust's pro forma amounts represent the combined pro forma
results, and Bradenton pro forma equivalent amounts are computed by multiplying
the pro forma amounts by a factor of 2.14 to reflect the exchange ratio in the
Merger of 2.14 shares of SouthTrust Common Stock for each share of Bradenton
Common Stock. The data presented should be read in conjunction with the
historical financial statements and the related notes thereto included elsewhere
herein or incorporated by reference herein.

<TABLE>
<CAPTION>
Year Ended Three Months
December 31, Ended
---------------------------------- ----------------
1993 1992 1991 March 31, 1994
------- -------- -------- ---------------
<S> <C> <C> <C> <C>
Net income (loss) per common share:
SouthTrust $ 1.94 $ 1.66 $ 1.42 $ 0.51
Bradenton (1) 2.58 2.47 1.96 0.54
SouthTrust pro forma combined 1.93 1.65 1.42 0.51
Bradenton pro forma equivalent 4.13 3.54 3.04 1.09

Cash dividends per common share:
SouthTrust $ 0.60 $ 0.52 $ 0.48 $ 0.17
Bradenton 0.14 0.13 0.12 0.00
Bradenton pro forma equivalent 1.28 1.11 1.03 0.36
</TABLE>

<TABLE>
<CAPTION>
Three Months
Ended
Year Ended December, 1993 March 31, 1994
--------------------------------- ------------------
<S> <C> <C>
Book value per common share (period end):
SouthTrust $ 13.25 $ 13.45
Bradenton (1) 21.44 21.90
SouthTrust pro forma combined 13.23 13.43
Bradenton pro forma equivalent 28.31 28.75
</TABLE>
__________________________________
(1) Adjusted to reflect 30% stock dividend effected on January 1, 1993.

<PAGE> 15

SELECTED FINANCIAL DATA

The following tables set forth certain selected historical financial
information for Bradenton and certain selected historical consolidated financial
information for SouthTrust. The historical income statement data included in the
selected financial data for the five most recent fiscal years are derived from
audited financial statements of Bradenton and audited consolidated financial
statements of SouthTrust. This information should be read in conjunction with
the financial statements of Bradenton and consolidated financial statements of
SouthTrust, and the related notes thereto, included in documents included
elsewhere herein or incorporated herein by reference. See "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE."

SOUTHTRUST CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
Three Months
Years Ended December 31, Ended March 31,
--------------------------------------------------- ---------------------
1993 1992 1991 1990 1989 1994 1993
------ ------ ------- ------ ------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
(in thousands except per share data):
Interest income $ 927,551 $ 828,080 $ 823,725 $ 776,661 $ 684,624 $ 238,207 $ 224,332
Interest expense 397,743 382,930 474,453 498,329 450,147 99,881 96,320
--------- --------- --------- --------- ---------- --------- ---------

Net interest income 529,808 445,150 349,272 278,332 234,477 138,236 128,012
Provision for loan losses 45,032 43,305 38,042 44,635 21,166 10,189 11,305
--------- --------- --------- --------- ---------- --------- ---------

Net interest income after provision
for loan losses 484,776 401,845 311,230 233,697 213,311 128,137 116,707

Non-interest income 174,702 136,683 108,881 91,084 78,686 46,822 38,081

Non-interest expense 434,951 373,636 296,796 234,713 200,147 113,405 103,175
--------- --------- --------- --------- ---------- --------- ---------

Income before income taxes 224,527 164,892 123,315 90,068 91,850 61,554 51,613

Provisions for income taxes 73,992 50,646 33,309 20,360 19,075 20,817 16,769
--------- --------- --------- --------- ---------- --------- ---------

Net income $ 150,535 $ 114,246 $ 90,006 $ 69,708 $ 72,775 $ 40,737 $ 34,844
========= ========= ========= ========= ========== ========= =========

Net income per common share and
common share equivalent $ 1.94 $ 1.66 $ 1.42 $ 1.14 $ 1.21 $ 0.51 $ 0.46

Cash dividends declared per
common share 0.60 0.52 0.48 0.46 0.43 0.17 0.15

Average common shares and
common share equivalents
outstanding 77,772 68,948 63,255 61,148 60,077 79,847 76,245

BALANCE SHEET DATA (at period end)
(in millions):
Total assets $14,708.0 $12,714.4 $10,158.1 $ 9,005.9 $ 7,763.2 $15,081.0 $13,427.7

Total loans net of unearned income 9,448.3 7,546.6 5,965.0 5,531.4 4,690.5 9,849.4 8,121.5

Total deposits 11,515.4 10,082.3 8,277.2 7,228.0 6,054.5 11,538.3 10,651.9

Total stockholders' equity 1,051.8 860.4 662.0 549.6 507.1 1,068.6 923.6
</TABLE>

12
<PAGE> 16
THE BANK OF BRADENTON

<TABLE>
<CAPTION>
Three Months
Years Ended December 31, Ended March 31,
----------------------------------------------------- -------------------
1993 1992 1991 1990 1989 1994 1993
-------- -------- --------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
(in thousands except per share data):
Interest income $ 3,056 $ 3,271 $ 3,421 $ 3,087 $ 2,583 $ 731 $ 766

Interest expense 983 1,332 1,914 1,767 1,520 237 254
-------- -------- --------- --------- --------- -------- ---------

Net interest income 2,073 1,939 1,507 1,320 1,063 494 512

Provision for loan losses 33 203 106 72 100 1 20
-------- -------- --------- --------- --------- -------- ---------

Net interest income after provision
for loan losses 2,040 1,736 1,401 1,248 963 493 492

Non-interest income 231 245 185 133 125 58 49

Non-interest expense 1,536 1,329 1,110 958 800 397 378
-------- -------- --------- --------- --------- -------- ---------

Income before income taxes 735 652 476 423 288 154 163

Provision for income taxes 261 222 153 154 99 55 57
-------- -------- --------- --------- --------- -------- ---------

Net income (loss) $ 474 $ 430 $ 323 $ 269 $ 189 $ 99 $ 106
======== ======== ========= ========= ========= ======== =========

Net income (loss) per common share $ 2.58 $ 2.47 $ 1.96 $ 1.73 $ 1.29 $ 0.54 $ 0.58

Cash dividends declared
per common share 0.14 0.13 0.12 0.11 0.10 0.00 0.00

Average common shares outstanding(1) 183,687 174,002 164,530 155,641 146,544 184,933 183,308

BALANCE SHEET DATA (at period end)
(in millions):
Total assets $ 46.0 $ 45.4 $ 39.7 $ 32.6 $ 27.0 $ 48.5 $ 44.0

Total loans net of unearned income 24.6 22.8 20.5 18.0 14.5 24.6 23.3

Total deposits 41.7 41.5 36.5 29.7 24.7 43.9 40.0

Total stockholders' equity 4.0 3.5 2.8 2.4 1.9 4.1 3.6
</TABLE>

_________________________________________________________

(1) Adjusted to reflect 30% stock dividend effected on January 1, 1993

13
<PAGE> 17
THE MERGER

The terms of the Merger are set forth in the Merger Agreement. The
description of the Merger which follows summarizes the principal
provisions of the Merger Agreement, is not complete and is qualified in
all respects by reference to the Merger Agreement, a copy of which is
attached hereto as Exhibit A.

GENERAL

The Merger Agreement has been approved by the Boards of Directors of
Bradenton, SouthTrust, ST-Sub and ST-Bank, and by ST-Sub as the sole shareholder
of ST-Bank. No approval of the Merger by the stockholders of SouthTrust is
required.

Pursuant to the Merger Agreement, Bradenton will be merged with and into
ST-Bank pursuant to the Florida Banking Code, and ST-Bank shall be the resulting
bank (the "Resulting Bank"). Upon the effectiveness of the Merger, each
outstanding share of Bradenton Common Stock shall be converted into the right to
receive 2.14 shares of SouthTrust Common Stock. No fractional shares of
SouthTrust Common Stock will be issued in the Merger, and, in lieu thereof, each
holder of shares of Bradenton Common Stock that otherwise would have been
entitled to receive a fractional share of SouthTrust Common Stock will be
entitled to receive a cash payment in an amount equal to the product of (i) the
fractional interest of a share of SouthTrust Common Stock to which such holder
otherwise would have been entitled and (ii) the last sales price of one share of
SouthTrust Common Stock as reported by NASDAQ on the last trading day preceding
the Effective Time of the Merger.

Subject to the approval of the Merger Agreement by the shareholders of
Bradenton and the satisfaction or waiver of the conditions contained in the
Merger Agreement, the Merger Agreement provides that the Merger will become
effective on the date and at the time on which the Merger is deemed effective by
each of the Florida Department and the FDIC. Subject to the terms and
conditions of the Merger Agreement and unless otherwise agreed upon by
SouthTrust and Bradenton, the Effective Time of the Merger will be the tenth
(10th) business day after the later to occur of (i) the approval of the
transactions pursuant to the Merger Agreement by all required regulatory
authorities, and (ii) approval by the shareholders of Bradenton of the Merger.

BACKGROUND OF THE MERGER; REASONS FOR MERGER; RECOMMENDATION OF THE BOARD OF
DIRECTORS OF BRADENTON

In June 1993, representatives of the Board of Directors of Bradenton
were approached by representatives of SouthTrust regarding a possible
acquisition of Bradenton. Discussions between representatives of the Board of
Directors of Bradenton and representatives of SouthTrust regarding a possible
business combination continued and culminated in the execution of a non-binding
letter of intent on September 15, 1993. The letter of intent provided, subject
to certain conditions, that Bradenton would be acquired by SouthTrust or one of
its subsidiaries in a transaction in which the shareholders of Bradenton would
receive 2.14 shares of SouthTrust Common Stock for each outstanding share of
Bradenton Common Stock.

Following the execution of the letter of intent, representatives of
SouthTrust and Bradenton conducted various due diligence activities and
negotiated the terms and conditions to be included in a definitive merger
agreement. At a special meeting held on January 31, 1994, the Board of Directors
of Bradenton met to review and consider the Merger Agreement. At such special
meeting, the Board of Directors unanimously voted for the Merger and the Merger
Agreement. The Merger Agreement between Bradenton and ST-Bank and joined in by
SouthTrust and ST-Sub was executed as of January 31, 1994.

The 2.14 shares of SouthTrust Common Stock to be exchanged for each
share of Bradenton Common Stock reflect prices that were negotiated on an
arm's-length basis between representatives of Bradenton and representatives of
SouthTrust. There was no affiliation between Bradenton and its representatives,
on the one hand, and SouthTrust, ST-Sub and ST-Bank, and their representatives,
on the other hand, prior to the execution of the Merger Agreement.

The Board of Directors of Bradenton considered a variety of factors in
evaluating and approving the Merger and the Merger Agreement, including (a)
alternatives to the Merger, including remaining an independent institution

14
<PAGE> 18
in light of the current economic condition of the market and the competitive
disadvantages as compared to the larger financial institutions operating in the
market; (b) the value of the consideration to be received by Bradenton's
shareholders relative to the book value and earnings per share of Bradenton
Common Stock; (c) certain information concerning the financial condition,
results of operations and business prospects of Bradenton and SouthTrust; (d)
the financial terms of recent business combinations in the financial services
industry and a comparison of the multiples of selected combinations with the
terms of the proposed transaction with SouthTrust; (e) the marketability of
Bradenton Common Stock; (f) the competitive and regulatory environment for
financial institutions generally; (g) the fact that the Merger will enable
Bradenton shareholders to exchange their shares of Bradenton Common Stock for
shares of common stock of a larger combined entity, the stock of which is more
widely held and more actively traded; (h) SouthTrust's ability to provide
comprehensive financial services in relevant markets; and (i) SouthTrust's
human resources and personnel policies and practices. The Board of Directors
did not assign any relative weights to the above factors, but it considered all
of such factors to be material. The Board of Directors of Bradenton believes
that it appropriately addressed all of the relevant concerns in the proposed
transaction with SouthTrust, and it concluded that the terms of the transaction
with SouthTrust are fair to the shareholders of Bradenton from a financial
point of view. For these reasons, the Board of Directors of Bradenton did not
engage a financial advisor to issue an opinion that the transaction is fair,
from a financial point of view, to the shareholders of Bradenton. Based on
these factors, the Board of Directors of Bradenton has determined that the
Merger is in the best interests of the shareholders of Bradenton and has
approved the Merger Agreement.

SouthTrust is engaging in the transactions pursuant to the Merger
because the Merger and the Subsidiary Merger are consistent with its expansion
strategy within the southeastern United States and because the acquisition of
Bradenton will augment SouthTrust's existing market share in southwest Florida
and enhance its competitive position in such market.

INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER

The Merger Agreement provides that the Board of Directors of ST-Bank,
following the Merger, shall consist of those persons who are serving in such
capacity immediately prior to the Effective Time of the Merger, as well as those
persons who may be designated in writing by SouthTrust at or prior to the
Effective Time of the Merger, and the executive officers of ST-Bank shall be
those persons who are serving in such capacity immediately prior to the
Effective Time of the Merger, as well as those persons who may be designated in
writing by SouthTrust at or prior to the Effective Time of the Merger. Pursuant
to the Merger Agreement, SouthTrust designated George T. Smith, the Chairman of
the Board of Directors of Bradenton, as a director of ST-Bank following the
Effective Time of the Merger, and Norman Pinardi, the President of Bradenton and
one of its directors, as the Manatee County President of ST-Bank following the
Effective Time of the Merger.

The Merger Agreement provides that as of or prior to the Effective Time of the
Merger, SouthTrust will seek to execute a replacement employment agreement with
Mr. Norman Pinardi, the President of Bradenton, which will supersede his
existing employment agreement with Bradenton. ST-Bank and Mr. Pinardi have
agreed upon an employment agreement for a three year term as an executive
officer of ST-Bank at an annual compensation of $102,000 through June 30, 1994,
and at an annual compensation of $107,500 thereafter through June 30, 1996.
Mr. Lloyd Geiger, Executive Vice President and Cashier of Bradenton, and
a director of Bradenton, will be employed as Vice President, Chief Financial
Officer and Cashier of ST-Bank following the Effective Time of the Merger.
ST-Bank has also agreed to employ Ms. Beverly Albritton as Assistant Vice
President of Loan Operations of ST-Bank following the Effective Time of the
Merger.

The parties have agreed in the Merger Agreement that as of the Effective
Time of the Merger, the Officer Benefit Plans between Bradenton and Messrs.
Pinardi and Geiger shall be canceled and terminated, and the respective lump sum
amounts calculated in accordance with such Officer Benefit Plans shall be paid
to Messrs. Pinardi and Geiger, and either Bradenton shall assign to Messrs.
Pinardi and Geiger the key man insurance policies

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<PAGE> 19
insuring their respective lives in exchange for Messrs. Pinardi and Geiger
paying to Bradenton the cash surrender value thereof, or Bradenton shall retain
such policies, including the cash surrender value thereof; provided, however,
that if Mr. Pinardi and SouthTrust or one of its affiliates shall execute a
replacement employment agreement, and if Mr. Geiger and SouthTrust or one of
its affiliates shall execute a mutually satisfactory employment agreement, the
Officer Benefit Plans will remain in full force and effect and will be assumed
by ST-Bank.

The Merger Agreement further provides that the Bylaws of Bradenton with
respect to the indemnification of officers, directors, employees and agents of
Bradenton will be amended to conform to the basic indemnification provisions set
forth in the Florida Business Corporation Act. ST-Sub shall insure that all
rights to indemnification and all limitations of liabilities existing in favor
of the officers, directors or employees as contained in the Bylaws of Bradenton,
as so amended, shall continue in full force and effect with respect to claims or
liabilities existing or arising prior to the Effective Time of the Merger for a
period of four years after the Effective Time of the Merger.

The parties have agreed in the Merger Agreement that appropriate steps
shall be taken to terminate all employee benefit plans of Bradenton, other than
the Bradenton Profit Sharing Plan (the "Bradenton PS Plan"), as of the Effective
Time of the Merger or as promptly as practicable thereafter. Following the
termination of all such plans (other than the Bradenton PS Plan), SouthTrust has
agreed to cover the officers and employees of Bradenton who are employed by
ST-Bank under employee benefit plans of SouthTrust, 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 Bradenton's group medical and
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 Bradenton
prior to the Effective Time of the Merger 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; and (2)
establishing eligibility for participation in and vesting under 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, such credit for
past service shall not be given to any such employee for purposes of
establishing eligibility for participation in the 1990 Discounted Stock Plan of
SouthTrust.

The Merger Agreement further provides that the Bradenton PS Plan will be
amended so that all participants therein as of the Effective Time of the Merger
will be fully vested in their accounts. The Bradenton PS Plan will either be
merged into SouthTrust Corporation Employee's Profit Sharing Plan ("ST PS Plan")
effective as of the January following the Effective Time of the Merger, or, if
so elected by SouthTrust, terminated after the Effective Time of the Merger.

SouthTrust has further agreed that, from and after the January 1
following the Effective Time of the Merger, for purposes of determining
eligibility to participate in, and vesting in accrued benefits under the ST PS
Plan and the SouthTrust Corporation Revised Retirement Income Plan (the "ST
Retirement Plan"), employment with Bradenton shall be credited as if it were
employment with SouthTrust, but such service shall not be credited for purposes
of determining benefit accrual under the ST Retirement Plan.

EFFECT OF MERGER ON BRADENTON COMMON STOCK AND BRADENTON STOCK OPTIONS

At the Effective Time of the Merger, each outstanding share of Bradenton
Common Stock, other than shares of Bradenton Common Stock held by shareholders
who have dissented from the Merger, as discussed below, and any shares of
Bradenton Common Stock held in Bradenton's treasury, shall be converted into the
right to receive 2.14 shares of SouthTrust Common Stock, which exchange ratio is
subject to appropriate adjustment in the event of stock splits and stock
dividends effected by SouthTrust. No fractional shares of SouthTrust Common
Stock will be issued in the Merger, and, in lieu thereof, each holder of a share
of Bradenton Common Stock that otherwise would have been entitled to receive a
fractional share of SouthTrust Common Stock will be entitled to receive a cash
payment in an amount equal to the product of (i) the fractional interest of a
share of SouthTrust Common Stock to

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<PAGE> 20
which such holder otherwise would have been entitled, and (ii) the last sales
price of such share of SouthTrust Common Stock as reported on NASDAQ on the
last trading day immediately preceding the Effective Time of the Merger.

The Merger Agreement contemplates that, as of the Effective Time of the
Merger, all rights with respect to Bradenton Common Stock issuable pursuant to
the exercise of stock options (the "Bradenton Options") granted by Bradenton
under its stock option plans (the "Bradenton Stock Option Plans") which are
outstanding at the Effective Time of the Merger, whether or not the Bradenton
Options are then exercisable, shall be converted into and become rights with
respect to SouthTrust Common Stock and shall be assumed by ST-Sub in accordance
with the terms of the Bradenton Stock Option Plan under which such Bradenton
Options were issued. From and after the Effective Time of the Merger, (i) each
Bradenton Option assumed by SouthTrust pursuant to the Merger Agreement may be
exercised solely for SouthTrust Common Stock, (ii) the number of shares of
SouthTrust Common Stock subject to each such Bradenton Option shall be equal to
the number of shares of Bradenton Common Stock subject to such Bradenton Options
immediately prior to the Effective Time of the Merger multiplied by 2.14,
subject to appropriate adjustment in the event of stock splits or stock
dividends effected by SouthTrust and (iii) the per share exercise price under
each such Bradenton Option shall be adjusted by dividing such exercise price by
2.14, subject to appropriate adjustment in the event of stock splits and stock
dividends affected by SouthTrust, and rounding down to the nearest cent. The
Merger Agreement further provides that SouthTrust will reserve for issuance such
SouthTrust Common Stock as shall be necessary to permit the exercise of
Bradenton Options in the manner contemplated by the Merger Agreement.
SouthTrust will file with the SEC a registration statement on Form S-3 or Form
S-8 on the first business day following the Effective Time of the Merger with
respect to the SouthTrust Common Stock and the options relating thereto which
are issued in replacement of Bradenton Options and that SouthTrust shall use its
best efforts to cause such registration statement to become effective and shall
maintain the effectiveness of such registration statement for so long as any of
the Bradenton Options remain outstanding.

Because the exchange ratio of shares of SouthTrust Common Stock for
Bradenton Common Stock is fixed, it will not compensate Bradenton's shareholders
for decreases in the market price of SouthTrust Common Stock which could occur
before the Effective Time of the Merger. However, Bradenton is not obligated to
consummate the Merger in the event that the average last sales price of a share
of SouthTrust Common Stock as reported by NASDAQ for the twenty (20) trading
days immediately preceding the Effective Time of the Merger is less than $16.00
per share. On _________, 1994, the most recent date practicable preceding the
date of this Proxy Statement/Prospectus, the average last sales price of
SouthTrust Common Stock was $________ per share. In the event the market price
of SouthTrust Common Stock increases, the value of the SouthTrust Common Stock
to be received in the Merger in exchange for Bradenton Common Stock would
increase. In the event the market price of SouthTrust Common Stock decreases,
the value of the SouthTrust Common Stock to be received in the Merger in
exchange for Bradenton Common Stock would decrease. Bradenton's shareholders are
advised to obtain current market quotations for and information regarding
SouthTrust Common Stock and Bradenton Common Stock. No assurance can be given as
to the market price of SouthTrust Common Stock or the value of Bradenton Common
Stock on the date the Merger becomes effective or as to the market price of
SouthTrust Common Stock thereafter.

EFFECTIVE TIME OF THE MERGER

The Merger will become effective on the date and at the time on which
the Merger is deemed effective by each of the Florida Department and the FDIC.
The Merger cannot become effective until Bradenton's shareholders have approved
the Merger Agreement, all required regulatory approvals and actions have been
obtained and taken and the other conditions set forth in the Merger Agreement
have either been satisfied or waived. Subject to satisfaction of the conditions
contained in the Merger Agreement, the parties currently anticipate that the
Merger will become effective on or about __________ 1994, although there can be
no assurance as to whether or when the Merger will become effective.

EXCHANGE OF STOCK CERTIFICATES

As promptly as practicable after the Closing Date of the Merger,
SouthTrust and ST-Sub, acting through their agents or designees, including
Mellon Bank, N.A., will send a letter of transmittal to each former holder of
record of shares of Bradenton Common Stock for use in exchanging their
certificates formerly representing shares

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<PAGE> 21
of Bradenton Common Stock for exchange and conversion in accordance with the
procedures provided for herein and in the Merger Agreement. The letter of
transmittal will contain instructions concerning the manner of executing and
submitting such stock certificates. At the Effective Time of the Merger, the
holders of shares of Bradenton Common Stock will cease to be shareholders of
Bradenton and will have no voting or other rights with respect to shares of
Bradenton Common Stock, other than the right to receive in the Merger shares of
SouthTrust Common Stock upon surrender of the stock certificates respecting
their shares of Bradenton Common Stock. As of the Effective Time of the Merger,
all holders of shares of Bradenton Common Stock shall be deemed to be holders
of the shares of SouthTrust Common Stock into which such shares of Bradenton
Common Stock shall have been converted in the Merger, whether or not they
surrender the stock certificates representing their shares of Bradenton Common
Stock. Such holders shall be entitled to all dividends or distributions in
respect of shares of SouthTrust Common Stock where the record date for the
payment of such dividends or distributions occurs on or after the Effective
Time of the Merger; however, no such dividends or distributions shall be paid
to holders of any unsurrendered certificate or certificates representing
Bradenton Common Stock, and SouthTrust shall not be obligated to deliver any of
the consideration to which any holder of Bradenton Common Stock is entitled as
a result of the Merger or any cash payment in lieu of a fractional interest in
SouthTrust Common Stock until such holder surrenders the certificate or
certificates representing Bradenton Common Stock as provided for in the Merger
Agreement. Until the stock certificates evidencing the shares of Bradenton
Common Stock are surrendered pursuant to the Merger Agreement, no stock
certificates representing shares of SouthTrust Common Stock will be delivered
or remitted to such holders. In addition, holders of shares of Bradenton Common
Stock will not be entitled to receive any interest respecting any dividends or
distributions payable in respect of shares of SouthTrust Common Stock, and
SouthTrust, after the lapse of the appropriate time period and in accordance
with the applicable laws of escheat or abandoned property, may remit any
unclaimed funds or unclaimed stock certificates representing shares of
SouthTrust Common Stock to state officials under the applicable laws of escheat
or abandoned property.

RESALE OF SOUTHTRUST COMMON STOCK RECEIVED IN THE MERGER

The shares of SouthTrust Common Stock to be issued pursuant to the
Merger Agreement have been registered under the Securities Act, thereby allowing
such shares to be sold without restriction by shareholders of Bradenton who are
not deemed to be "affiliates" (as that term is defined in the rules under the
Securities Act) of Bradenton and who do not become affiliates of SouthTrust. The
shares of SouthTrust Common Stock to be issued to affiliates of Bradenton may be
resold only pursuant to an effective registration statement, pursuant to Rule
145 under the Securities Act, or in transactions otherwise exempt from
registration under the Securities Act. SouthTrust will not be obligated and does
not intend to register its shares under the Securities Act for resale by
shareholders who are affiliates. Provided that an affiliate of Bradenton
otherwise complies with Rule 145, and subject to the undertaking described
below, such an affiliate will be free to resell, during any given three-month
period, all of the shares of Southtrust Common Stock received in the Merger.

Bradenton will use its reasonable efforts to cause each such person
deemed an affiliate of Bradenton to deliver to SouthTrust not later than thirty
(30) days prior to the Effective Time of the Merger, a letter agreement
pertaining to the limitations on the transferability of such affiliate's shares
of SouthTrust Common Stock acquired in the Merger, and whereby such affiliate
shall represent and warrant, inter alia, that he or she shall not sell, pledge,
transfer or otherwise dispose of such shares of SouthTrust Common Stock except
for the substitutions of SouthTrust Common Stock for Bradenton Common Stock that
was subject to a bona fide pledge at the Effective Time of the Merger (i) in
violation of the Securities Act or the rules and regulations thereunder, and
(ii) until such time as financial results covering at least thirty (30) days of
combined operations of Bradenton and SouthTrust have been published within the
meaning of Section 201.01 of the Commission's Codification of Financial
Reporting Policies.

ACCOUNTING TREATMENT

The Merger will be accounted for by SouthTrust as a pooling of
interests. Under the pooling of interests method of accounting, the recorded
amounts of the assets and liabilities of Bradenton and SouthTrust will be
carried forward at their previously recorded amounts. For information
concerning certain restrictions to be imposed on the transferability of the
shares of SouthTrust Common Stock received by the affiliates of Bradenton in the
Merger in order, among other things, to assure the availability of pooling of
interests accounting treatment, see "Resale of SouthTrust Common Stock Received
in the Merger."

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<PAGE> 22
REGULATORY APPROVALS AND CERTAIN OTHER CONDITIONS TO THE MERGER; WAIVER AND
AMENDMENT

The Merger is subject to approval by the Florida Department and the
FDIC. On or about March 17, 1994, SouthTrust filed a merger application under
Section 658.41 of the Florida Banking Code with the Florida Department, and
SouthTrust filed an application under Section 18(c) of the Bank Merger Act with
the FDIC on March 22, 1994, seeking approval to merge Bradenton into ST- Bank.
The Merger of Bradenton into ST-Bank cannot be consummated until after approval
by the Florida Department and for thirty (30) days after approval thereof by the
FDIC, and during such thirty day period, the Justice Department may challenge
the Merger of Bradenton into ST-Bank on antitrust grounds.

There can be no assurance that any applicable regulatory authority will
approve or take other required action with respect to the Merger or as to the
date of such regulatory approval or other action. SouthTrust and Bradenton are
not aware of any governmental approvals or actions that are required in order to
consummate the Merger except as described above. Should such other approval or
action be required, it is contemplated that SouthTrust and Bradenton would seek
such approval or action. There can be no assurance as to whether or when any
such other approval or action, if required, could be obtained.

In addition to receipt of all necessary regulatory approvals and the
expiration of all required notice and waiting periods following the granting of
such approvals, and the approval of the Merger Agreement by the requisite vote
of the shareholders of Bradenton, consummation of the Merger is subject to the
satisfaction of certain other conditions on or before the Effective Time of the
Merger. Such additional conditions include, among others, the following:

(i) The Proxy Statement/Prospectus shall have been filed with the
Commission and shall have been cleared thereby or otherwise authorized for
mailing, and the Registration Statement shall have been filed with and declared
effective by the Commission and shall not be the subject of any stop order or
proceedings seeking any stop order;

(ii) The accuracy of the representations and warranties of
SouthTrust, ST-Bank and Bradenton, respectively, made in the Merger Agreement
and the performance, in all material respects, of their respective obligations
thereunder;

(iii) The absence of a determination by SouthTrust 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 financial condition, results of operations or
business of Bradenton or the consummation of the transactions contemplated by
the Merger Agreement; (b) would be of such significance with respect to the
business or economic benefits expected to be obtained by SouthTrust pursuant to
the Merger Agreement as to render inadvisable the consummation of the
transactions pursuant to the Merger Agreement; (c) would be materially adverse
to the interests of SouthTrust on a consolidated basis; or (d) would render the
Merger or the other transactions contemplated by the Merger 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;

(iv) The absence of a determination by Bradenton that any fact,
event or condition exists or has occurred that, in the judgment of Bradenton,
(a) would have a material adverse effect on the financial condition, results of
operations or business of SouthTrust on a consolidated basis or the consummation
of the transactions contemplated by the Merger Agreement or (b) would render the
Merger or other transactions contemplated by the Merger 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;

(v) The absence of any litigation or threat of litigation (a)
challenging the validity or legality of the Merger Agreement or the consummation
thereof, (b) seeking damages in connection with the transactions contemplated by
the Merger Agreement, or (c) seeking to restrain or invalidate the transactions
contemplated by the Merger Agreement, which would, in the reasonable judgment of
either SouthTrust or Bradenton, based upon

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<PAGE> 23
advice of counsel, have a material adverse effect with respect to the interests
of SouthTrust or Bradenton, as the case may be;

(vi) There shall not have been any action taken, or any statute,
rule, regulation or order enacted, entered, enforced or deemed applicable to the
Merger, by any Regulatory Authority (as defined in the Merger Agreement) which,
in connection with the grant of any Consent (as defined in the Merger Agreement)
by any Regulatory Authority, imposes, in the judgment of SouthTrust, any
materially 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 Bradenton 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
Bradenton 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 materially
adverse requirement unless it materially differs from terms and conditions
customarily imposed by any such entity in connection with the acquisition of
banks and bank holding companies under similar circumstances;

(vii) Each holder of a Bradenton Option outstanding immediately prior
to the Effective Time of the Merger shall have executed and delivered to
SouthTrust such documents as SouthTrust may deem necessary to evidence the
conversion of his Bradenton Option into rights with respect to shares of
SouthTrust Common Stock and the termination of any rights under such Bradenton
Option;

(viii) The total number of shares of Bradenton Common Stock
outstanding as of the Effective Time of the Merger and the total number of
shares of Bradenton Common Stock covered by any option, warrant, commitment or
other right or instrument to purchase or acquire any shares of Bradenton Common
Stock that are outstanding as of the Effective Time of the Merger, including any
securities or rights convertible into or exchangeable for shares of Bradenton
Common Stock, shall not exceed 193,383 shares in the aggregate;

(ix) Except for the execution of a replacement employment agreement
with Mr. Norman Pinardi containing mutually satisfactory terms, all employment
agreements between Bradenton and any executive or employee thereof shall be
terminated as of the Effective Time of the Merger and, at the election of
SouthTrust, mutually satisfactory replacement employment agreements shall have
been executed and delivered;

(x) Those certain officer benefit plans between Bradenton and
Messrs. Pinardi and Geiger, dated June 13, 1989 and June 12, 1990 (the "Officer
Benefit Plans"), respectively, shall be canceled and terminated, and the
respective lump sum amounts calculated in accordance with such Officer Benefit
Plans shall be paid to Messrs. Pinardi and Geiger, and either Bradenton shall
assign to Messrs. Pinardi and Geiger the key man insurance policies insuring
their respective lives in exchange for Messrs. Pinardi and Geiger paying to
Bradenton the cash surrender value thereof, or Bradenton shall retain such
policies, including the cash surrender value thereof; provided, however, that if
Mr. Pinardi and SouthTrust or one of its affiliates shall execute a replacement
employment agreement, and if Mr. Geiger and SouthTrust or one of its affiliates
shall execute a mutually satisfactory employment agreement, the Officer Benefit
Plans will remain in full force and effect and will be assumed by ST-Bank;

(xi) The holders of not more than five percent (5%) of the
outstanding shares of Bradenton Common Stock shall have elected to exercise
their right to dissent from the Merger and demand payment in cash for the fair
or appraised value of their shares;

(xii) The average last sales price of one share of SouthTrust Common
Stock as reported by NASDAQ for the twenty (20) trading days immediately
preceding the Effective Time of the Merger shall be not less than $16.00;

(xiii) Each of Bradenton, SouthTrust and ST-Bank 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 by the Merger Agreement under any loan or credit
agreement, note, mortgage, indenture, lease, license or interest, except those
for which failure to obtain such consents or approvals would not,

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<PAGE> 24
individually or in the aggregate, have a material adverse effect on the
resulting bank or the consummation of the transaction contemplated by the
Merger Agreement; and

(xiv) Bradenton shall have received the tax opinion of Bradley,
Arant, Rose & White, counsel for SouthTrust, to the effect, among others, that
the Merger will constitute a reorganization within the meaning of Section 368 of
the Code, and that no gain or loss will be recognized by the shareholders of
Bradenton to the extent that they receive SouthTrust Common Stock in exchange
for Bradenton Common Stock in the Merger. See "CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS."

Assuming that all conditions to the Merger contained in the Merger
Agreement are satisfied or waived and that the Merger Agreement has not been
terminated, the Merger Agreement provides that the Merger shall be consummated
on the tenth business day following the later to occur of (i) the effective date
of the last required approval of the transactions pursuant to the Merger
Agreement by all required regulatory authorities, and (ii) the date of the
approval by the shareholders of Bradenton of the Merger Agreement.

At any time before the Merger becomes effective, any party to the Merger
Agreement may waive conditions contained therein to its own obligations, to the
extent that such obligations, agreements and conditions are intended for its own
benefit. In addition, the Merger Agreement may be amended by written instruments
signed on behalf of each of the parties thereto.

TERMINATION

The Merger Agreement may be terminated at any time prior to the
Effective Time of the Merger: (i) by the mutual consent in writing of SouthTrust
and Bradenton; (ii) by SouthTrust or Bradenton if the Merger shall not have
occurred on or prior to June 30, 1994, provided that the failure to consummate
the Merger on or before June 30, 1994 is not caused by any breach of any of the
representations, warranties, covenants or other agreements contained in the
Merger Agreement by the terminating party; (iii) by either SouthTrust or
Bradenton (provided that the terminating party is not then in breach of any
representation, warranty, covenant or other agreement contained in the Merger
Agreement) in the event that any of the conditions precedent to the obligations
of the nonterminating party to consummate the Merger cannot be satisfied or
fulfilled; (iv) by SouthTrust if (1) SouthTrust shall have determined that any
fact, event or condition exists that, in the judgment of SouthTrust, (A) is
materially at variance with any warranty or representation of Bradenton set
forth in the Merger Agreement or is a material breach of any covenant or
agreement of Bradenton contained in the Merger Agreement, (B) has a material
adverse effect or can be reasonably foreseen to have a material adverse effect
upon the financial condition, results of operations or business of Bradenton or
upon the consummation of the transactions contemplated by the Merger 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, economic or other benefits expected to be obtained by SouthTrust under
the Merger Agreement as to render inadvisable the consummation of the
transactions contemplated by the Merger Agreement, (E) renders the Merger or
other transactions contemplated by this Merger 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 (2) there shall be any litigation or threat of
litigation, (A) challenging the validity or legality of the Merger Agreement or
the consummation of the transactions contemplated by the Merger Agreement, (B)
seeking damages in connection with the transactions contemplated by the Merger
Agreement or (C) seeking to restrain or invalidate the consummation of the
transactions contemplated by this Merger Agreement; or (v) by Bradenton if (1)
Bradenton shall have determined that any fact, event or condition exists that,
in the judgment of Bradenton, (A) is materially at variance with any warranty or
representation of SouthTrust or ST-Sub contained in the Merger Agreement or is a
material breach of any covenant or agreement of SouthTrust or ST-Sub contained
in the Merger 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 Merger Agreement; (2) there shall be any litigation or
threat of litigation (A) challenging the validity or legality of the Merger
Agreement or the consummation of the transactions contemplated by the Merger
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 the Merger
Agreement; (3) Bradenton shall have determined that any fact, event or condition
exists that, in the judgment of Bradenton, would render the Merger and the other
transactions contemplated by the Merger

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<PAGE> 25
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; or (4) the average last
sales price of SouthTrust Common Stock as reported by NASDAQ for the twenty
(20) trading days immediately preceding the Effective Time of the Merger is
less than $16.00 per share.

CERTAIN EXPENSES

The Merger Agreement provides that the parties thereto shall bear their
own expenses incurred in connection with consummating the transactions
contemplated thereby.

RIGHTS OF DISSENT AND APPRAISAL

A shareholder of Bradenton may dissent from the Merger and receive in
cash the fair value of the shares of Bradenton Common Stock held by such
shareholder pursuant to Section 658.44 of the Florida Banking Code (the "Florida
Dissent Provisions"). The appraisal value of the Bradenton Common Stock may
differ from the consideration that a shareholder of Bradenton is entitled to
receive in the Merger. The following is a summary of the Florida Dissent
Provisions, the full text of which is set forth as Exhibit B to this Proxy
Statement/Prospectus.

Under the Florida Dissent Provisions, a shareholder of Bradenton may
dissent from the Merger by either (i) voting against the approval of the Merger
Agreement at the Special Meeting or (ii) giving written notice to Bradenton at
or prior to the Special Meeting that such shareholder dissents from the Merger
Agreement. On or promptly after the Effective Time of the Merger, the Resulting
Bank or SouthTrust may fix an amount which it considers to be not more than the
fair market value of Bradenton Common Stock and which it will pay to the holders
of dissenting shares of Bradenton and, if it fixes such amount, shall offer to
pay such amount to the holders of all dissenting shares of Bradenton. The
holders of dissenting shares who have accepted an offer from the Resulting Bank
or SouthTrust as set out above shall be entitled to receive the amount so
offered for such shares in cash upon surrendering the stock certificates
representing such shares at any time within thirty (30) days after the Effective
Time of the Merger.

The value of dissenting shares of Bradenton Common Stock, the owners of
which have not accepted an offer as set forth above, shall be determined as of
the Effective Time of the Merger by three appraisers, one to be selected by the
owners of at least two-thirds of such dissenting shares, one to be selected by
the Board of Directors of the Resulting Bank, and the third to be selected by
the two so chosen. The value agreed upon by any two of such appraisers shall
control and be final and binding upon all parties, and the owners of such
dissenting shares shall be entitled to receive the value of such shares in cash
upon surrender of the stock certificates representing such shares at any time
within thirty (30) days after the value of such shares has been determined. The
expenses of appraisal shall be paid by the Resulting Bank.

If, within ninety (90) days from the Effective Time of the Merger, for
any reason, one or more of the appraisers is not selected or the appraisers fail
to determine the value of such dissenting shares, the Florida Department shall
cause an appraisal to be made which shall be final and binding on all parties.
The amount payable to holders of dissenting shares, whether payable pursuant to
an offer which is accepted by the holders of dissenting shares or pursuant to an
appraisal, shall constitute a debt of the Resulting Bank.

The foregoing is only a summary of the Florida Dissent Provisions. The
full text of such provisions is set forth as Exhibit B to this Proxy
Statement/Prospectus and each Bradenton shareholder is urged to read these
provisions carefully.

The Merger Agreement provides that Bradenton shall give SouthTrust
prompt notice upon receipt by Bradenton of any written objections to the Merger
and any written demands for payment of the fair or appraised value of shares of
Bradenton Common Stock. SouthTrust Bank of Alabama, N.A. is designated escrow
agent ("Escrow Agent") in the Merger Agreement and Bradenton is required to
deposit with the Escrow Agent immediately prior to the Effective Time of the
Merger an amount in cash equal to 150% of the consideration (computed on the
basis of the last sales price of one share of SouthTrust Common Stock as
reported by NASDAQ on the last trading day preceding the Effective Time of the
Merger) each dissenting shareholder would have received

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in the Merger but for his exercise of the dissent provisions. Each dissenting
shareholder who becomes entitled pursuant to the Florida Dissent Provisions to
payment of fair value for any shares of Bradenton Common Stock shall receive
payment therefor from the Escrow Agent on behalf of Bradenton out of the funds
provided to the Escrow Agent by Bradenton. Prior to the Effective Time of the
Merger, Bradenton shall not, except with the prior written consent of ST-Sub,
voluntarily make any payment with respect to, or settle or offer to settle, any
demand for payment by any dissenting shareholder.

CONDUCT OF BUSINESS BY BRADENTON PENDING THE MERGER

The Merger Agreement provides that, until the Effective Time of the
Merger, and except with the prior approval of SouthTrust, Bradenton will (A)
conduct its business in the usual, regular and ordinary course consistent with
past practice and prudent banking principles, (B) 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 (C) except as required by law, take no action
which would adversely affect or delay the ability of Bradenton or SouthTrust to
obtain any consent or approval from any required regulatory authorities, any
other required approvals or to perform its covenants or agreements under the
Merger Agreement. The Merger Agreement further provides that, until the
Effective Time of the Merger, Bradenton shall not, without the prior approval of
SouthTrust and unless otherwise required by law, (A) change any provision of the
charter or bylaws of Bradenton; (B) except for the issuance of Bradenton Common
Stock upon the exercise of the Bradenton Options, change the number of shares of
the authorized, issued or outstanding capital stock of Bradenton, 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
Bradenton, or declare, set aside or pay any dividend or other distribution with
respect to the outstanding capital stock of Bradenton; (C) 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; (D) 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 the date of the
Merger Agreement and disclosed in a Disclosure Schedule delivered pursuant to
the Merger Agreement and other than expenditures necessary to maintain existing
assets in good repair; (E) 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 an
aggregate of $25,000; (F) 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-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; grant any general
increase in compensation to its employees as a class or to its officers except
to 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; (G) enter into or extend any agreement, lease or license
relating to real property, personal property, data processing or bankcard
functions relating to Bradenton that involves an aggregate of $25,000; or (H)
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 (1) any internal reorganization or consolidation involving
existing subsidiaries of Bradenton which has been approved in advance in writing
by SouthTrust, (2) foreclosures in the ordinary course of business, (3)
acquisitions of control by a banking subsidiary in a fiduciary capacity or (4)
the creation of new subsidiaries organized to conduct and continue activities
otherwise permitted by the Merger Agreement.

Bradenton also has agreed in the Merger Agreement that it will not,
directly or indirectly, 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 Bradenton; provided,
however, that, if Bradenton receives a takeover proposal after the execution of
the Merger Agreement and, during the preceding 18 months, neither Bradenton nor
any of its representatives has engaged in any discussions or negotiations
relating to a takeover proposal with such third party or its representatives,
and provided further, that such takeover proposal

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<PAGE> 27
has not been solicited by Bradenton or its representatives, Bradenton may
furnish such third party such information with respect to Bradenton as may be
requested in writing by such third party, but it may not engage in negotiations
or discussions with such third party or its representatives. Bradenton must
promptly advise SouthTrust orally and in writing of any such inquiries or
proposals received by Bradenton after the date of the Merger Agreement. For
purposes of the Merger Agreement, "takeover proposal" means any proposal for a
merger or other business combination involving Bradenton or for the acquisition
of a substantial equity interest in Bradenton or for the acquisition of a
substantial portion of the assets of Bradenton.

BUSINESS AND MANAGEMENT OF BRADENTON FOLLOWING THE MERGER; PLANS FOR BUSINESS
OF BRADENTON

Upon consummation of the Merger, Bradenton will be merged into ST-Bank
which will be the Resulting Bank. The name of the Resulting Bank will be
SouthTrust Bank of the Suncoast. As of the Effective Time of the Merger, it is
anticipated that the Board of Directors of the Resulting Bank shall consist of
those persons who are serving as directors of ST-Bank as of the Effective Time
of the Merger, and such other persons as may be designated in writing by
SouthTrust at or prior to the Effective Time of the Merger. It is further
anticipated that the officers of the Resulting Bank shall be those persons
serving as officers of ST-Bank as of the Effective Time of the Merger, and such
other persons as may be designated in writing by SouthTrust at or prior to the
Effective Time of the Merger. SouthTrust has designated George T. Smith,
Chairman of the Board of Directors of Bradenton, as a director of ST-Bank
following the Effective Time of the Merger and Norman Pinardi, President of
Bradenton, as Manatee County President of ST-Bank.

After the Effective Time of the Merger, the operations of Bradenton will
be integrated into the operations of ST-Bank, with efforts directed toward
preserving the existing customer and banking relationships of Bradenton as part
of ST-Bank.

The parties have agreed in the Merger Agreement that appropriate steps
shall be taken to terminate all employee benefit plans of Bradenton, other than
the Bradenton PS Plan, as of the Effective Time of the Merger or as promptly as
practicable thereafter. Following the termination of all such plans (other than
the Bradenton PS Plan), SouthTrust has agreed to cover the officers and
employees of Bradenton who are employed by ST-Bank under employee benefit plans
of SouthTrust, 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 Bradenton'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 Bradenton prior to the Effective Time of the Merger 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; and (2) establishing eligibility for participation in and vesting
under 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,
such credit for past service shall not be given to any such employee for
purposes of establishing eligibility for participation in the 1990 Discounted
Stock Plan of SouthTrust.

The Merger Agreement further provides that the Bradenton PS Plan will be
amended so that all participants in such plan as of the Effective Time of the
Merger shall be fully vested in their accounts under the Bradenton PS Plan. At
the sole election of SouthTrust, the Bradenton PS Plan will either be merged
into the ST PS Plan effective as of the January following the Effective Time of
the Merger or terminated after the Effective Time of the Merger.

SouthTrust has further agreed that for purposes of determining
eligibility to participate in, and vesting in accrued benefits under both the ST
PS Plan and the ST Retirement Plan, employment with Bradenton shall be credited
as if it were employment with SouthTrust, but such service shall not be credited
for purposes of determining benefit accrual under the ST Retirement Plan.

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<PAGE> 28
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain anticipated federal
income tax consequences of the Merger to holders of Bradenton Common Stock who
are citizens of the United States. It does not discuss all the tax consequences
that may be relevant to holders of Bradenton Common Stock entitled to special
treatment under the Code (such as insurance companies, dealers in securities,
tax-exempt organizations or foreign persons) or to holders of Bradenton Common
stock who acquired their Bradenton Common Stock pursuant to the exercise of
employee stock options or otherwise as compensation. The summary set forth below
does not purport to be a complete analysis of all potential tax effects of the
transactions contemplated by the Merger Agreement or the Merger itself.

EACH HOLDER OF BRADENTON COMMON STOCK IS URGED TO CONSULT HIS OR HER OWN
TAX AND FINANCIAL ADVISOR AS TO THE EFFECT OF SUCH FEDERAL INCOME TAX
CONSEQUENCES ON HIS OR HER OWN PARTICULAR FACTS AND CIRCUMSTANCES, AND ALSO AS
TO ANY STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES ARISING OUT OF THE
MERGER.

Neither SouthTrust, ST-Sub, nor Bradenton has requested or will receive
an advance ruling from the Internal Revenue Service ("IRS") as to any of the
federal income tax effects to holders of Bradenton Common Stock of the Merger or
of any of the federal income tax effects to SouthTrust, ST-Sub or Bradenton of
the Merger. Instead, Bradenton will rely upon an opinion of Bradley, Arant, Rose
& White, counsel for SouthTrust and ST-Sub, as to the federal income tax
consequences of the Merger to the holders of Bradenton Common Stock. The opinion
of Bradley, Arant, Rose & White is based entirely upon the Code, regulations now
in effect thereunder, current administrative rulings and practice, and judicial
authority, all of which are subject to change. Unlike a ruling from the IRS, an
opinion is not binding on the IRS and there can be no assurance, and none is
hereby given, that the IRS will not take a position contrary to one or more
positions reflected herein or that the opinion will be upheld by the courts if
challenged by the IRS.

In the opinion of Bradley, Arant, Rose & White, which opinion is based
upon various representations and subject to various assumptions and
qualifications, the following federal income tax consequences to the holders of
Bradenton Common Stock will result from the Merger:

(i) For federal income tax purposes the Merger will be viewed as an
acquisition by ST-Sub of substantially all of the assets of
Bradenton solely in exchange for SouthTrust Common Stock and the
assumption of all the liabilities of Bradenton by ST-Sub, followed by
the transfer of the assets of Bradenton to ST-Bank and the assumption by
ST-Bank of the liabilities of Bradenton.

(ii) The acquisition by ST-Sub of substantially all of the assets of
Bradenton in exchange solely for shares of SouthTrust voting
common stock and the assumption by ST-Sub of Bradenton's liabilities, as
described above, will constitute a reorganization within the meaning of
Section 368(a)(1)(C) of the Code. Pursuant to Section 368(a)(2)(C) of
the Code, the acquisition by ST-Sub of substantially all of the assets
of Bradenton will not be disqualified under Section 368(a)(1)(C) of the
Code solely by reason of the fact that the assets of Bradenton that were
acquired by ST-Sub are transferred to ST-Bank. SouthTrust, ST-Sub and
Bradenton each will be a "party to a reorganization" within the meaning
of Section 368(b) of the Code.

(iii) No gain or loss will be recognized by the shareholders of Bradenton
upon the receipt of SouthTrust Common Stock (including any
fractional share interests to which they may be entitled) solely in
exchange for their shares of Bradenton Common Stock.

(iv) The basis of the SouthTrust Common Stock to be received by the
Bradenton shareholders (including any fractional share interest
to which they may be entitled) will be the same as the basis of the
Bradenton Common Stock surrendered in the exchange.

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(v) The holding period of the shares of SouthTrust Common Stock
(including any fractional share interests to which they may be
entitled) received by the shareholders of Bradenton will include the
period during which the Bradenton Common Stock surrendered in exchange
therefor was held, provided that the shares of Bradenton Common Stock
were held as capital assets within the meaning of Section 1221 of the
Code as of the Effective Time of the Merger.

(vi) Bradenton shareholders who exercise dissenters' rights, and as a result
of which receive only cash, will be treated as having received
such cash as a distribution in redemption of their Bradenton Common
Stock, subject to the provisions and limitations of Section 302 of the
Code.

(vii) The payment of cash to a Bradenton shareholder in lieu of issuing a
fractional share interest in SouthTrust Common Stock will be
treated for federal income tax purposes as if the fractional share
actually was issued as part of the Merger and then was redeemed by
SouthTrust. This cash payment will be treated as having been received
as a distribution in full payment in exchange for the stock redeemed as
provided in Section 302(a) of the Code.

(viii)The holders of options to acquire Bradenton shares which are
converted into options to acquire SouthTrust shares and the
obligations of which are assumed by ST-Sub in accordance with Section
2.2 of the Merger Agreement will not recognize taxable income or loss
upon the conversion of the Bradenton options into options to acquire
SouthTrust shares, or upon the assumption of the Bradenton options by
ST-Sub.

The opinion of Bradley, Arant, Rose & White is rendered solely with
respect to certain federal income tax consequences of the Merger under the Code,
and does not extend to the income or other tax consequences of the Merger under
the laws of any state or any political subdivision of any state; nor does it
extend to any tax effects or consequences of the Merger to SouthTrust, ST-Sub or
ST-Bank other than those expressly stated in the opinion. Furthermore, no
opinion is expressed as to the federal or state tax treatment of the transaction
under any other provisions of the Code and regulations, or about the tax
treatment of any conditions existing at the time of, or effects resulting from,
the transaction that are not specifically covered by the opinion.

DESCRIPTION OF SOUTHTRUST CAPITAL STOCK

GENERAL

The authorized capital stock of SouthTrust consists of 200,000,000
shares of common stock, par value $2.50 per share (referred to throughout this
Proxy Statement/Prospectus as "SouthTrust Common Stock"), and 5,000,000 shares
of preferred stock, par value $1.00 per share ("SouthTrust Preferred Stock"). As
of March 31, 1994, 79,447,884 shares of SouthTrust Common Stock were issued and
outstanding, exclusive of shares held as treasury stock, and no shares of
SouthTrust Preferred Stock were outstanding. As of March 31, 1994, approximately
1,329,414 shares of SouthTrust Common Stock were reserved for employee benefit
plans and in connection with a 1992 acquisition by SouthTrust, and 210,084
shares were reserved for the conversion of convertible debentures assumed in
connection with a 1988 acquisition by SouthTrust. In addition, 500,000 shares of
SouthTrust Preferred Stock designated as Series A Junior Participating Preferred
Stock were reserved for issuance upon the exercise of certain rights described
below under "SouthTrust Common Stock-Stockholder Rights Plan."

Since SouthTrust is a holding company, the right of SouthTrust, and
hence the right of creditors and stockholders of SouthTrust, to participate in
any distribution of assets of any subsidiary (including SouthTrust Bank of
Alabama, N.A.) upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of SouthTrust itself as a creditor of the subsidiary
may be recognized.

The following summary does not purport to be complete and is subject in
all respects to the applicable provisions of the General Corporation Law of the
State of Delaware and SouthTrust's Restated Certificate of Incorporation,
including the Certificate of Designation describing the Series A Junior
Participating Preferred Stock.

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<PAGE> 30
SOUTHTRUST COMMON STOCK

Dividend Rights

Subject to any prior rights of any SouthTrust Preferred Stock
outstanding, holders of SouthTrust Common Stock are entitled to dividends when,
as and if declared by SouthTrust's Board of Directors out of funds legally
available therefor. Under Delaware law, SouthTrust may pay dividends out of
surplus (whether capital surplus or earned surplus) or net profits for the
fiscal year in which declared or for the preceding fiscal year, even if its
surplus accounts are in a deficit position. The sources of funds for payment of
dividends by SouthTrust are its subsidiaries. Because its primary subsidiaries
are banks, payments made by such subsidiaries to SouthTrust are limited by law
and regulations of the bank regulatory authorities. See "MARKET AND DIVIDEND
INFORMATION RESPECTING THE COMMON STOCK OF SOUTHTRUST AND BRADENTON."

Voting Rights and Other Matters

The holders of SouthTrust Common Stock are entitled to one vote per
share on all matters brought before the stockholders. The holders of SouthTrust
Common Stock do not have the right to cumulate their shares of SouthTrust Common
Stock in the election of directors. SouthTrust's Restated Certificate of
Incorporation provides that in the event of a transaction or a series of
transactions with an "Interested Stockholder" (generally defined as a holder of
more than 10% of the voting stock of SouthTrust or an affiliate of such a
holder) pursuant to which SouthTrust would be merged into or with another
corporation or securities of SouthTrust would be issued in a transaction which
would permit control of SouthTrust to pass to another entity, or similar
transactions having the same effect, approval of such transactions requires the
vote of the holders of 70% of the voting power of the outstanding voting
securities of SouthTrust, except in cases in which either certain price criteria
and procedural requirements are satisfied or the transaction is recommended to
the stockholders by a majority of the members of SouthTrust's Board of Directors
who are unaffiliated with the Interested Stockholder and who were directors
before the Interested Stockholder became an Interested Stockholder.

SouthTrust Common Stock does not have any conversion rights, nor are
there any redemption or sinking fund provisions applicable therefor. Holders of
SouthTrust Common Stock are not entitled to any preemptive rights to subscribe
for any additional securities which may be issued.

Liquidation Rights

In the event of liquidation, holders of SouthTrust Common Stock will be
entitled to receive pro rata any assets distributable to stockholders with
respect to the shares held by them, after payment of indebtedness and such
preferential amounts as may be required to be paid to the holders of any
SouthTrust Preferred Stock hereafter issued by SouthTrust.

Provisions with Respect to Board of Directors

SouthTrust's Restated Certificate of Incorporation provides that the
members of SouthTrust's Board of Directors are divided into three classes as
nearly equal in number as possible. Each class is elected for a three-year term.
At each Annual Meeting of Stockholders of SouthTrust, one-third of the members
of SouthTrust's Board of Directors will be elected for a three-year term, and
the other directors will remain in office until their three-year terms expire.
Therefore, control of SouthTrust's Board of Directors cannot be changed in one
year, and at least two annual meetings must be held before a majority of the
members of SouthTrust's Board of Directors can be changed.

Special Vote Requirements for Certain Amendments to Restated Certificate
of Incorporation

The General Corporation Law of the State of Delaware and the Restated
Certificate of Incorporation and Bylaws of SouthTrust provide that a director,
or SouthTrust's entire Board of Directors, may be removed by the stockholders
only for cause. The Restated Certificate of Incorporation and Bylaws of
SouthTrust also provide that the affirmative vote of the holders of at least 70%
of the voting power of the outstanding capital stock entitled to vote for the
election of directors is required to remove a director or the entire Board of
Directors from office.

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<PAGE> 31
Certain portions of the Restated Certificate of Incorporation of SouthTrust
described in certain of the preceding paragraphs, including those related to
business combinations and the classified Board of Directors, may be amended
only by the affirmative vote of the holders of 70% of the voting power of the
outstanding voting stock of SouthTrust.

Possible Effects of Special Provisions

Certain of the provisions contained in the Restated Certificate of
Incorporation and Bylaws of SouthTrust described above have the effect of making
it more difficult to change SouthTrust's Board of Directors and may make
SouthTrust's Board of Directors less responsive to stockholder control. These
provisions also may tend to discourage attempts by third parties to acquire
SouthTrust because of the additional time and expense involved and a greater
possibility of failure, and, as a result, may adversely affect the price that a
potential purchaser would be willing to pay for the capital stock of SouthTrust,
thereby reducing the amount a stockholder might realize in, for example, a
tender offer for the capital stock of SouthTrust.

Stockholder Rights Plan

On February 22, 1989, the Board of Directors of SouthTrust declared a
dividend to holders of SouthTrust Common Stock of record on March 6, 1989 (the
"Record Date") of one right (a "Right"; collectively, the "Rights") for, and to
be attached to, each share of SouthTrust Common Stock outstanding on the Record
Date. Each Right entitles the holder thereof to purchase from SouthTrust one
one-hundredth of a share of SouthTrust Preferred Stock designated as the Series
A Junior Participating Preferred Stock ("Series A Preferred Stock") at a
purchase price of $75.00 (the "Purchase Price"). Such resolutions also provide
that as long as the Rights are attached to shares of SouthTrust Common Stock as
provided in the Rights Agreement referred to below, one additional Right shall
be issued with each share of SouthTrust Common Stock issued after March 6, 1989.
The number of Rights attached to or to be issued with each share of SouthTrust
Common Stock has been adjusted as a result of a three-for-two stock split
effected by SouthTrust on January 24, 1992, and a three-for-two stock split
effected by SouthTrust on May 19, 1993 (collectively, the "Stock Splits").
Accordingly, at the present time four-ninths of a Right is attached to each
share of SouthTrust Common Stock and four-ninths of a Right will be issued with
each share of SouthTrust Common Stock exchanged in the Merger for Bradenton
Common Stock.

The Rights will expire on February 22, 1999 unless redeemed earlier and
will not be exercisable or transferable separately from the shares of SouthTrust
Common Stock until the close of business on the Distribution Date, which will
occur on the earlier of (i) the tenth day following a public announcement that a
person (an "Acquiring Person") or any associate or affiliate of an Acquiring
Person has acquired, or obtained the right to acquire, beneficial ownership of
20% or more of the outstanding SouthTrust Common Stock (the "Stock Acquisition
Date"); or (ii) the tenth day following commencement of a tender or exchange
offer which would result in the ownership of 20% or more of the outstanding
SouthTrust Common Stock; or (iii) the tenth day after SouthTrust's Board of
Directors declares, upon a determination by at least a majority of SouthTrust's
Disinterested Directors, that a person, alone or with affiliates and associates
(an "Adverse Person"), has become the beneficial owner of a substantial amount
(not to be less than 10%) of outstanding SouthTrust Common Stock and that such
person's ownership either is intended to cause SouthTrust to take action adverse
to its long-term interests or may cause a material adverse impact on SouthTrust
to the detriment of SouthTrust's stockholders.

In the event that (i) SouthTrust's Board of Directors determines that a
person is an Adverse Person; (ii) SouthTrust is the surviving corporation in a
merger with an Acquiring Person and SouthTrust's Common Stock remains
outstanding and unchanged and is not exchanged for securities of the Acquiring
Person or other property; (iii) an Acquiring Person receives a financial benefit
or advantage, through certain self-dealing transactions involving SouthTrust,
greater than that received by other stockholders of SouthTrust or that which
would have resulted from arms-length negotiations; (iv) a person becomes the
beneficial owner of 30% or more of the outstanding SouthTrust Common Stock
(except pursuant to a "Fair Offer" as determined by the Disinterested
Directors); or (v) while there is an Acquiring Person, an event involving
SouthTrust or any of its subsidiaries occurs which results in the Acquiring
Person's proportionate ownership interest being increased by more than 1%, each
holder of a Right will have the right to receive, upon payment of the Purchase
Price, in lieu of Series A Preferred Stock, a number of shares of SouthTrust
Common Stock (or, in certain circumstances, cash or other property) having a
value equal to

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twice the Purchase Price. Rights are not exercisable following the occurrence
of any of the events set forth in this paragraph until the expiration of the
period during which the Rights may be redeemed by SouthTrust as described
below. Notwithstanding the foregoing, after the occurrence of any of the events
set forth in this paragraph, Rights that are (or, under certain circumstances,
Rights that were) beneficially owned by an Acquiring Person or an Adverse
Person will be null and void.

Unless the Rights are redeemed earlier, if, after the Distribution Date,
SouthTrust is acquired in a merger or other business combination in which
SouthTrust is not the surviving corporation or in which SouthTrust Common Stock
is changed into or exchanged for securities of any other person or other
property (other than a merger which follows a Fair Offer) or 50% or more of the
assets or earning power of SouthTrust and its subsidiaries (taken as a whole)
are sold or transferred, the Rights Agreement provides that each holder of
record of a Right will from and after that time have the right to receive, upon
payment of the Purchase Price, that number of shares of common stock of the
acquiring company which has value equal to twice the Purchase Price.

At any time until ten days following the Stock Acquisition Date (subject
to certain provisions requiring action by a majority of the Disinterested
Directors, as defined in the Rights Agreement), SouthTrust may redeem the Rights
in whole, but not in part, at a price of $0.01 per Right, as appropriately
adjusted as a result of the Stock Splits. Prior to the Distribution Date,
SouthTrust may, except with respect to the Purchase Price, redemption price or
date of expiration of the Rights, amend the Rights in any manner. At any time
after the Distribution Date, SouthTrust may amend the Rights in any manner that
does not adversely affect the interest of holders of the Rights as such.

The Rights have certain anti-takeover effects and may adversely affect a
third party's attempt to acquire SouthTrust. The Rights will cause substantial
dilution to a person or group that attempts to acquire SouthTrust. The Rights
should not interfere with any merger or other business combination approved by
SouthTrust's Board of Directors since, among other things, the Board of
Directors may, at its option, under certain circumstances, redeem all but not
less than all of the then outstanding Rights at the redemption price, as
discussed below.

The number of Rights attached to or to be issued with each share of
SouthTrust Common Stock, as well as the redemption price for each such Right,
were appropriately decreased as a result of the Stock Splits. The Rights to be
issued with each share of SouthTrust Common Stock exchanged in the Merger for
Bradenton Common Stock, as well as the redemption price thereof, will be
adjusted similarly.

The foregoing description of the Rights and the Series A Preferred Stock
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement between SouthTrust and Mellon Bank, N.A., as Rights Agent,
and the Certificate of Designation for the Series A Preferred Stock, copies of
each of which are filed as exhibits to the Registration Statement of which this
Proxy Statement/Prospectus forms a part.

Transfer Agent

The transfer agent for SouthTrust Common Stock is SouthTrust Bank of
Alabama, N.A.

SOUTHTRUST PREFERRED STOCK

General

Under SouthTrust's Restated Certificate of Incorporation, the Board of
Directors is authorized without further stockholder action to provide for the
issuance of up to 5,000,000 shares of SouthTrust Preferred Stock, in one or more
series, by adoption of a resolution or resolutions providing for the issuance of
such series and determining the relative rights and preferences of the shares of
any such series with respect to the rate of dividend, call provisions, payments
on liquidation, sinking fund provisions, conversion privileges and voting rights
and whether the shares shall be cumulative, non-cumulative or partially
cumulative. The holders of SouthTrust Preferred Stock would not have any
preemptive right to subscribe for any shares issued by SouthTrust. It is not
possible to state the actual effect of the authorization and issuance of
SouthTrust Preferred Stock upon the rights of holders of SouthTrust Common Stock
unless and until SouthTrust's Board of Directors determines the price and
specific rights

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of the holders of a series of SouthTrust Preferred Stock. Such effects might
include, however, (i) restrictions on dividends on SouthTrust Common Stock if
dividends on SouthTrust Preferred Stock have not been paid; (ii) dilution of
the voting power of SouthTrust Common Stock to the extent that SouthTrust
Preferred Stock has voting rights, or that any SouthTrust Preferred Stock
series is convertible into SouthTrust Common Stock; (iii) dilution of the
equity interest of SouthTrust Common Stock unless the SouthTrust Preferred
Stock is redeemed by SouthTrust; and (iv) SouthTrust Common Stock not being
entitled to share in SouthTrust's assets upon liquidation until satisfaction of
any liquidation preference granted SouthTrust Preferred Stock. While the
ability of SouthTrust to issue SouthTrust Preferred Stock is, in the judgment
of SouthTrust's Board of Directors, desirable in order to provide flexibility
in connection with possible acquisitions and other corporate purposes, its
issuance could impede an attempt by a third party to acquire a majority of the
outstanding voting stock of SouthTrust.

Series A Junior Participating Preferred Stock

In connection with the adoption of the Stockholder Rights Plan described
above, SouthTrust's Board of Directors designated 500,000 shares of SouthTrust's
authorized but unissued SouthTrust Preferred Stock as Series A Junior
Participating Preferred Stock (which has been previously referred to as the
"Series A Preferred Stock"). The terms of the Series A Preferred Stock are such
that one share of Series A Preferred Stock will be approximately equivalent in
terms of dividend and voting rights, before adjustment for the Stock Splits, to
100 shares of SouthTrust Common Stock. No shares of Series A Preferred Stock
have been issued as of the date of this Proxy Statement/Prospectus.

30
<PAGE> 34
MARKET AND DIVIDEND INFORMATION RESPECTING THE
COMMON STOCK OF SOUTHTRUST AND BRADENTON

COMPARATIVE STOCK PRICES PER SHARE

The following table sets forth certain information as to the high and
low last sales price per share of SouthTrust Common Stock for the calendar
quarters indicated. The information listed below with respect to the high and
low last sales prices for SouthTrust Common Stock was obtained from NASDAQ (all
adjusted to reflect the Stock Splits), and reflects interdealer prices, without
retail markup, markdown or commissions, and may not represent actual
transactions.

<TABLE>
<CAPTION>
SouthTrust
Common Stock
---------------------
High Low
---- ---
<S> <C> <C> <C>
1991:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3/8 6 5/8
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 7/8 9 3/8
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3/4 9 7/8
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 1/4 12 1/4

1992:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 3/8 14 1/8
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 1/8 15
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 1/8 15 1/2
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 15 3/8

1993:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 1/8 16 3/4
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 1/8 18
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 1/8 18 1/2
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 5/8 17 1/4

1994:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 3/8 18 1/4
Second Quarter
(through May ___, 1994) . . . . . . . . . . . . . . . . . . . . . . . . -- --
</TABLE>

Shares of Bradenton Common Stock are not actively traded, and such
trading activity, as it occurs, takes place in privately negotiated
transactions. During the last two years, the sales price of shares of Bradenton
Common Stock of which Bradenton had knowledge ranged from $21.00 to $32.00 per
share. The last sale of Bradenton Common Stock of which Bradenton had knowledge
occurred on May 10, 1994, at a sales price of $32.00 per share.

On September 15, 1993 and September 17, 1993 (the trading days
immediately before and after the public announcement of the proposed Merger),
the last sales prices of SouthTrust Common Stock, as obtained from the NASD,
were $19 3/8 and $19 1/2, respectively; and on _________, 1994, the last sales
price of SouthTrust Common Stock as obtained from the NASD was $_____.

DIVIDENDS

Prior to 1989, Bradenton paid no dividends. In December 1989, Bradenton
paid a cash dividend of $0.10 per share. In each succeeding year, Bradenton has
paid a cash dividend in December which has increased by $0.01 in each such year,
paying a cash dividend of $0.11 in 1990, $0.12 in 1991, $0.13 in 1992 and $0.14
in 1993. Also,

31
<PAGE> 35
Bradenton distributed a thirty (30%) percent stock dividend to all stockholders
of record as of January 1, 1993. The payment of dividends is at the discretion
of the Board of Directors of Bradenton and is based upon the financial
condition of Bradenton, its earnings and other factors deemed relevant by the
Board of Directors of Bradenton. The payment of dividends by Bradenton is
restricted by the Florida Banking Code. The Board of Directors of Bradenton
may declare a dividend of so much of the aggregate of the net profits of a year
combined with its retained net profits of the preceding two years as it shall
judge expedient, and, with the approval of the Florida Department, may declare
a dividend from retained net profits which accrued prior to the preceding two
years, but must, before a declaration of a dividend on its common stock, carry
20% of its net profits for such preceding year as is covered by the dividend to
its surplus fund, until the same shall at least equal the amount of its common
stock then issued and outstanding. Bradenton may not declare a dividend at any
time at which its net income for the current year combined with the retained
net income from the preceding two years is a loss or which would cause
Bradenton's capital accounts to fall below the minimum amount required by law.

The following table sets forth the cash dividends per share declared on
SouthTrust Common Stock during the periods indicated (adjusted to reflect the
Stock Splits):

<TABLE>
<CAPTION>
Dividends Declared
per share of
SouthTrust Common Stock
-----------------------
<S> <C> <C>
1991:
First Quarter. . . . . . . . . . . . . . . . . . . . . . . . . $0.12
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.12
Third Quarter. . . . . . . . . . . . . . . . . . . . . . . . . 0.12
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.12

1992:
First Quarter. . . . . . . . . . . . . . . . . . . . . . . . . 0.13
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.13
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.13
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.13

1993:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.15
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.15
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.15
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.15

1994:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . 0.17
Second Quarter
(through May ___, 1994) . . . . . . . . . . . . . . . . . . . 0.17
</TABLE>

Dividends paid by SouthTrust on the SouthTrust Common Stock are at the
discretion of SouthTrust's Board of Directors and depend upon the restrictions
on the payment of dividends by banks as described below, SouthTrust's earnings
and financial condition and other relevant factors. The current policy of
SouthTrust is to pay dividends on a quarterly basis. Subject to an evaluation of
its earnings and financial condition and other factors, including the
restrictions on the payment of dividends by banks described below, SouthTrust
anticipates that it will continue to pay regular quarterly dividends with
respect to the SouthTrust Common Stock.

There are certain limitations on the payment of dividends to SouthTrust
by its subsidiary banks. The amount of dividends that each subsidiary national
bank of SouthTrust may declare in one year, without approval of the Office of
the Comptroller of the Currency ("OCC"), is the sum of the bank's net profits
for that year and its retained net profits for the preceding two years. Under
the rules of the OCC, the calculation of net profits is more restrictive under
certain circumstances. The banking authorities in the states where SouthTrust
owns state-chartered

32
<PAGE> 36
banks also regulate the payment of dividends by banks organized in such states.
Generally speaking, SouthTrust's subsidiary state banks may not declare or pay
a dividend, without the prior written approval of the applicable banking
authority, if the total of all dividends declared by such bank in any calendar
year would exceed the total of its net profits, as defined, for that year
combined with its retained net profits, as defined, for the preceding two
years. Under the foregoing laws and regulations, at December 31, 1993,
approximately $269.8 million was available for payment of dividends to
SouthTrust by its bank subsidiaries.

SHAREHOLDERS

As of March 31, 1994, there were approximately 187 holders of record of
Bradenton Common Stock.

COMPARISON OF THE COMMON STOCK
OF
SOUTHTRUST AND BRADENTON

The rights of Bradenton's shareholders are governed by the Articles of
Incorporation of Bradenton, the Bylaws of Bradenton and the laws of the State of
Florida. The rights of SouthTrust shareholders are governed by the Restated
Certificate of Incorporation of SouthTrust, the Bylaws of SouthTrust and the
laws of the State of Delaware. After the Merger becomes effective, the rights of
Bradenton's shareholders who become SouthTrust shareholders will be governed by
the laws of the State of Delaware and by SouthTrust's Restated Certificate of
Incorporation and Bylaws. The following summary of the rights of the holders of
SouthTrust Common Stock and the holders of shares of Bradenton Common Stock is
qualified in its entirety by reference to the Restated Certificate of
Incorporation and Bylaws of SouthTrust, the Articles of Incorporation and Bylaws
of Bradenton, the General Corporation Law of the State of Delaware and the
Florida Banking Code and, to the extent not inconsistent with the Florida
Banking Code, the Florida Business Corporation Act.

The sources of funds for payments of dividends by SouthTrust are its
subsidiaries. Because its primary subsidiaries are financial institutions,
payments made by such subsidiaries to SouthTrust are limited by law and
regulations of the bank regulatory authorities. The source of funds for payment
of dividends by Bradenton is its banking operations. The payment of dividends
by Bradenton is also limited by law and the regulations of the bank regulatory
authorities. See "DESCRIPTION OF SOUTHTRUST CAPITAL STOCK-SouthTrust Common
Stock-Dividend Rights" and "MARKET AND DIVIDEND INFORMATION RESPECTING THE
COMMON STOCK OF SOUTHTRUST AND BRADENTON" for information concerning the effect
of such limitations on SouthTrust's and Bradenton's ability to pay dividends.

VOTING RIGHTS AND OTHER MATTERS

The holders of Bradenton Common Stock and the holders of SouthTrust
Common Stock are each entitled to one vote per share on all matters brought
before the shareholders. The holders of the shares of SouthTrust Common Stock
and Bradenton Common Stock do not have the right to cumulate their votes in the
election of directors.

The Restated Certificate of Incorporation of SouthTrust provides that in
the event of a transaction or a series of transactions with an Interested
Stockholder (generally defined as a holder of more than 10% of the voting stock
of SouthTrust or an affiliate of such a holder) pursuant to which SouthTrust
would be merged into or with another corporation or securities of SouthTrust
would be issued in a transaction which would permit control of SouthTrust to
pass to another entity, or similar transactions having the same effect, approval
of such transaction requires the vote of the holders of 70% of the outstanding
voting securities of SouthTrust, except in cases in which either certain price
criteria and procedural requirements are satisfied or the transaction is
recommended to the shareholders by a majority of the members of the Board of
Directors of SouthTrust who are unaffiliated with the Interested Stockholder and
who were directors before the Interested Stockholder became an Interested
Stockholder. The Articles of Incorporation of Bradenton do not contain any
provisions requiring a certain percentage of outstanding shares of Bradenton
Common Stock which must be voted in favor of any merger, consolidation or sale,

33
<PAGE> 37
exchange or lease of all or substantially all of the assets of Bradenton.
Under the Florida Banking Code, any merger must be approved by a majority of
the shares of Bradenton Common Stock entitled to vote thereon. Under the
Florida Business Corporation Act, any sale, lease, exchange or other
disposition of all or substantially all of the assets requires the approval of
a majority of all the votes entitled to be cast on the transaction.

The Bylaws of SouthTrust provide that the members of the Board of
Directors are to be divided into three classes, which classes are as nearly
equal in number as possible. Each class has been elected for a three-year term.
At each annual meeting of shareholders, one-third of the members of the Board of
Directors will be elected for a three-year term, and the other directors will
remain in office. Therefore, control of the Board of Directors cannot be changed
in one year, and at least two annual meetings must be held before a majority of
the members of the Board of Directors can be changed. But for this provision in
the Bylaws, all directors would stand for election at each annual meeting. The
Articles of Incorporation and the Bylaws of Bradenton provide for the annual
election of the entire Board of Directors.

Both Delaware and Florida law provide (unless otherwise provided in a
corporation's charter or bylaws), that a director, or the entire Board of
Directors, may be removed by the stockholders with or without cause by vote of
the holders of a majority of the shares of capital stock of the corporation then
entitled to vote on the election of directors. The Restated Certificate of
Incorporation and Bylaws of SouthTrust, however, provide that the affirmative
vote of the holders of at least 70% of the voting power of the outstanding
capital stock entitled to vote for the election of directors is required to
remove a director or the entire Board of Directors from office and such removal
may be effected only for cause. The vacancy created by any such removal shall
then be filled by a majority vote of the directors then in office and the
successor director so elected shall fill the unexpired term of the director
removed from office. The Bylaws of Bradenton provide that a majority of the
voting stock issued and outstanding may remove from office any director at a
meeting called for the purpose of such vote.

The Bylaws of both SouthTrust and Bradenton also provide that vacancies
on the Board of Directors, caused by the death or resignation of a director or
the creation of a new directorship, may be filled by the remaining directors. A
person selected by the remaining directors to fill a vacancy will serve until
the annual meeting of shareholders at which the term of the class of directors
to which he has been appointed expires. Therefore, if a director of SouthTrust
who was recently elected to a three-year term resigns, the remaining directors
will be able to select a person to serve the remainder of that three-year term,
and such person will not be required to stand for election until the third
annual meeting of stockholders after his appointment.

Under the General Corporation Law of the State of Delaware (unless
otherwise provided in the certificate of incorporation), any action required or
permitted to be taken by the shareholders of a corporation may be taken without
a meeting and without a shareholder vote if a written consent is signed by the
holders of the shares of outstanding stock having the requisite number of votes
that would be necessary to authorize such action at a meeting of shareholders at
which all shares entitled to vote thereon were present and voted. Under the
Restated Certificate of Incorporation of SouthTrust, action by the written
consent of the stockholders is prohibited. Further, under the Restated
Certificate of Incorporation and Bylaws of SouthTrust, the shareholders are not
permitted to call a special meeting of shareholders or to require that the Board
of Directors call such a meeting. Under the Florida Business Corporation Act,
any action required or permitted to be taken by the shareholders of a
corporation may be taken without a meeting and without a shareholder vote if a
written consent is signed by the holders of the percentage of outstanding
capital stock necessary to take such action thereto.

The portions of the Restated Certificate of Incorporation of SouthTrust
described in certain of the preceding paragraphs may be amended only by the
affirmative vote of the holders of 70% of the outstanding voting stock of
SouthTrust. The Bylaws of Bradenton may be amended by a vote of the majority of
the Board of Directors, provided the amendment is not inconsistent with any
bylaws adopted by the stockholders, or by a vote of the majority of the
outstanding Bradenton Common Stock at a stockholders meeting.

The provisions contained in the Restated Certificate of Incorporation
and Bylaws of SouthTrust described above have the effect of making it more
difficult to change the Board of Directors, and may make the Board of Directors
less responsive to shareholder control. Those provisions also may tend to
discourage attempts by third parties to acquire SouthTrust because of the
additional time and expense involved and a greater possibility of failure.

34
<PAGE> 38
This also can affect the price that a potential purchaser would be willing to
pay for the stock of SouthTrust, thereby reducing the amount a stockholder
might realize in, for example, a tender offer for the stock of SouthTrust.

RIGHTS ON LIQUIDATION

In the event of liquidation, the holders of SouthTrust Common Stock and
the holders of Bradenton Common Stock will be entitled to receive pro rata any
assets distributable to shareholders with respect to the shares held by them,
after payment of indebtedness and, in the case of SouthTrust, after payment of
such preferential amounts as may be required to be paid to the holders of any
preferred stock presently outstanding or hereafter issued by such corporation.

PREEMPTIVE RIGHTS

The holders of SouthTrust Common Stock and Bradenton Common Stock do not
have any preemptive rights to purchase additional shares of any class of
securities, including common stock, of SouthTrust or Bradenton, respectively,
which may hereafter be issued.

REPORTS TO STOCKHOLDERS

The SouthTrust Common Stock is registered under the Exchange Act, and,
therefore, SouthTrust is required to provide annual reports containing audited
financial statements to shareholders and to file other reports with the
Commission and solicit proxies in accordance with the rules of the Commission.
SouthTrust also provides reports to its shareholders on an interim basis
containing unaudited financial information.

The Bradenton Common Stock is not registered under the Exchange Act.
Bradenton provides its shareholders with annual reports containing unaudited
financial statements of Bradenton.

STOCKHOLDERS' RIGHTS PLAN

As described above under the caption "DESCRIPTION OF SOUTHTRUST CAPITAL
STOCK - SouthTrust Common Stock - Stockholder Rights Plan," presently attached
to each share of SouthTrust Common Stock is four-ninths of a Right issued
pursuant to the Rights Agreement described under such caption.

SUPERVISION AND REGULATION

Bank Holding Company Regulation

SouthTrust is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended (the "Holding Company Act"), and is
registered with the Federal Reserve Board. Its banking subsidiaries are subject
to restrictions under federal law which limit the transfer of funds by the
subsidiary banks to SouthTrust and to nonbanking subsidiaries, whether in the
form of loans, extensions of credit, investments or asset purchases. Such
transfers by any subsidiary bank to SouthTrust or any nonbanking subsidiary are
limited in amount to 10% of the subsidiary bank's capital and surplus and, with
respect to SouthTrust and all such nonbanking subsidiaries, to an aggregate of
20% of such bank's capital and surplus. Furthermore, such loans and extensions
of credit are required to be secured in specified amounts. The Holding Company
Act also prohibits, subject to certain exceptions, a bank holding company from
engaging in or acquiring direct or indirect control of more than 5% of the
voting stock of any company engaged in non-banking activities. An exception to
this prohibition is for activities expressly found by the Federal Reserve Board
to be so closely related to banking or managing or controlling banks as to be a
proper incident thereto.

As a bank holding company, SouthTrust is required to file with the
Federal Reserve Board semiannual reports and such additional information as the
Federal Reserve Board may require. The Federal Reserve Board may also make
examinations of SouthTrust and its subsidiaries.

35
<PAGE> 39

According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when a bank holding company may not be able to provide such support.
Furthermore, in the event of a loss suffered or anticipated by the FDIC --
either as a result of default of a banking or thrift subsidiary of SouthTrust or
related to FDIC assistance provided to a subsidiary in danger of default -- the
other banking subsidiaries of SouthTrust may be assessed for the FDIC's loss,
subject to certain exceptions.

Various federal and state statutory provisions limit the amount of
dividends the subsidiary banks can pay to its holding companies without
regulatory approval. The approval of the OCC is required for any dividend by a
national bank to its holding company if the total of all dividends declared by
such bank in any calendar year would exceed the total of its net profits, as
defined by the OCC, for that year combined with its retained net profits for the
preceding two years less any required transfers to surplus or a fund for the
retirement of any preferred stock. Comparable prohibitions on the declaration of
dividends are imposed by the Alabama Banking Code, the Florida Banking Code, the
North Carolina Banking Code, the South Carolina Banking Code, the Tennessee
Banking Code and the Financial Institution Code of Georgia. In addition, a
national bank may not pay a dividend in an amount greater than its net profits
then on hand after deducting its loan losses and bad debts. For this purpose,
bad debts are defined to include, generally, the principal amount of loans which
are in arrears with respect to interest by six months or more or are past due as
to payment of principal (in each case to the extent that such debts are in
excess of the reserve for possible credit losses). Under the foregoing laws and
regulations, at December 31, 1993, approximately $269.8 million was available
for payment of dividends to SouthTrust by its bank subsidiaries. The payment of
dividends by any subsidiary bank may also be affected by other factors, such as
the maintenance of adequate capital for such subsidiary bank. In addition to the
foregoing restrictions, the Federal Reserve Board has the power to prohibit
dividends by bank holding companies if their actions constitute unsafe or
unsound practices. The Federal Reserve Board has issued a policy statement on
the payment of cash dividends by bank holding companies, which expresses the
Federal Reserve Board's view that a bank holding company experiencing earnings
weaknesses should not pay cash dividends that exceed its net income or that
could only be funded in ways that weaken the bank holding company's financial
health, such as by borrowing. Furthermore, the OCC also has authority to
prohibit the payment of dividends by a national bank when it determines such
payment to be an unsafe and unsound banking practice.

Regulation of Bradenton

Bradenton is chartered by the State of Florida and is subject to
comprehensive regulation, examination and supervision by the Florida Department,
the Federal Reserve Board and the FDIC. Bradenton is subject to other laws and
regulations applicable to banks, including limitations on loans to a single
borrower and to its directors, officers and employees; restrictions on the
opening and closing of branch offices; the maintenance of required capital and
liquidity ratios; the granting of credit under equal and fair conditions;
disclosure of the cost and terms of such credit; and restrictions as to
permissible investments. Bradenton is examined periodically by both the Florida
Department and the Federal Reserve Board, to each of whom it submits regular
periodic reports regarding its financing condition and other matters. Both the
Florida Department and the Federal Reserve Board have a broad range of powers to
enforce regulations under their respective jurisdictions, and to take
discretionary actions determined to be for the protection of the safety and
soundness of Bradenton, including the institution of cease and desist orders and
the removal of directors and officers. Bradenton's deposit accounts are insured
by the Bank Insurance Fund (the "BIF") of the FDIC up to a maximum of $100,000
per insured depositor. The FDIC issues regulations, has authority to conduct
periodic examinations, requires the filing of reports and generally supervises
the operations of its insured banks. This supervision and regulation is
intended primarily for protection of depositors.

Any insured bank which is not operated in accordance with or does not
conform to FDIC regulations, policies and directives may be sanctioned for
non-compliance. Proceedings may be instituted against any insured bank or any
director, officer, or employee of such bank engaging in unsafe and unsound
practices, including the violation of application of laws and regulations. The
FDIC has the authority to terminate insurance of accounts pursuant to procedures
established for that purpose.

36
<PAGE> 40
The federal government recently enacted a variety of measures to
recapitalize the BIF and to reform the deposit insurance system and other
aspects of federal banking regulation. As part of this process, federal deposit
insurance premiums increased significantly.

Risk-Based Capital Guidelines

Banks and bank holding companies are subject to regulations imposed by
the regulators respecting the maintenance of certain minimum capital levels.
For bank holding companies, such as SouthTrust, capital requirements are
computed both for individual bank subsidiaries as well as for the bank holding
company on a consolidated basis. In January 1989, the Federal Reserve Board
issued final risk-based capital guidelines for bank holding companies and member
banks, such as Bradenton. The guidelines, which became effective in March 1989,
were phased in over four years and, as of January 1, 1993, are final. Under the
guidelines, the minimum ratio of capital to risk-weighted assets (including
certain off-balance sheet items, such as standby letters of credit) is 8%. To
be considered a "well capitalized" bank or bank holding company under the
guidelines, a bank or bank holding company must have a total risk-based capital
ratio in excess of 10%. At December 31, 1993, Bradenton, SouthTrust and all of
SouthTrust's subsidiary banks were sufficiently capitalized to be considered
"well capitalized." See "SUPERVISION AND REGULATION - Recent Legislation." At
least half of the total capital is to be comprised of common equity, retained
earnings and a limited amount of perpetual preferred stock, after subtracting
goodwill and certain other adjustments ("Tier 1 capital"). The remainder may
consist of perpetual debt, mandatory convertible debt securities, a limited
amount of subordinated debt, other preferred stock not qualifying for Tier 1
capital and a limited amount of loan loss reserves ("Tier 2 capital").
SouthTrust's national banking subsidiaries are subject to similar capital
requirements adopted by OCC, and its state non-member bank subsidiaries are
subject to similar capital requirements adopted by the FDIC. In addition, the
Federal Reserve Board, the OCC and the FDIC have adopted a minimum leverage
ratio (Tier 1 capital to total assets) of 3%. Generally, banking organizations
are expected to operate well above the minimum required capital level of 3%
unless they meet certain specified criteria, including that they have the
highest regulatory ratings. Most banking organizations are required to maintain
a leverage ratio of 3% plus an additional cushion of at least 1% to 2%. The
guidelines also provide that banking organizations experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
upon intangible assets.

The following table sets forth the various regulatory capital ratios of
SouthTrust and Bradenton as of the periods indicated:

<TABLE>
<CAPTION>
Year Ended
December 31,
---------------------
1993 1992
--------- ---------
SouthTrust
----------
<S> <C> <C>
Regulatory capital Ratios:
Tier 1 risk-based capital* . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.55% 8.67%
Total risk-based capital* . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.39 12.18
Leverage ratio* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.51 6.48

Bradenton
---------

Regulatory capital Ratios:
Tier 1 risk-based capital* . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.04% 15.99%
Total risk-based capital* . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.29 17.25
Leverage ratio* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.55 7.64
</TABLE>

___________________
* Calculated under the risk-based and leverage capital guidelines in effect as
of December 31, 1993. Under these guidelines, regulatory required minimums
are 4% and 8% for Tier 1 and Total Capital ratios, respectively. The
leverage ratio must be maintained at a level generally considered to be in
excess of 3%.

37
<PAGE> 41
Regulatory Enforcement Authority

Under the Financial Institutions Reform, Recovery and Enforcement Act of
1989 ("FIRREA"), failure to meet the capital guidelines could subject a banking
institution to a variety of enforcement remedies available to federal regulatory
authorities, including the termination of deposit insurance by the FDIC. FIRREA
also significantly increased the enforcement authorities of the FDIC and other
federal regulators. It also authorizes the imposition of civil money penalties
of up to $1 million per day for violations of applicable law. Civil money
penalties may be applicable to any violation of a federal or state banking law
or regulation. Criminal sanctions apply to any knowing or willful violation.
The group of persons subject to enforcement proceedings includes any
"institution-affiliated party," who is defined to be (i) any controlling
stockholder, (ii) certain persons who participate in the affairs of an
institution, and (iii) attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful action that has or is likely to have an
adverse effect on an insured depository institution. FIRREA provides that an
institution-affiliated party may be subject to removal or suspension whenever
such person has violated any law, regulation or order or has engaged in an
unsafe or unsound practice that causes the institution to suffer financial loss.

Criminal penalties have also been raised. Sentences now extend up to 30
years for most crimes involving theft, fraud or embezzlement related to
financial institutions to as much as life imprisonment in the case of "financial
kingpins" who derive more than $5 million from their crimes within a certain
period. The Comprehensive Thrift and Bank Fraud Prosecution and Taxpayer
Recovery Act of 1990 (the "Recovery Act") also enhances the ability of federal
bank regulatory agencies through asset freezes and other steps to prevent the
dissipation of assets wrongfully obtained. The Recovery Act also amends
bankruptcy provisions to prevent their use in avoiding payment of fines. In
addition, the Recovery Act makes it a crime to knowingly conceal property from
the FDIC or to obstruct the examination of a depository institution.

Among other things, the Federal Deposit Insurance Corporation
Improvements Act ("FDICIA") requires the federal banking regulators to take
"prompt corrective action" with regard to depository institutions that do not
meet minimum capital requirements. FDICIA establishes five capital tiers which
are "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized." A
depository institution's capital tier will depend on how its capital levels
compare to various relevant capital measures and certain other factors, as
established by regulation, including supervisory ratings and the results of
examinations. The Federal Reserve Board has adopted regulations establishing
relevant capital measures and relevant capital levels. The relevant capital
measures are the total risk-based capital ratio, Tier 1 risk-based capital
ratio and the leverage ratio. See "Capital Requirements" above. Under the
regulations, bank holding companies, such as SouthTrust, will be considered (i)
well capitalized if it has a total risk-based capital ratio of 10% or greater, a
Tier 1 risk- based capital ratio of 6% or greater and a leverage capital ratio
of 5% or greater and is not subject to any order or written directive by the
Federal Reserve Board to meet and maintain a specific capital level for any
capital measure; (ii) adequately capitalized if it has a total risk-based
capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4% or
greater and a leverage capital ratio of 4% or greater (3% in certain
circumstances) and is not well capitalized; (iii) undercapitalized if it has a
total risk-based capital ratio of less than 8%, a Tier 1 risk-based capital
ratio of less than 4% or a leverage capital ratio of less than 4% (3% in certain
circumstances); (iv) significantly undercapitalized if it has a total risk-based
capital ratio of less than 6%, a Tier 1 risk-based capital ratio of less than 3%
or a leverage capital ratio of less than 3%; and (v) critically undercapitalized
if its tangible equity is equal to or less than 2% of average quarterly tangible
assets. As of December 31, 1993, each of Bradenton and SouthTrust had capital
levels which would permit it to be considered "well capitalized" under such
regulations. However, the actual regulatory classification is also dependent on
certain qualitative factors, as determined by federal banking regulators.

FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to
growth limitations and are required to submit a capital restoration plan.
Federal banking regulators may not accept a capital plan without determining,
among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the depository institution's capital. In
addition, for a capital restoration plan to be acceptable, the depository

<PAGE> 42
institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the
parent holding company under such guaranty is limited to the lesser of: (i) an
amount equal to 5% of the depository institution's total assets at the time it
became undercapitalized; and (ii) the amount which is necessary (or would have
been necessary) to bring the institution into compliance with all capital
standards applicable with respect to such institution as of the time it fails
to comply with the plan. If a depository institution fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.

Federal banking regulators have broad powers where an institution fails
to meet its capitalization requirements. The powers include mandating
management changes, replacing members of the board of directors, causing the
institution to sell stock, be acquired or reduce total assets, and precluding
receipt of deposits from correspondent banks. Certain actions by the federal
regulators are mandated by law. For undercapitalized institutions these include
asset growth restrictions, prohibitions on branching, acquisitions and the
payment of dividends and required submission of a capital restoration plan. A
significantly undercapitalized institution is also subject to limits on
compensation paid to its officers and is prohibited from paying above-market
rates on deposits. In addition to the foregoing, a critically undercapitalized
institution is prohibited from making payments on subordinated debt, engaging in
any transaction out of the ordinary course of business, amending its charter or
bylaws or changing its accounting methods. Critically undercapitalized
institutions are subject to the employment of a receiver or conservator.
Additional restrictions and requirements apply to each class of undercapitalized
institution.

FDICIA substantially revises the depository institution regulatory and
funding provisions of the Federal Deposit Insurance Act and makes revisions to
several other federal banking statutes. FDICIA requires federal banking
agencies to develop uniform accounting standards and requirements that are
consistent with, or no less stringent than, generally accepted accounting
principles. The federal banking agencies also are required by FDICIA to develop
a method for insured depository institutions to provide supplemental disclosure
of contingent liabilities and the estimated fair market value of assets and
liabilities, to the extent feasible and practicable, for any balance sheet,
financial statement, report or condition or other report required to be filed
with a federal banking agency. FDICIA requires that, no later than December 1,
1993, the federal banking agencies prescribe new safety and soundness standards.

FDICIA provides authority for special assessments against insured
deposits and for the development of a general risk-based deposit insurance
assessment system. The risk-based insurance assessment system would be used to
calculate a depository institution's semiannual deposit insurance assessment
based on the probability (as defined in the statute) that the deposit insurance
fund will incur a loss with respect to the institution. The FDIC has
implemented risk-based insurance premium system and an increase in the deposit
insurance premium for commercial banks and thrifts to an average of 25.4 basis
points, effective January 1, 1993, with the particular amount charged to an
institution dependent on its capital and regulatory standing and ranging from 23
to 31 basis points.

Each insured institution having over $500 million in total assets is
required to submit to the FDIC and make available to the public an annual report
on the institution's financial condition and management's responsibility and
assessment of the internal controls over financial reporting. The institution's
independent public accountant will be required to audit and attest to certain of
the statements made in that annual report.

FDICIA amended prior law with respect to the acceptance of brokered
deposits by insured depository institutions to permit only a "well capitalized"
(as defined in the statute as significantly exceeding each relevant minimum
capital level) depository institution to accept brokered deposits without prior
regulatory approval. A depository institution which has a capital level
category of "undercapitalized" may not accept brokered deposits. FDICIA also
established new uniform disclosure requirements for the interest rates and terms
of deposits accounts.

FDICIA also contains various provisions related to an institution's
interest rate risk. Under certain circumstances, an institution may be required
to provide additional capital or maintain higher capital levels to address
interest rate risks.

The foregoing necessarily is a general description of certain provisions
of FDICIA and does not purport to be complete. Furthermore, bills are presently
pending for the United States Congress and certain state

39
<PAGE> 43
legislatures and additional bills may be introduced in the future in the
Congress and state legislatures, to alter the structure, regulation and
competitive relationships of financial institutions. It cannot be predicted
whether or in what form any of these proposals will be adopted or the extent to
which the respective businesses of SouthTrust and Bradenton may be affected
thereby.

CERTAIN INFORMATION CONCERNING THE
BUSINESS OF BRADENTON

GENERAL

Bradenton is a state banking corporation which was organized under the
laws of the State of Florida in Bradenton, Florida in July, 1986. Bradenton
provides general retail and commercial banking services principally to customers
in Manatee County, Florida.

Bradenton is the largest city in Manatee County, Florida. Manatee County
has an aggregate population of approximately 223,500 persons. The economy of the
county is primarily based on tourism and service industries.

As of March 31, 1994, Bradenton had total deposits of approximately $44
million and total loans of approximately $25 million.

As of March 31, 1994, Bradenton employed approximately 26 persons.
Bradenton believes that its relations with its employees are good.

Market Data with Respect to Common Stock of Bradenton

There is not an established trading market in the shares of Bradenton
Common Stock, and the trading that occurs in the shares of Bradenton Common
Stock is inactive and is effected in privately negotiated transactions. During
the last two years, the sales price of shares of Bradenton Common Stock of which
Bradenton had knowledge ranged from $21.00 to $32.00 per share. The last sale of
shares of Bradenton Common Stock of which Bradenton had knowledge occurred on
May 10, 1994, at a sales price of $32.00 per share.

40
<PAGE> 44
<TABLE>
<CAPTION>

SELECTED FINANCIAL DATA OF THE BANK OF THE BRADENTON

Three Months Ended
March 31, Years Ended December 31,
------------------------ -------------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
------------ ---------- ------------ ------------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(In Thousands)

Net Interest Income $ 494 $ 512 $ 2,073 $ 1,939 $ 1,507 $ 1,320 $ 1,063

Provision for Loan
Losses 1 20 33 203 106 72 100

Net Income (Loss) 99 106 474 430 323 269 189

Per Share Data:
Net Income (Loss) 0.54 0.58 2.58 2.47 1.96 1.73 1.29
Cash Dividends 0 0 0.14 0.13 0.12 0.11 0.10

Total Average Equity $ 4,027 $ 3,545 $ 3,725 $ 3,140 $ 2,595 $ 2,128 $ 1,713
Total Average Assets 47,084 44,983 45,396 41,882 37,192 30,231 24,914

Ratios:
Average Equity to Assets 8.55% 7.88% 8.21% 7.50% 6.98% 7.04% 6.88%
Return on Average Equity 9.83 11.96 12.72 13.69 12.45 12.64 11.03
Return on Average Assets 0.84 0.94 1.04 1.03 0.87 0.89 0.76
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
Financial Statements of Bradenton and related Notes appearing elsewhere in this
Merger Agreement.

FINANCIAL CONDITION

Bradenton functions as a financial intermediary. As such, its financial
success results from its ability to manage its sources and uses of funds.

The primary source of funds are customers' deposits which take the form
of non-interest bearing demand accounts, interest bearing demand accounts,
savings accounts and interest bearing time accounts. Management's decisions as
to rates paid for each type of deposit directly affects the customers'
willingness to make deposits and the corresponding charge to operations for
interest expense.

Total deposits increased $4,976,642 (13.6%) and $232,437 (0.6%) from
1991 to 1992 and 1992 to 1993, respectively. Demand deposits (including NOW and
Money Market Accounts) increased $6,413,665 (49.2%) and $1,278,754 (6.6%) while
savings and time deposits decreased $1,437,023 (6.1%) and $1,046,317 (4.8%)
during the same periods. During the three months ended March 31, 1993 and 1994,
total deposits decreased $1,479,792 and $2,242,066, respectively. These changes
are attributed to the economic conditions in Bradenton's market area, and
historically low interest rates on interest bearing deposits.

Bradenton's principal use of funds is lending. The loan portfolio is
comprised of real estate loans, commercial loans, and consumer loans. During
1992 and 1993 gross loans increased $2,328,444 (11.3%) and

41
<PAGE> 45
$1,766,360 (7.7%), respectively. During the three months ended March 31, 1994
and 1993, total gross loans decreased $53,333 (0.2%) and increased $425,874
(1.9%), respectively.

Real estate loans comprise a majority of the loans made by Bradenton,
and averaged 74.0% and 77.4% of Bradenton's total loan portfolio during 1992 and
1993. Real estate loans increased $2,837,298 (20.1%) and $2,146,883 (12.6%) in
1992 and 1993.

Bradenton's commercial loans decreased $341,374 (7.9%) and $152,476
(3.9%) during 1992 and 1993 while consumer loans decreased $149,336 (7.0%) and
$225,745 (11.3%). The decline in loans reflected the economic slowdown during
the period.

A substantial portion of Bradenton's loan portfolio is in long term real
estate loans, with the major portion of those loans secured by single family
residences, generally regarded as the safest type of mortgage loan.

Additionally, all of the long term real estate loans held by Bradenton
are subject to annual interest rate adjustments, with the consumer loans tied to
changes in the Federal Home Loan Bank Board Index on Mortgage Loans for
Previously Occupied Single Family Homes.

While the adjustable interest rate feature may result in declining
income from existing loans in a declining interest rate market, it also provides
substantial protection for Bradenton in a rising interest rate market, allowing
Bradenton to increase its yield on long term real estate loans to compensate for
the increased costs of funds which accompany rising interest rates on loans.

In either scenario, rising or falling interest rates, the Index used can
be expected to lag behind the movement, thus increasing Bradenton's spread
between loans and cost of funds in a declining market, and reducing the spread
in a rising market.

At March 31, 1994 and December 31, 1993, approximately $6,187,852 and
$6,153,718, respectively, in bank loans were tied to changes in the Prime Rate.
Adjustments in the Prime Rate are immediate, while the cost of money changes
more slowly, thus having an opposite effect from mortgage loan interest rates.
When the Prime Rate is decreased, Bradenton's spread will be decreased in the
short term; while an increase in the Prime Rate increases Bradenton's spread
over the short term.

Uncertainty over the direction interest rates will take is the primary
reason banks have adopted cash management programs. The objective of cash
management is to schedule maturities of its deposits to coincide with maturities
of its loans and investments, enabling Bradenton to adjust its interest rates on
maturing loans at the same time it adjusts its interest rates on maturing
deposits, thus maintaining its interest rate spread.

Bradenton also invests its funds in securities, primarily U.S. Treasury
and U.S. Agency obligations. Investment securities increased $611,775 (4.0%)
from 1991 to 1992 and decreased $146,187 (0.9%) from 1992 to 1993. During the
first quarters of 1993 and 1994, investment securities decreased $474,832 (3.1%)
and increased $681,319 (10.8%), respectively. The Board of Directors'
investment policy provides specific guidelines for management to follow for the
investment of Bank funds.

Bradenton had an investment of $3,436,000 and $2,400,000 in Federal
Funds Sold at year end 1992 and 1993, respectively, and $3,098,000 and
$2,200,000 at March 31, 1993 and 1994, respectively. While these investments
are more volatile than other investments they tend to provide better liquidity.
Bank management continuously monitors the investment "mix" in an effort to
achieve the maximum return with the least exposure to risk.

While it is virtually impossible to maintain a precise balance of
maturing loans to maturing deposits, Bradenton has kept the ratio of Rate
Sensitive Assets to Rate Sensitive Liabilities within acceptable limits.

42
<PAGE> 46
LIQUIDITY

Liquidity refers to the ability to generate adequate funds when and as
required by Bradenton. Liquidity management involves meeting the funds flow
requirements of customers who may be either depositors wanting to withdraw
funds, or borrowers needing assurance that sufficient funds will be available to
meet their credit needs. This liquidity is primarily provided by new deposits
and maturing investments including loans, Federal Funds Sold and investment
securities. At December 31, 1993 securities maturing in one year or less
totalled $13,017,025 and Bradenton had $2,400,000 in Federal Funds Sold. This
represents 85.6% of Bradenton's total investment portfolio plus Federal Funds
Sold being available to meet Bradenton's short term liquidity needs. At March
31, 1994, these amounts were $12,990,187 and $2,200,000, representing 78.3%.

CAPITAL RESOURCES

The assessment of capital adequacy is dependent on several factors
including asset quality, earnings trends, liquidity, and economic conditions.
Bradenton continually monitors its current and projected capital adequacy
positions. Maintaining adequate capital levels is integral to provide stability
to Bradenton, resources to achieve Bradenton's growth objectives, and provide a
return to the stockholders in the form of dividends.

Bradenton's primary capital (stockholder's equity plus reserve for loan
losses) as a percentage of year end assets plus loan loss reserve increased from
8.33% at December 31, 1992 to 9.28% at December 31, 1993, and decreased to 9.07%
at March 31, 1994. Federal Reserve Bank and state capital adequacy guidelines
presume that a bank with a primary capital ratio between 6% to 7% or higher is
adequately capitalized.

The Federal Reserve Board which is the regulatory agency governing
Bradenton has guidelines for determining ratios to aid in the analysis and
determination of capital levels required to support a bank's operations. The
Federal Reserve Board has adopted risk-based capital guidelines that incorporate
factors weighing the relative credit risk of assets and items with
off-balance-sheet exposure. The guidelines also define regulatory capital,
placing strong emphasis on the equity components of regulatory capital.

The rules require a risk-based capital ratio of 8%, at least one half of
which must be made up of Core or Tier 1 capital elements. Bradenton's risk-based
capital ratio at December 31, 1993 was 18.04% and 18.40% at March 31, 1994.
Tier 1 capital generally consists of common stockholders' equity. Total
risk-based capital includes Tier 1 capital and reserves for loan losses, subject
to certain limitations. Bradenton's total risk-based capital ratio at December
31, 1993 was 19.29% and 19.65% at March 31, 1994. The guidelines also impose a
leverage requirement, defined as the ratio of Tier 1 capital to average assets.
The leverage ratio generally must exceed 4% for Bradenton to be considered Well
Capitalized, but is subject to evaluation at the discretion of the regulators.
Bradenton's leverage ratio at December 31, 1993 was 8.55% and 8.36% at March 31,
1994. The Federal Deposit Insurance Corporation Improvement Act of 1992
provided further guidance as to capital levels to be maintained by insured
depository institutions and corresponding supervisory treatments. Under these
guidelines Bradenton is considered "Well Capitalized," the highest of the five
supervisory groupings.

RESULTS OF OPERATIONS

Bradenton's Net Income has steadily increased over the past three years
from $322,659 in 1991 to $430,081 in 1992, and $473,976 in 1993. Net interest
income for the same years was $1,506,518, $1,938,829 and $2,072,702,
respectively, while non-interest income was $185,001, $245,432 and $231,451.
Bradenton's Net Income for the quarters ended March 31, 1993 and 1994 was
$105,620 and $99,101, respectively, with net interest income of $512,203 and
$494,291, respectively.

The amount of provision for possible loan losses is added to the Reserve
for Loan Loss during each accounting period. This provision is based upon the
Board of Directors' current evaluation of economic conditions, change in the
character and size of the loan portfolio, estimated net charge-offs, and other
pertinent indicators derived from a regulator review of the loan portfolio.

43
<PAGE> 47
During 1991, 1992, 1993 and the first quarter of 1994, Bradenton added
$106,138, $203,306, $33,002 and $836, respectively, to Reserve for Loan Loss.
Net charge-offs for 1991 were $71,138 representing .37% of average loans
outstanding; for 1992 were $169,306 representing .78% of average loans
outstanding; and for 1993 were $2,002 representing .01% of average loans
outstanding. There were no charge-offs during the first quarter of 1994.

Because the financial condition and results of operations for all
industries are traditionally reported on the basis of historical costs, they
have not reflected the effects of inflation in our economy. For example, in
industries with a significant amount of premises and equipment, reported
earnings are likely to be reduced by overstated depreciation expense. The
carrying costs of these assets may likewise be significantly overstated. In
industries where the level of inventories is significant, report earnings may be
understated by significant unrecognized gains in inventory values. Neither
premises and equipment nor inventories are significant in the banking industry.
Inflation, however, does have an important impact on the growth of total assets
in the banking industry, with result that equity capital must be increased more
frequently and at higher levels in order to maintain an appropriate ratio of
equity to assets. In the process, management must carefully balance the
distribution of pre-tax earnings among income taxes, dividends, and earnings
retained for investment.

The growth of total assets is affected by both increases in the supply
of money and the rate of inflation. For example, customers may require
increasing amounts of funds to acquire more costly goods and services, thus
increasing loan demand. Interest rates are also affected by inflation. For
example, changes in interest rates may closely approximate the rate of changes
in the prices of and demand for goods and services. On the other hand, the
level of interest rates may differ significantly from the level of prices of
goods and services. Thus, interest rates may decline with a slowing of price
level changes, although prices of goods and services remain relatively high.

Bradenton has adopted several strategies to cope with the effect of
inflation. An asset/liability management program has attempted to enhance the
balance between interest-sensitive assets and interest-sensitive liabilities.
Also, periodic reviews of banking services are conducted to adjust pricing for
current costs.

44
<PAGE> 48
AVERAGE BALANCES AND INTEREST RATES, INTEREST YIELD/RATES ON FULLY TAXABLE
EQUIVALENT BASIS

(Table 1)

The following table details average balances of interest-earning assets and
interest-bearing liabilities, the fully taxable equivalent amount of interest
earned/paid thereon, and the fully taxable equivalent yield/rate for the three
years ended December 31, 1993.

<TABLE>
<CAPTION>
1993 1992 1991
------------------------------- ----------------------------- ------------------------------
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
------------------------------- ----------------------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
(In thousands)

Loans, net of unearned income $ 24,088 $ 2,099 8.71% $ 21,863 $ 2,068 9.46% $ 19,403 $ 2,085 10.75%

Securities 15,253 688 4.51% 15,799 965 6.11% 14,685 1,101 7.50%

Short-term investments 2,712 80 2.95% 1,836 62 3.38% 1,565 90 5.75%
-------- ------- ------ -------- ------- ------ -------- ------- ------

Total interest-earning assets 42,053 2,867 6.82% 39,498 3,095 7.84% 35,653 3,276 9.19%

Allowances for loan losses (371) (330) (292)

Other assets 3,714 2,714 1,831
-------- ------- ------ -------- ------- ------ -------- ------- ------

Total assets $ 45,396 $ 41,882 $ 37,192
======== ======== ========

LIABILITIES AND STOCKHOLDERS'
EQUITY

Savings deposits $ 5,276 $ 116 2.20% $ 4,161 $ 126 3.03% $ 2,730 $ 141 5.16%

Interest-bearing demand deposits 11,268 257 2.28% 9,516 276 2.90% 7,161 335 4.68%

Time deposits 16,718 610 3.65% 19,405 930 4.79% 20,619 1,438 6.97%
-------- ------- ------ -------- ------- ------ -------- ------- ------

Total interest-bearing liabilities 33,262 983 2.96% 33,082 1,332 4.03% 30,510 1,914 6.27%

Demand deposits 7,681 5,049 3,614

Other liabilities 728 611 473
-------- ------- ------ -------- ------- ------ -------- ------- ------

Stockholders' equity 3,725 3,140 2,595
-------- ------- ------ -------- ------- ------ -------- ------- ------
Total liabilities and
stockholders' equity $ 45,396 $ 983 2.96% $ 41,882 $ 1,332 4.03% $ 37,192 $ 1,914 6.27%
======== ======= ====== ======== ======= ====== ======== ======= ======

Net interest income $ 1,884 $ 1,763 $ 1,362

Net interest margin 4.48% 4.46% 3.82%

Net interest spread 3.86% 3.81% 2.92%
</TABLE>

<PAGE> 49
PROVISION FOR LOAN LOSSES

The provision for loan losses was $33,002 in 1993, compared to $203,306
in 1992 and $106,138 in 1991. Table 2 "Allowance for Loan Losses" summarizes
information concerning the allowance for loan losses for the five year period
ending December 31, 1993.

ALLOWANCE FOR LOAN LOSSES
(Table 2)
(In Thousands)

The following table summarizes information concerning the allowance for loan
losses:

<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
------------ ------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Net Loans Outstanding - Year End $ 24,603 $ 22,838 $ 20,518 $ 18,046 $ 14,474
============ ============ ============ ============ ============

Average Net Loans - During Year $ 24,088 $ 21,863 $ 19,403 $ 16,461 $ 12,728
============ ============ ============ ============ ============

Balance-Beginning of Year $ 344 $ 310 $ 275 $ 212 $ 118

Provision Charged to Expense 33 203 106 72 100

Recoveries on Loans Previously Charged off 13 2 2 7 0

Loans Charged Off (15) (171) (73) (16) (6)
------------ ------------ ------------ ------------ ------------

Balance - End of Year $ 375 $ 344 $ 310 $ 275 $ 212
============ ============ ============ ============ ============

For the Period:
Net charge-offs as % of average loans 0.01% 0.77% 0.37% 0.05% 0.05%

Provision for loan losses as a % of net
charge-offs 1650.00% 120.12% 149.30% 800.00% 1666.67%

Provision for loan losses as a % of net
average loans 0.14% 0.93% 0.55% 0.44% 0.79%

Period End:
Allowance as a % of net loans 1.52% 1.51% 1.51% 1.52% 1.46%

Allowance as a % of non-performing
and more than 90 days past due NA 165.38% 248.00% 561.22% 336.51%
</TABLE>

46
<PAGE> 50
NON-PERFORMING ASSETS
(Table 3)
(In Thousands)

The following table summarizes Bradenton's non-performing assets and loans past
due 90 days or more and accruing as of December 31 for the last five years.

<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Non-Performing Loans $ 0 $ 203 $ 91 $ 0 $ 10

Other Real Estate Owned 725 598 572 0 0

Accruing Loans 90 Days or More Past Due 0 5 34 49 53
------------ ------------ ------------ ------------ ------------

Total Non-Performing Assets and
Accruing Loans 90 Days or More Past Due $ 725 $ 806 $ 697 $ 49 $ 63
============ ============ ============ ============ ============

Provision for Loan Losses $ 33 $ 203 $ 106 $ 72 $ 100
============ ============ ============ ============ ============

Net Charge-offs $ 2 $ 169 $ 71 $ 9 $ 6
============ ============ ============ ============ ============
</TABLE>

NON-INTEREST INCOME
(Table 4)

The following table presents an analysis of non-interest income for 1993, 1992
and 1991 together with the amount and percent change from the prior year for
1993 and 1992:

<TABLE>
<CAPTION>
Change From Prior Year
------------------------------------------
Year Ended 12/31 1993 1992
------------------------------ ------------------- ---------------------
1993 1992 1991 Amount % Amount %
-------- --------- -------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Service charges on deposit accounts $ 196 $ 174 $ 160 $ 22 12.6% $ 14 8.8%

Customer service fees and other income 29 15 16 14 93.3 (1) (6.3)

Gain on sale of assets 6 56 9 (50) NA 47 NA
-------- --------- -------- --------- -------- --------- ---------

Total non-interest income $ 231 $ 245 $ 185 $ (14) 106% $ 60 32.4%
======== ========= ======== ========= ======= ========= =========
</TABLE>

47
<PAGE> 51
NON-INTEREST EXPENSE
(Table 5)

The following table presents an analysis of non-interest expense for 1993, 1992
and 1991 together with the amount and percent change from the prior year for
1993 and 1992:

<TABLE>
<CAPTION>
Change From Prior Year
-------------------------------------------
Year Ended 12/31 1993 1992
------------------------------ -------------------- --------------------
1993 1992 1991 Amount % Amount %
-------- --------- -------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits $ 747 $ 658 $ 556 $ 89 13.5 $ 102 18.3%

Occupancy expense 142 135 128 7 5.2 7 5.5

Equipment expense 68 56 54 12 21.4 2 3.7

FDIC insurance 88 84 65 4 4.8 19 29.2

Printing and supplies 75 62 59 13 21.0 3 5.1

Professional fees 66 63 52 3 4.8 11 21.2

Insurance 15 17 17 (2) (11.8) 0 0.0

Data processing 61 65 63 (4) (6.2) 2 3.2

Communications 8 7 6 1 14.3 1 16.7

Business development 41 40 30 1 2.5 10 33.3

Loss on Sale of Assets 80 13 0 67 515.4 13 NA

Other 145 129 80 16 12.4 49 61.3
-------- --------- ------- --------- -------- --------- --------

Total non-interest expense $ 1,536 $ 1,329 $ 1,110 $ 207 15.6% $ 219 19.7%
======== ========= ======= ========= ======== ========= ========
</TABLE>

48
<PAGE> 52
BENEFICIAL OWNERSHIP OF BRADENTON COMMON STOCK

Bradenton is authorized under its Articles of Incorporation to issue
200,000 shares of Bradenton Common Stock. As of the Record Date, Bradenton had
issued and outstanding 184,933 shares of Bradenton Common Stock. The following
table sets forth information as of the Record Date with respect to those persons
known by Bradenton to be the beneficial owners of more than 5% of the
outstanding shares of Bradenton Common Stock, and as to shares of Bradenton
Common Stock beneficially owned by the directors of Bradenton individually and
by all officers and directors of Bradenton as a group. Management of Bradenton
knows of no other persons, other than those set forth in the following table,
who own beneficially more than 5% of the outstanding shares of Bradenton Common
Stock as of the date of this Proxy Statement/Prospectus. See "THE
MERGER-Background of the Merger; Reasons for Merger; Recommendation of the Board
of Directors of Bradenton."

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
---------------- -------------------- ---------
<S> <C> <C>
5% Shareholders:
George T. Smith (2) 30,698 Shares 16.60%
5060 19th Avenue West
Bradenton, Florida 34209

Jesse W. Simpson (2) 18,454 Shares 9.98%
6545 Connecticut Avenue
Sarasota, Florida 34243

George L. Thibodeau (2) 12,108 Shares 6.55%
503 Montezuma Drive
Bradenton, Florida 34209

Norman J. Pinardi (2) 11,051 Shares 5.98%
5812 9th Avenue Drive West
Bradenton, Florida 34209

Directors:
Ben W. Hardin 6,993 Shares 3.78%
4576 Aladdin Avenue
North Port, Florida 34287

Dozier B. Hilliard 1,827 Shares .99%
4406 Riverview Boulevard West
Bradenton, Florida 34209

Lloyd W. Geiger 174 Shares .10%
3707 24th Avenue West
Bradenton, Florida 34205

All Directors and Executive
Officers of Bradenton as 84,165 Shares 45.51%
a group (8 persons)

</TABLE>
__________________________
(1) Includes all shares held directly as well as by spouses and minor
children over which shares the named individuals or group of
individuals exercise sole or shared voting or investment power. The
figures set forth above do not include options to purchase Bradenton
Common Stock held by the directors and executive officers of Bradenton
as follows: Mr. Pinardi, 6,500; Mr. Geiger, 1,300; and Ms. Beverly R.
Albritton, 325.
(2) Messrs. Smith, Simpson, Thibodeau and Pinardi are directors of
Bradenton.

49
<PAGE> 53

LEGAL MATTERS

Certain legal matters in connection with the SouthTrust Common Stock
being offered hereby will be passed upon by Bradley, Arant, Rose & White, 1400
Park Place Tower, 2001 Park Place, Birmingham, Alabama, counsel for SouthTrust.
As of December 31, 1993, the partners and associates of the firm of Bradley,
Arant, Rose & White beneficially owned approximately 2,130,000 shares of
SouthTrust Common Stock.

EXPERTS

The consolidated financial statements of SouthTrust and subsidiaries
incorporated by reference in this Proxy Statement/Prospectus and elsewhere in
the Registration Statement have been audited by Arthur Andersen & Co.,
independent public accountants, for the periods indicated in their reports
thereon and are incorporated herein by reference in reliance upon the authority
of said firm as experts in giving said reports.

The balance sheets of Bradenton as of December 31, 1993 and 1992, and
the statements of operations, retained earnings and cash flows for each of the
three years in the period ended December 31, 1993, included in this Proxy
Statement/Prospectus have been incorporated herein in reliance on the report of
George Russell, independent certified accountant, as an expert in accounting and
auditing.

Mr. Russell is expected to be present at the Special Meeting with the
opportunity to make a statement if he desires to do so and to respond to
appropriate questions.

ADDITIONAL INFORMATION

OTHER BUSINESS

The Board of Directors of Bradenton does not know of any matter to be
brought before the Special Meeting other than as described in the Notice of
Special Meeting accompanying this Proxy Statement/Prospectus. If any other
matter comes before the Special Meeting, it is the intention of the persons
named in the accompanying proxy to vote the proxy in accordance with their best
judgment with respect to such other matters.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by SouthTrust with the Commission are
incorporated by reference herein:

SouthTrust's Annual Report on Form 10-K for the year ended
December 31, 1993 (including therein SouthTrust's Proxy
Statement for its Annual Meeting of Stockholders held April
20, 1994) (Commission File No. 0-3613); and

SouthTrust's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994 (Commission File No. 0-3613).

All documents filed by SouthTrust pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Proxy Statement/Prospectus
and prior to final adjournment of the Special Meeting, shall be deemed to be
incorporated by reference into this Proxy Statement/Prospectus from the date of
the filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Proxy Statement/Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Proxy
Statement/Prospectus.

50
<PAGE> 54

The audited financial statements of SouthTrust incorporated herein by
reference should only be read in conjunction with the discussion of consummated
and pending acquisitions set forth under the caption "SUMMARY - Parties to the
Merger - SouthTrust."

Copies of all documents with respect to SouthTrust incorporated by
reference (not including exhibits to the documents incorporated by reference
unless such exhibits are specifically incorporated into the documents
incorporated by reference) will be provided without charge to each person to
whom a copy of this Proxy Statement/Prospectus is delivered upon written or oral
request. Requests for such copies should be directed to Mr. Aubrey D. Barnard,
Secretary, SouthTrust Corporation, 420 North 20th Street, Birmingham, Alabama
35203, telephone number (205) 254-5000.

51
<PAGE> 55
INDEX TO THE FINANCIAL STATEMENTS
OF THE BANK OF BRADENTON

Caption
- -------
<S> <C>
Unaudited Financial Statements

Balance Sheet at March 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Statements of Operations for the three months ended March 31, 1994 and 1993 . . . . . . . . . . . F-3

Statements of Stockholders' Equity for the three months ended March 31, 1994 and 1993 . . . . . . F-4

Statements of Cash Flows for the three months ended March 31, 1994 and 1993 . . . . . . . . . . . F-5

Note to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

Audited Financial Statements:

Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

Balance Sheets at December 31, 1993 and 1992. . . . . . . . . . . . . . . . . . . . . . . . . . . F-8

Statements of Operations for the three years ended December 31, 1993, 1992 and 1991 . . . . . . . F-9

Statements of Stockholders' Equity for the three years ended December 31, 1993, 1992 and 1991 . . F-10

Statements of Cash Flows for the three years ended December 31, 1993, 1992 and 1991 . . . . . . . F-11

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12

</TABLE>

F-1

<PAGE> 56

THE BANK OF BRADENTON

Balance Sheet

March 31, 1994

Assets

<TABLE>
<S> <C>
Cash and Due From Banks $ 3,022,712

Investment Securities 17,289,774

Federal Funds Sold 2,200,000

Loans 24,193,750

Fixed Assets 464,632

Other Assets 1,251,629
------------

Total Assets $ 48,422,497
============

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
Demand--Non Interest Bearing $ 8,493,938
Demand--Interest Bearing 14,483,011
Savings Deposits 6,055,171
Time Deposits 14,904,589
------------
Total Deposits 43,936,709

Other 435,506
------------

Total Liabilities 44,372,215
------------
Common Stock--Par Value $8.00;
Authorized 200,000 Shares;
Issued and Outstanding 184,933 shares 1,479,464

Paid--In Surplus 1,478,264

Retained Earnings 1,092,554
------------

Total Stockholders' Equity 4,050,282
------------

Total Liabilities and Stockholders' Equity $ 48,422,497
============
</TABLE>

See accompanying note to financial statements

F-2

<PAGE> 57

THE BANK OF BRADENTON
Statements of Operations

<TABLE>
<CAPTION>
For the Three Months Ended March 31,
1994 1993
-------- --------
<S> <C> <C>
Interest Income:
Interest and Fees on Loans $ 552,070 $ 553,499
Interest on Investment Securities:
U. S. Treasury 105,411 79,643
U. S. Government Agencies 51,783 105,389
Corporate and Other 1,329 5,752
Interest on Federal Funds Sold 20,481 21,547
--------- ---------
Total Interest Income 731,074 765,830
--------- ---------
Interest Expense:
Savings Deposits and Interest
Bearing Demand Deposits 63,739 56,603
Other Time Deposits 173,044 197,024
--------- ---------
Total Interest Expense 236,783 253,627
--------- ---------

Net Interest Income 494,291 512,203

Provision for Possible Loan Losses 836 20,401
--------- ---------
Net Interest Income After Provision for
Possible Loan Losses 493,455 491,802

Other Operating Income:
Service Charges on Deposit Accounts 45,743 43,318
Other Service Charges, Commissions and Fees 12,277 5,391
Asset Disposals (30,000) (14,458)
--------- ---------
Net Interest and Other Operating Income After
Provision for Possible Loan Losses 521,475 526,053
--------- ---------
Other Operating Expenses:
Salaries 145,926 137,786
Employee Benefits 41,871 36,668
Occupancy Expense 35,648 34,310
Furniture and Equipment Expense 17,250 15,481
Other Operating Expenses 126,440 139,003
--------- ---------
Total Other Operating Expenses 367,135 363,248
--------- ---------

Income Before Income Taxes 154,340 162,805

Income Taxes 55,239 57,185
--------- ---------

Net Income $ 99,101 $ 105,620
========= =========

Net Income Per Share $ 0.54 $ 0.75
========= =========

Average Shares Outstanding 184,933 141,006
</TABLE>
See accompanying note to financial statements

F-3
<PAGE> 58

THE BANK OF BRADENTON

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Common Stock Total
----------------------- Retained Stockholders'
Shares Par Value Surplus Earnings Equity
-------- ----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1993 141,006 $ 1,128,048 $ 1,137,291 $ 1,226,110 $ 3,491,449

Net Income 105,620 105,620

------- ----------- ----------- ------------ -----------
Balance, March 31, 1993 141,006 $ 1,128,048 $ 1,137,291 $ 1,331,730 $ 3,597,069
======= =========== =========== ============ ===========

Balance, January 1, 1994 184,933 $ 1,479,464 $ 1,478,264 $ 1,008,053 $ 3,965,781

Net Income 99,101 99,101

Mark--to--market Adjustment (14,600) (14,600)
------- ----------- ----------- ------------ -----------
Balance, March 31, 1994 184,933 $ 1,479,464 $ 1,478,264 $ 1,092,554 $ 4,050,282
======= =========== =========== ============ ===========

</TABLE>

See accompanying note to financial statements

F-4
<PAGE> 59

THE BANK OF BRADENTON
Statements of Cash Flows
For the Three Months Ended March 31,

<TABLE>
<CAPTION>
1994 1993
----------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Interest Received $ 538,297 $ 522,811
Interest Paid (229,154) (195,702)
Cash Paid for Salaries and Benefits (163,249) (147,701)
Other Operating Expenditures (165,338) (171,982)
Other Operating Receipts 69,679 46,080
----------- -------------
Net Cash Provided by Operating Activities 50,235 53,506
----------- -------------

Cash Flows From Investing Activities:
Change in Investment Securities (1,673,691) (474,832)
Change in Loans 34,757 453,263
----------- -------------
Net Cash Used by Investing Activities (1,638,934) (21,569)
----------- -------------
Cash Flows from Financial Activities:
Change in Deposits 2,242,066 (1,642,784)

----------- -------------
Net Cash Provided by Financing Activities 2,242,066 (1,642,784)
----------- -------------

Net Increase (Decrease) in Cash and
Cash Equivalents $ 653,367 $ (1,610,847)
=========== =============

Reconciliation of Net Income to Net
Cash Provided by Operating Activities:
Net Income $ 99,101 $ 105,620
Adjustments:
Dividend Paid
Provision for Loan Losses 836 20,401
Depreciation and Amortization 11,722 10,415
Change in Other Assets (96,600) (110,652)
Change in Other Liabilities 41,320 36,232
Change in Interest Receivable (13,773) (30,688)
Change in Interest Payable 7,629 22,178
----------- -------------
Net Cash Provided by Operating Activities $ 50,235 $ 53,506
=========== =============
</TABLE>
See accompanying note to financial statements.

F-5
<PAGE> 60

THE BANK OF BRADENTON

Note to Financial Statements

Three Months Ended March 31, 1994 and 1993

1. The financial statements included herein have been prepared by
the Bank, without audit. Certain information and footnote
disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles
have been condensed or omitted, although the Bank believes
that the disclosures are adequate to make the information
presented not misleading. It is suggested that these
financial statements be read in conjunction with the annual
financial statement and the notes thereto. In the opinion of
the Bank, all adjustments (solely of a normal recurring
nature) necessary to present fairly the financial position of
the Bank as of March 31, 1994 and 1993 have been included.
The results of operations for such interim periods are not
necessarily indicative of the results for the entire year.

F-6
<PAGE> 61
GEORGE H. RUSSELL, JR.

CERTIFIED PUBLIC ACCOUNTANT

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

Independent Auditor's Report

Board of Directors and Stockholders
The Bank of Bradenton
Bradenton, Florida

I have audited the balance sheets of The Bank of Bradenton as of December 31,
1993 and December 31, 1992 and the related statements of operations, changes in
stockholders' equity and cash flows for each of the three years ended December
31, 1993. These financial statements are the responsibility of management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Bank of Bradenton as of
December 31, 1993 and December 31, 1992, and the results of its operations and
its cash flows for the three years then ended in conformity with generally
accepted accounting principles.

/s/ G. H. Russell, Jr.
- ---------------------------
Certified Public Accountant

Tampa, Florida
January 18, 1994, except for
Note J, as to which the date
is May 6, 1994.

F-7
<PAGE> 62

THE BANK OF BRADENTON
Balance Sheets

Assets

<TABLE>
<CAPTION>
December 31,
------------------------------------------------------------
1993 1992 1991
------------ ------------- -------------
<S> <C> <C> <C>
Cash and Due From Banks $ 2,169,345 $ 2,238,868 $ 1,345,186

Investment Securities (Notes A & B) 15,608,455 15,754,642 15,142,867

Federal Funds Sold 2,400,000 3,436,000 1,525,000

Loans (Note C) 24,227,671 22,493,305 20,208,485

Fixed Assets (Notes A & D) 472,708 409,384 387,481

Other Assets (Note E) 1,168,802 1,018,386 1,096,871
------------ ------------- -------------

Total Assets $ 46,046,981 $ 45,350,585 $ 39,705,890
============ ============= =============

LIABILITIES AND STOCKHOLDER'S EQUITY

Deposits
Demand--Non Interest Bearing $ 7,549,895 $ 8,649,217 $ 4,021,177
Demand--Interest Bearing 13,168,343 10,790,267 9,004,642
Savings Deposits 5,340,292 4,998,336 3,201,054
Time Deposits 15,636,113 17,024,386 20,258,691
------------ ------------- -------------
Total Deposits 41,694,643 41,462,206 36,485,564

Other (Note F) 386,557 396,930 473,143
------------ ------------- -------------

Total Liabilities 42,081,200 41,859,136 36,958,707
------------ ------------- -------------
Common Stock--Par Value $8.00;
Authorized 200,000 Shares;
Issued and Outstanding 184,933, 141,006
and 122,228 Shares at 1993, 1992, and
1991 respectively. 1,479,464 1,128,048 977,824

Paid--In Surplus 1,478,264 1,137,291 955,000

Retained Earnings 1,008,053 1,226,110 814,359
------------ ------------- -------------

Total Stockholders' Equity 3,965,781 3,491,449 2,747,183
------------ ------------- -------------

Total Liabilities and Stockholders' Equity $ 46,046,981 $ 45,350,585 $ 39,705,890
============ ============= =============

</TABLE>

See accompanying notes to financial statements

F-8
<PAGE> 63

THE BANK OF BRADENTON
Statements of Operations

<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------------------------
1993 1992 1991
------------ ----------- -----------
<S> <C> <C> <C>
Interest Income:
Interest and Fees on Loans $ 2,287,888 $ 2,243,813 $ 2,229,771
Interest on Investment Securities:
U. S. Treasury 365,326 425,518 644,260
U. S. Government Agencies 306,459 511,353 410,473
Corporate and Other 16,355 28,277 45,935
Interest on Federal Funds Sold 79,752 61,855 90,145
----------- ----------- -----------
Total Interest Income 3,055,780 3,270,816 3,420,584
----------- ----------- -----------
Interest Expense:
Savings Deposits and Interest
Bearing Demand Deposits 372,695 401,441 476,006
Other Time Deposits 610,383 930,546 1,438,060
----------- ----------- -----------
Total Interest Expense 983,078 1,331,987 1,914,066
----------- ----------- -----------

Net Interest Income 2,072,702 1,938,829 1,506,518

Provision for Possible Loan Losses (Notes A & C) 33,002 203,306 106,138
----------- ----------- -----------
Net Interest Income After Provision for
Possible Loan Losses 2,039,700 1,735,523 1,400,380

Other Operating Income: (Costs)
Service Charges on Deposit Accounts 195,847 174,402 160,272
Other Service Charges, Commissions and Fees 29,532 15,214 15,610
Security Sales 6,072 55,816 9,119
Asset Disposals (79,552) (12,886) 0
----------- ----------- -----------
Net Interest and Other Operating Income After
Provision for Possible Loan Losses 2,191,599 1,968,069 1,585,381
----------- ----------- -----------
Other Operating Expenses:
Salaries 575,469 529,573 447,978
Employee Benefits 171,912 128,673 108,199
Occupancy Expense (Note G) 141,521 134,640 128,058
Furniture and Equipment Expense (Note G) 67,710 56,085 54,425
Other Operating Expenses (Note G) 499,837 467,465 370,875
----------- ----------- -----------
Total Other Operating Expenses 1,456,449 1,316,436 1,109,535
----------- ----------- -----------
Income Before Income Taxes 735,150 651,633 475,846

Income Taxes 261,174 221,552 153,187
----------- ----------- -----------
Net Income $ 473,976 $ 430,081 $ 322,659
=========== =========== ===========
Net Income Per Share $ 2.58 $ 2.47 $ 1.90
=========== =========== ===========
Average Shares Outstanding (adjusted for
stock dividend January 1993) 183,687 174,002 164,530
</TABLE>

See accompanying note to financial statements

F-9
<PAGE> 64

THE BANK OF BRADENTON

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Common Stock Total
------------------------ Retained Stockholders'
Shares Par Value Surplus Earnings Equity
-------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1991 122,228 $ 977,824 $ 908,000 $ 553,367 $ 2,439,191

Net Income 322,659 322,659

Transfer 47,000 (47,000) 0

Cash Dividend (14,667) (14,667)
-------- ---------- ---------- ---------- ----------

Balance, December 31, 1991 122,228 977,824 955,000 814,359 2,747,183

Net income 430,081 430,081

Sale of Stock 18,778 150,224 182,291 332,515

Cash Dividend (18,330) (18,330)
-------- ---------- ---------- ---------- ----------

Balance, December 31, 1992 141,006 1,128,048 1,137,291 1,226,110 3,491,449

Net income 473,976 473,976

Sale of stock 1,670 13,360 12,160 727 26,247

Stock dividend 42,257 338,056 328,813 (666,869) 0

Cash dividend (25,891) (25,891)
-------- ---------- ---------- ---------- ----------

Balance, December 31, 1993 184,933 $ 1,479,464 $ 1,478,264 $ 1,008,053 $ 3,965,781
======== ========== ========== ========== ==========
</TABLE>

See accompanying notes to financial statements

F-10
<PAGE> 65
THE BANK OF BRADENTON
Statements of Cash Flows

<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------

1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Interest Received $ 3,075,686 $ 3,365,405 $ 3,380,722
Interest Paid (1,271,377) (1,464,910) (1,906,029)
Cash Paid for Salaries and Benefits (729,101) (627,684) (532,869)
Other Operating Expenditures (940,687) (843,985) (690,142)
Other Operating Receipts 232,445 242,170 201,839
------------ ------------ ------------
Net Cash Provided by Operating Activities 366,966 670,996 453,521
------------ ------------ ------------

Cash Flows From Investing Activities:
Change in Investment Securities 146,187 (611,775) (3,417,980)
Change in Loans (1,766,360) (2,504,451) (3,128,162)
Expenditures for Fixed Assets (111,004) (59,245) (31,581)
------------ ------------ ------------
Net Cash Used by Investing Activities (1,731,177) (3,175,471) (6,577,723)
------------ ------------ ------------
Cash Flows from Financial Activities:
Change in Deposits 232,437 4,976,642 6,776,210
Proceeds from Issuance of Common Stock 26,247 332,515 0
------------ ------------ ------------
Net Cash Provided by Financing Activities 258,684 5,309,157 6,776,210
------------ ------------ ------------

Net Increase (Decrease) in Cash and
Cash Equivalents $ (1,105,527) $ 2,804,682 $ 652,008
============ ============ ============
Reconciliation of Net Income to Net
Cash Provided by Operating Activities:
Net Income $ 473,976 $ 430,081 $ 322,659
Adjustments:
Dividend Paid (25,891) (18,330)
Provision for Loan Losses 33,002 203,306 106,138
Depreciation and Amortization 46,668 37,749 37,009
Change in Other Assets (170,322) 91,762 23,855
Change in Other Liabilities (18,292) (35,238) (4,315)
Change in Interest Receivable 19,906 94,589 (39,862)
Change in Interest Payable 7,919 (132,923) 8,037
------------ ------------ ------------
Net Cash Provided by Operating Activities $ 366,966 $ 670,996 $ 453,521
============ ============ ============
</TABLE>

See accompanying notes to financial statements

F-11
<PAGE> 66

THE BANK OF BRADENTON
Notes to Financial Statements
December 31, 1993, 1992, and 1991

Note A - Statement of Significant Accounting and Reporting Policies

Organization
The Banks accounting and reporting policies are in accordance with
generally accepted accounting principles and the general practice within
the banking industry. The following summarizes the more significant of
these policies:

The Bank of Bradenton ("the Bank") is a state chartered bank
incorporated under the laws of the State of Florida. The Bank was
organized during 1986 and commenced operations as of July 9, 1986.

The Bank has signed a letter of intent to enter into an Agreement and Plan
of Merger with SouthTrust Corporation dated September 15, 1993. The
agreement calls for the Bank of Bradenton to be merged with and into
SouthTrust. Each existing shareholder of the Bank as of a date to be
specified will receive 2.14 shares of SouthTrust for each share of
Bradenton stock owned.

Investment Securities
Investment securities are stated at cost, adjusted for amortization of
premium and accretion of discount to call date and price, or maturity as
applicable. Gains and losses are recognized when the securities are
disposed of.

In May 1993, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" (SFAS No. 115). The Bank has
not adopted the provisions of SFAS No. 115 as of December 31, 1993. SFAS
No. 115 requires the reporting of certain securities at fair value except
for those securities which the Bank has the positive intent and ability to
hold to maturity. Management is to determine the appropriate
classification of its investment securities at the time of purchase and
account for them as follows:

Held to maturity - Investment securities that management has the intent
and the Bank has the ability at the time of purchase to hold until maturity
are classified as securities held to maturity. Securities in this category
are carried at amortized cost adjusted for accretion of discounts and
amortization of premiums using the effective interest method over the
estimated life of the securities. If a security has a decline in fair
value below its amortized cost that is other than temporary, then the
security will be written down to its new cost basis by recording a loss in
the statement of operations.

Available for sale - Investment securities to be held for indefinite
periods of time and not intended to be held to maturity are classified as
available for sale. Assets included in this category are those assets that
management intends to use as part of its asset/liability management
strategy and that may be sold in response to changes in interest rates,
resultant prepayment risk and other factors related to interest rates and
resultant prepayment risk changes. Securities available for sale are
recorded at fair value. Both unrealized holding gains and losses on
securities available for sale, net of taxes, are included as a separate
component of stockholders' equity in the balance sheets until these gains
or losses are realized. The cost of investment securities sold is
determined by the specific identification method. If a security has a
decline in fair value that is other than temporary, then the security will
be written down to its fair value by recording a loss in the statement of
operations.

Trading securities - Securities that are held principally for the
purpose of selling in the near future are classified as trading securities.
These securities are recorded at fair value. Both unrealized gains and
losses are included in the consolidated statement of operations. The Bank
currently has no securities classified as trading securities.

F-12
<PAGE> 67

The Bank of Bradenton
Notes to Financial Statements

Note A - Statement of Significant Accounting and Reporting Policies, Continued

Loans
Loans are carried at the principal amount outstanding, net of deferred loan
fees. Interest is accrued on a simple-interest basis. Loans are charged to
the allowance for loan losses at such time as management considers them
uncollectible in the normal course of business. Accrual of interest on past
due loans is discontinued when not well collateralized and in the process of
collection. Classification of a loan as nonaccrual is not necessarily
indicative of a potential loss of principal.

Allowance for Loan Losses
The allowance for loan losses is based upon the Bank's current and historical
loss experience, management's overall evaluation of the inherent risks in the
loan portfolio and detailed evaluations of the collectibility and underlying
value of collateral. Ultimate losses may vary from the current estimates and
any adjustments, as they become necessary, are reported in earnings in the
periods in which they become known.

The Bank provides for loan losses by charges to current operations in amounts
sufficient to maintain the allowance at an adequate level based on factors
which, in management's judgment, affect the collectibility of the loans. Such
factors include changes in prevailing economic conditions, concentration of
credits, changes in the character and size of the loan portfolio and the
overall creditworthiness of the borrowers.

In May of 1993, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 114 "Accounting by Creditors
for Impairment of a Loan". The Statement requires that impaired loans that are
within the scope of this Statement be measured based on the present value of
expected future cash flows discounted at the loan's effective interest rate or
at the loan's observable market price or the fair value of the collateral if
the loan is collateral dependent. The Statement indicates that a creditor
should evaluate the collectibility of both contractual interest and contractual
principal of all receivables when assessing the need for a loan accrual. SFAS
No. 114 is effective for financial statements for fiscal years beginning after
December 15, 1994 with career application encouraged. Management believes that
the provisions of SFAS No. 114 will not have a material impact on the financial
position of the Bank upon adoption.

Fixed Assets
Fixed assets are stated at cost, less accumulated depreciation and amortization.
Charges to income for depreciation and amortization are computed on the
straight-line method using the following estimated useful lives:

Furniture and Equipment 3 to 20 years
Leasehold improvements 5 to 38 years

When properties are sold or otherwise disposed of, the gain or loss resulting
from the disposition is credited or charged to income. Expenditures for
maintenance and repairs are charged against income, and renewals and
betterments are capitalized.

Assets Acquired From Loan Defaults
Assets acquired from loan defaults are carried at the lower of the loan balance
plus acquisition costs or estimated net realizable value.

F-13
<PAGE> 68

THE BANK OF BRADENTON
Notes to Financial Statements

Note A - Statement of Significant Accounting and Reporting Policies, Continued

Net Income Per Share
Net income per share amounts are computed by dividing net income by the
weighted average number of common shares outstanding each year. Common stock
equivalents in the form of outstanding stock options are not included due to
the immaterial impact on dilution of net income per share.

Income Recognition
Interest income on all loans is accrued based upon the principal amount
outstanding. Non-refundable fees associated with the origination of loans are
deferred and recognized over the life of the loan.

Income Taxes
The Bank accounts for certain income and expense items (such as depreciation
expense and deferred compensation) in different time periods for financial
reporting purposes than for income tax purposes. Provisions for deferred taxes
are made in recognition of such timing differences, using the asset and
liability method set forth in SFAS No. 109, Accounting For Income Taxes.

Cash Flows
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks and federal funds sold, which are invested
primarily overnight.

F-14
<PAGE> 69

THE BANK OF BRADENTON
Notes to Financial Statements

NOTE 8 - INVESTMENT SECURITIES
A comparison of the par value, book value and the approximate market
value of investment securities follows:

December 31, 1993
-------------------------------------------------------
Approximate
Par Value Book Value Market Value
------------ ------------- ------------
<S> <C> <C> <C>
U.S. Treasury $ 9,500,000 $ 9,518,495 $ 9,550,853

U.S. Government Agencies 6,000,000 6,001,960 5,995,600

Federal Reserve Bank 88,000 88,000 88,000
------------ ------------- ------------
Total Investment Securities $ 15,588,000 $ 15,608,455 $ 15,634,453
============ ============= ============

December 31, 1992
-------------------------------------------------------
Approximate
Par Value Book Value Market Value
------------ ------------- ------------
<S> <C> <C> <C>
U.S. Treasury $ 5,500,000 $ 5,522,278 $ 5,576,017

U.S. Government Agencies 9,450,000 9,441,386 9,499,176

Other 778,000 790,978 792,770
------------ ------------- ------------
Total Investment Securities $ 15,728,000 $ 15,754,642 $ 15,867,963
============ ============= ============

December 31, 1991
-------------------------------------------------------
Approximate
Par Value Book Value Market Value
------------ ------------- ------------
<S> <C> <C> <C>
U.S. Treasury $ 9,000,000 $ 9,061,571 $ 9,249,338

U.S. Government Agencies 5,564,844 5,628,296 5,769,711

Other 453,000 453,000 458,769
------------ ------------- ------------
Total Investment Securities $ 15,017,844 $ 15,142,867 $ 15,477,818
============ ============= ============

</TABLE>

The Bank has elected not to adopt SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" until 1994. (Note A)

F-15

<PAGE> 70

THE BANK OF BRADENTON
Notes to Financial Statements

NOTE C - LOANS
Components of the loan portfolio are classified as follows:

<TABLE>
<CAPTION>
December 31,
--------------------------------------------------------------
1993 1992 1991
------------- -------------- --------------
<S> <C> <C> <C>
Real Estate Loans $ 19,118,662 $ 16,971,779 $ 14,134,481
Commercial Loans 3,804,291 3,956,767 4,298,141
Consumer Installment Loans 1,772,142 1,997,887 2,147,223
Overdrafts 6,789 9,091 27,235
------------- -------------- --------------
Total Loans 24,701,884 22,935,524 20,607,080
Less:
Reserve for Loan Losses 375,000 344,000 310,000
Deferred Loan Income 99,213 98,219 88,595
------------- -------------- --------------
Net Loans $ 24,227,671 $ 22,493,305 $ 20,208,485
============= ============== ==============

</TABLE>

<TABLE>
<CAPTION>
NOTE D - FIXED ASSETS
A summary of the Banks' fixed assets follows:

December 31,
-----------------------------------------------------------
1993 1992 1991
---------- ----------- -----------
<S> <C> <C> <C>
Leasehold Improvements $ 270,992 $ 244,377 $ 217,030
Furniture, Fixtures and
Equipment 387,992 312,193 280,295
---------- ----------- -----------
658,984 556,570 497,325
Less Accumulated depreciation
and amortization 186,276 147,186 109,844
---------- ----------- -----------
$ 472,708 $ 409,384 $ 387,481
========== =========== ===========

</TABLE>

F-16

<PAGE> 71

THE BANK OF BRADENTON
Notes to Financial Statements

Note E - Other Assets
Other Assets are classified as follows:
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------
Income Earned - Not Collected: 1993 1992 1991
----------- ----------- ----------
<S> <C> <C> <C>
Investment Securities $ 148,977 $ 170,059 $ 234,829
Loans 131,644 130,468 160,288
----------- ----------- ----------
280,621 300,527 395,117
Prepaid Expenses 84,403 68,646 60,968
Forfeited Property 725,065 598,010 571,882
Other 78,713 51,203 68,904
----------- ----------- ----------
Total Other Assets $ 1,168,802 $ 1,018,386 $ 1,096,871
=========== =========== ===========
</TABLE>

Note F - Other Liabilities
Other Liabilities are classified as follows:

<TABLE>
<CAPTION>
December 31,
-----------------------------------------------
Accrued Expenses: 1993 1992 1991
--------- --------- ---------
<S> <C> <C> <C>
Interest on Deposits $ 205,127 $ 197,208 $ 330,131
Income Taxes Payable 75,511 110,727 46,139
Other 105,919 88,995 96,873
--------- --------- ---------
Total Other Liabilities $ 386,557 $ 396,930 $ 473,143
========= ========= =========

</TABLE>

F-17
<PAGE> 72

THE BANK OF BRADENTON
Notes to Financial Statements

Note G - Operating Expenses
Operating expenses include the following:

Year Ended December 31,
-------------------------------------------------
1993 1992 1991
--------- --------- ---------
<S> <C> <C> <C>
Occupancy Expenses:
Rent $ 85,115 $ 81,810 $ 77,865
Repairs and Maintenance 15,002 16,766 15,100
Utilities 12,611 11,293 10,418
Taxes 13,746 13,355 14,168
Depreciation 11,002 8,949 8,078
Other 4,045 2,467 2,429
--------- --------- ---------
Total Occupancy Expense $ 141,521 $ 134,640 $ 128,058
========= ========= =========

Furniture and Equipment Expense:
Depreciation $ 35,666 $ 28,800 $ 28,931
Repairs and Maintenance 23,502 20,590 19,310
Taxes, Rent & Insurance 8,542 6,695 6,184
--------- --------- ---------
Total Furniture & Equipment Expense $ 67,710 $ 56,085 $ 54,425
========= ========= =========

Other Operating Expenses:
Data Processing $ 61,223 $ 65,398 $ 63,306
Professional Fees 65,784 62,540 52,366
Advertising 40,685 39,854 30,111
General Insurance 14,971 17,309 17,413
FDIC Insurance 88,463 83,786 65,321
Printing and Office Supplies 74,945 61,977 59,632
Dues and Subscriptions 15,897 14,357 9,124
Travel and Entertainment 2,939 4,361 2,528
Correspondent Bank Charges 26,942 23,224 18,507
Telephone 8,494 6,521 6,173
Taxes 9,122 9,930 7,668
Armored Car and Courier 6,077 4,693 4,265
Deferred Compensation 15,456 12,860 11,174
Conventions and Meetings 12,306 9,293 9,777
Other Real Estate 17,709 24,321 0
Sundry 38,824 27,041 13,510
--------- --------- ---------
Total Other Operating Expense $ 499,837 $ 467,465 $ 370,875
========= ========= =========
</TABLE>

F-18
<PAGE> 73

THE BANK OF BRADENTON
Notes to Financial Statements
December 31, 1993

Note H - Commitments and Contingencies
George Smith, A Director and Chairman of the Board is the owner of the
property on which the Bank is located. The Bank leases the land and
building. The Bank paid $88,715 and $85,410 in 1993 and 1992
respectively, for rent of the facilities (occupied in May, 1988).
Three (3) years after the commencement of the lease, the rent
increased annually by an amount equal to the greater of five percent
(5%) or the increase in the Consumer's Price Index during the previous
lease year. The lease is net for a twenty (20) year period. The
Bank has two options to renew for additional ten (10) year periods.
The Bank also has an option to purchase the property at any time
during the lease period after the expiration of three (3) years
following the completion of the permanent bank building, for a price
equal to the then current value of the improved property.

Note I - Stock Options
The Board of Directors of the Bank have adopted The Bank of Bradenton
Stock Options Plan ("the plan") which was approved by the holders of
a majority of the outstanding shares of common stock. The plan
provides for the issuance of up to an aggregate of 13,000 shares
(adjusted for stock dividend) common stock. The option price may not
be less than the greater of the fair market value of the common stock
on the date of the grant or 125% of the par value of the shares of
stock. The options may be either "incentive stock options" as defined
in Section 422A of the Internal Revenue Code or options which do not
qualify as incentive stock options. Only officers and employees of the
Bank are eligible for stock options. A director may not be granted
a stock option unless he is also an officer of or an employee of the
Bank. Option exercise periods will not exceed ten (10) years, or such
shorter period as may be specified in the grant by the Board.

F-19
<PAGE> 74
THE BANK OF BRADENTON
Notes to Financial Statements

Note I - Stock Options continued
As compensation for services which these individuals are expected to
render to the Bank in the future, and, as compensation for the
services they rendered in connection with the organization of the
Bank, the Bank granted the following stock options:

Name of Optionee

<TABLE>
<CAPTION>
Original: Number of Term of Price of Date
June 13, 1986 Shares* Options Option* Exercised
------------- --------- ------- -------- ---------
<S> <C> <C> <C> <C>
Norman J. Pinardi 3,900 10 Years $ 11.54
Lloyd W. Geiger 2,000 10 Years 15.00 1988-1992
Marlene J. Einwag 250 10 Years 15.00 1989
Beverley R. Albritton 325 10 Years 11.54

January 20, 1987
----------------
Deborah S. Harloff 325 10 Years 12.31 1993

June 13, 1989
-------------
Norman J. Pinardi 1,300 10 Years 17.31
Lloyd W. Geiger 1,300 10 Years 17.31

May 21, 1991
------------
Dana D. Sanborn 1,300 10 Years 16.92 1993

June 15, 1992
-------------
Norman J. Pinardi 1,300 10 Years 17.69

July 21, 1992
-------------
Vickie D. Einwag 325 10 Years 17.69
</TABLE>

* Adjusted for stock dividend

F-20
<PAGE> 75
THE BANK OF BRADENTON

Notes to Financial Statements

Note J - Subsequent Event:

On January 31, 1994, and amended April 27, 1994, the Bank entered into
an Agreement and Plan of Merger (the Merger Agreement) with SouthTrust
Corporation, a Delaware corporation (SouthTrust), SouthTrust of Florida, Inc.,
a Florida corporation and wholly-owned subsidiary of SouthTrust (ST-Sub) and
SouthTrust Bank of Sarasota County, a Florida state banking association
(ST-Bank). Under the Merger Agreement, the Bank will be merged with and into
ST-Bank and the shareholders of the Bank will receive 2.14 shares of common
stock of SouthTrust in exchange for each outstanding share of common stock of
the Bank.

F-21
<PAGE> 76
EXHIBIT A

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST BANK OF SARASOTA COUNTY

AND

THE BANK OF BRADENTON

JOINED IN BY

SOUTHTRUST OF FLORIDA, INC.

AND

SOUTHTRUST CORPORATION

A-1
<PAGE> 77

<TABLE>
<S> <C> <C>
ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date; Constituent Corporations . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.4 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Bradenton Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.2 Bradenton Stock Options and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.3 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.4 Effectuating Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.5 Laws of Escheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BRADENTON

Section 3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.8 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.9 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.10 Legal Proceedings; Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.11 Taxes and Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.13 Title and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.14 Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.15 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.16 Commitments and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.17 Regulatory and Accounting Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.18 Registration Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.19 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.20 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.21 Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.22 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.23 Transactions with Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.24 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.25 Deposit Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.26 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

A-2

<PAGE> 78

<TABLE>
<S> <C> <C>
ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST, ST-SUB AND ST-BANK

Section 4.1 Organization and Related Matters of SouthTrust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.2 Organization and Related Matters of ST-Sub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.3 Organization and Related Matters of ST-Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.4 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.5 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.8 Legal Proceedings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.9 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.10 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.11 Accounting, Tax, Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.12 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.13 No Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.14 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Bradenton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.2 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.3 Access to Properties; Personnel and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.4 Approval of Bradenton Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.5 No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.6 Notice of Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.7 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.8 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.9 Environmental Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.10 Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.11 Surveys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.12 Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.13 Exemption Under Anti-Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.2 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.3 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.5 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.6 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.7 Reservation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.8 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.9 Certain Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.10 Officer Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

A-3

<PAGE> 79

<TABLE>
<S> <C> <C>
ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

Section 7.1 Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.4 Proxy Statement and Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST, ST-SUB AND ST-BANK

Section 8.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 8.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 8.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.6 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.7 Material Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.8 Matters Relating to Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.9 Officer Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.10 Acknowledgement of Option Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.11 Outstanding Shares of Bradenton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.12 Dissenters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.13 Certification of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF BRADENTON

Section 9.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 9.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 9.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 9.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 9.5 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 9.6 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 9.7 SouthTrust Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 9.8 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 10.3 Effect of Wrongful Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 10.4 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 10.5 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 10.6 Non-Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

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<PAGE> 80
<TABLE>
<S> <C> <C>
ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 11.3 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 11.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 11.8 Persons Bound; No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 11.9 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 11.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 11.11 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>

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<PAGE> 81

AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST BANK OF SARASOTA COUNTY
AND
THE BANK OF BRADENTON
JOINED IN BY
SOUTHTRUST OF FLORIDA, INC.
AND
SOUTHTRUST CORPORATION

This AGREEMENT AND PLAN OF MERGER, dated as of the 31st day of
January, 1994 (this "Agreement"), by and between SouthTrust Bank of Sarasota
County, a Florida state banking association ("ST-Bank"), and The Bank of
Bradenton, a Florida state banking association ("Bradenton"), and joined in by
SouthTrust of Florida, Inc., a Florida corporation ("ST-Sub"), and SouthTrust
Corporation, a Delaware corporation ("SouthTrust").

WITNESSETH THAT:

WHEREAS, ST-Sub wishes to acquire the assets and business of
Bradenton in exchange for stock of SouthTrust, the parent corporation of
ST-Sub, in a transaction that qualifies as a reorganization pursuant to section
368(a)(1)(C) of the Internal Revenue Code of 1986 (the "Code");

WHEREAS, ST-Sub desires to effect such acquisition through its
wholly-owned subsidiary, ST-Bank, and intends to acquire the assets and
business of Bradenton by causing Bradenton to be merged into ST-Bank;

WHEREAS, the respective Boards of Directors of ST-Bank and
Bradenton deem it in the best interests of ST-Bank and of Bradenton,
respectively, and of their respective shareholders, that ST-Bank and Bradenton
merge pursuant to this Agreement (the "Merger");

WHEREAS, the Boards of Directors of ST-Bank and Bradenton 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;

WHEREAS, SouthTrust, the sole shareholder of ST-Sub, will
deliver to ST-Sub, which in turn will deliver to the shareholders of Bradenton,
the consideration to be paid pursuant to the Merger in accordance with the
terms of this Agreement;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants, representations, warranties and agreements herein contained,
the parties agree that Bradenton will be merged with and into ST-Bank and that
the terms and conditions of the Merger, the mode of carrying the Merger into
effect, including the manner of converting the shares of common stock of
Bradenton, par value $8.00 per share, into shares of common stock of
SouthTrust, par value of $2.50 per share, shall be as hereinafter set forth.

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<PAGE> 82
ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date; Constituent
Corporations. (a) Subject to the provisions hereof, Bradenton shall be merged
with and into ST-Bank (which has heretofore and shall hereinafter be referred
to as the "Merger") pursuant to Sections 658.40 through 658.45 of the Florida
Financial Institutions Code and the applicable laws of the State of Florida and
ST-Bank shall be the resulting bank (sometimes hereinafter referred to as the
"Resulting Bank" when reference is made to it after the Effective Time of the
Merger (as defined below)). The Merger shall become effective on the date and
at the time on which the Merger is deemed effective by each of the Florida
Department of Banking and Finance and the Federal Deposit Insurance Corporation
(such time is hereinafter referred to as the "Effective Time of the Merger").
Subject to the terms and conditions hereof, unless otherwise agreed upon by
SouthTrust and Bradenton, the Effective Time of the Merger shall occur on the
tenth (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 (as defined
below) having authority over the transactions contemplated under this Agreement
and (ii) the date on which the shareholders of Bradenton, to the extent their
approval is required by applicable law, approve the transactions contemplated
by this Agreement. 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 and their
respective bank subsidiaries, the National Association of Securities Dealers,
Inc., all national securities exchanges and the Securities and Exchange
Commission (the "SEC").

(b) The closing of the Merger (the "Closing")
shall take place at the principal offices of Bradenton at 10:00 a.m. local time
on the day that the Effective Time of the Merger 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.

(c) The main office of Bradenton is located at
404 53rd Avenue West, Bradenton, Florida. The main office of ST-Bank is
located at 240 North Washington Street, Sarasota, Florida and, in addition,
ST-Bank has branch offices located at 4794 Tamiami Trail, Sarasota, Florida,
1201 Beneva Road, Sarasota, Florida and 1366 East Venice Avenue, Venice,
Florida.

(d) The proposed main office of the Resulting
Bank shall be located at 240 North Washington Street, Sarasota, Florida. The
branch offices of the Resulting Bank shall be each existing branch office of
Bradenton and ST-Bank and the existing main office of Bradenton.

(e) As of November 30, 1993, Bradenton had a
total capital of $3,942,686, divided into 184,933 shares of common stock, each
of $8.00 par value, and surplus and undivided profits of $984,957.86, and
ST-Bank had a total capital of $9,172,793, divided into 800,000 shares of
common stock, each of $1.00 par value, and surplus and undivided profits of
($957,129);

(f) After the Effective Time of the Merger, the
Resulting Bank shall have 800,000 shares of common stock, par value $1.00 per
share ("ST-Bank Common Stock"), authorized, 800,000 shares of which shall be
issued and outstanding and [no] shares of which shall be held as treasury
stock. The total amount of capital stock of the Resulting Bank shall be
$800,000, and the total capital of the Resulting Bank shall consist of such
capital stock, plus the combined capital and surplus of Bradenton and ST-Bank
(as stated in Section

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<PAGE> 83
1.1(e), 1.1(f) hereof), adjusted, however, for earnings (losses) between
November 30, 1993 and the Effective Time of the Merger.

(g) The Resulting Bank shall not have trust powers.

Section 1.2 Effect of Merger. At the Effective Time of the
Merger, Bradenton shall be merged with and into ST-Bank and the separate
existence of Bradenton shall cease. The articles of incorporation of the
Resulting Bank are set forth in Schedule I hereto which is incorporated herein
in its entirety. The articles of incorporation and bylaws of ST-Bank, as in
effect on the date hereof and as otherwise amended prior to the Effective Time
of the Merger, shall be the articles of incorporation and the bylaws of the
Resulting Bank until further amended as provided therein and in accordance with
applicable law. The Resulting Bank shall have all the rights, privileges,
immunities and powers and shall be subject to all the duties and liabilities of
a banking association organized under the laws of the State of Florida and
shall thereupon and thereafter possess all other privileges, immunities and
franchises of a private, as well as of a public nature, of each of the
constituent banks. All property (real, personal and mixed) and all debts on
whatever account, including subscriptions to shares, and all choses in action,
all and every other interest, of or belonging to or due to each of the
constituent banks so merged shall be taken and deemed to be transferred to and
vested in the Resulting Bank without further act or deed. The title to any
real estate, or any interest therein, vested in any of the constituent banks
shall not revert or be in any way impaired by reason of the Merger. The
Resulting Bank shall thenceforth be responsible and liable for all the
liabilities and obligations of each of the constituent banks so merged and any
claim existing or action or proceeding pending by or against either of the
constituent banks may be prosecuted as if the Merger had not taken place or the
Resulting Bank may be substituted in its place. Neither the rights of
creditors nor any liens upon the property of any constituent corporation shall
be impaired by the Merger.

Section 1.3 Further Assurances. From and after the Effective
Time of the Merger, as and when requested by, and at the expense of, the
Resulting Bank, the officers and directors of Bradenton last in office shall
execute and deliver or cause to be executed and delivered in the name of
Bradenton such deeds and other instruments and take or cause to be taken such
further or other actions as shall be necessary in order to vest or perfect in
or confirm of record or otherwise to the Resulting Bank title to and possession
of all of the property, interests, assets, rights, privileges, immunities,
powers, franchises and authority of Bradenton.

Section 1.4 Directors and Officers. From and after the Effective
Time of the Merger, the directors of the Resulting Bank shall be those persons
theretofore serving as directors of ST-Bank and the executive officers of the
Resulting Bank shall be those persons who are serving in such capacity
immediately prior to the Effective Time of the Merger, and such additional
persons, in each case, as SouthTrust, at or prior to the Effective Time of the
Merger, shall designate in writing. The names and addresses of the persons who
will serve as the directors and executive officers of the Resulting Bank until
the next annual meeting of stockholders or until such time as their successors
have been elected and have qualified are listed on Schedule II hereto, which is
incorporated herein in its entirety.

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Bradenton Shares. Subject to
the provisions hereof, as of the Effective Time of the Merger and by virtue of
the Merger and without any further action on the part of the holder of any
shares of common stock of Bradenton, par value $8.00 (the "Bradenton Shares"):

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<PAGE> 84
(a) All Bradenton Shares which are held by Bradenton
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, including, without limitation, Section
2.3 hereof, each Bradenton Share outstanding
immediately prior to the Effective Time of the
Merger shall be converted into the right to
receive 2.14 shares of common stock of SouthTrust
(and the rights associated therewith issued
pursuant to a Rights Agreement dated February 22,
1989 between SouthTrust and Mellon Bank, N.A.)
(such shares and rights, together, being referred
to as the "SouthTrust Shares") (such shares, as may
be adjusted, as provided herein, being hereinafter
referred to as the "Conversion Ratio"). The
Conversion Ratio, including the number of SouthTrust
Shares issuable in the Merger, shall be subject to
an appropriate adjustment in the event of any
stock split, reverse stock split, dividend payable
in SouthTrust Shares, reclassification or similar
distribution whereby SouthTrust issues SouthTrust
Shares or any securities convertible into or
exchangeable for SouthTrust Shares without
receiving any consideration in exchange therefor,
provided that the record date of such transaction
is a date after the date of the Agreement and
prior to the Effective Time of the Merger.

(c) Each outstanding Bradenton 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,
607.1302 and 607.1320 of the 1989 Florida
Business Corporation Act (the "Dissent Provisions"),
to the extent applicable, and has not effectively
withdrawn or lost his right to such appraisal (the
"Dissenting Bradenton Shares"), shall not be
converted into or represent a right to receive the
SouthTrust Shares issuable in the Merger but the
holder thereof shall be entitled only to such
rights as are granted by the Dissent Provisions.
Bradenton shall give SouthTrust prompt notice upon
receipt by Bradenton of any written objection to
the Merger and any written demands for payment of
the fair or appraised value of Bradenton Shares,
and of withdrawals of such demands, and any other
instruments provided to Bradenton 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
Bradenton Shares held by such Dissenting Shareholder
shall receive payment therefor from SouthTrust Bank
of Alabama, N.A., as escrow agent (the "Escrow
Agent") on behalf of Bradenton, out of funds provided
to the Escrow Agent by Bradenton in accordance with
the provisions of Section 2.1(d) (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
Bradenton Shares shall be canceled. Prior to the
Effective Time of the Merger, Bradenton shall not,
except with the prior written consent of ST-Sub,
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
Bradenton Shares held by such Dissenting Shareholder
shall thereupon be deemed to have been converted
into the right to receive the consideration to be
issued in the Merger as provided by this Agreement.

(d) With respect to each Dissenting Shareholder, on or
immediately prior to the Effective Time of the
Merger, Bradenton shall deposit with the Escrow
Agent

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<PAGE> 85
an amount in cash equal to 150% of the consideration
(computed in the same manner set forth in Section 2.3
hereof) such Dissenting Shareholder would have
received in the Merger but for the exercise of the
Dissent Provisions (the "Dissent Escrow"). The
Escrow Agent shall disburse the Dissent Escrow to
such Dissenting Shareholders in accordance with the
Dissent Provisions. Any and all funds remaining in
the Dissent Escrow after such disbursement shall be
remitted by the Escrow Agent to the Resulting Bank.

Section 2.2 Bradenton Stock Options and Related Matters. (a) As
of the Effective Time of the Merger, all rights with respect to the Bradenton
Shares issuable pursuant to the exercise of stock options ("Bradenton Options")
granted by Bradenton under stock option plans of Bradenton (the "Bradenton
Stock Option Plans"), which are outstanding at the Effective Time of the
Merger, whether or not such Bradenton Options are then exercisable, shall,
subject to this section, be converted into and become rights with respect to
SouthTrust Shares, and shall be assumed by ST-Sub in accordance with the terms
of the particular Bradenton Stock Option Plan under which such Bradenton
Options were issued and the stock option agreement by which such Bradenton
Options are evidenced. From and after the Effective Time of the Merger, (i)
each Bradenton Option assumed by ST-Sub hereunder may be exercised solely for
SouthTrust Shares, which SouthTrust Shares, prior to the exercise of each
Bradenton Option, either shall be transferred to ST-Sub by SouthTrust or ST-Sub
shall purchase such SouthTrust Shares from SouthTrust in exchange for a
purchase price in cash or its equivalent equal to the last sale price of the
SouthTrust Shares, as reported by the Automated Quotation System of the
National Association of Securities Dealers, Inc.-National Market System
("NASDAQ") as of the last trading prior to the transfer of the SouthTrust
Shares to ST-Sub or, at ST-Sub's election, the last trading day prior to the
exercise of each such Bradenton Option, (ii) the number of SouthTrust Shares
subject to such Bradenton Option shall be equal to the number of Bradenton
Shares subject to such Bradenton Option immediately prior to the Effective Time
of the Merger multiplied by the Conversion Ratio and (iii) the per share
exercise price under each such Bradenton Option shall be adjusted by dividing
the per share exercise price under each such Bradenton Option by the Conversion
Ratio and rounding down to the nearest cent.

(b) At all times after the Effective Time of the Merger,
SouthTrust, in accordance with Section 2.2(a)(i) above, shall make available to
ST-Sub, and SouthTrust shall reserve for issuance such number of SouthTrust
Shares as shall be necessary to permit the exercise of the Bradenton Options in
the manner contemplated by this Agreement. SouthTrust shall transmit for
filing with the SEC a Registration Statement on Form S-3 or Form S-8, as the
case may be (or any successor or other appropriate form) (the "Registration
Statement for the Options"), on the first business day following the the
Effective Time of the Merger, and shall use its best efforts to cause the
Registration Statement for the Options to become effective and shall maintain
the effectiveness of the Registration Statement for the Options (and the
prospectus or prospectuses contained therein) for so long as any of the
Bradenton Options remain outstanding. SouthTrust shall make any filings
required under any applicable state securities laws to qualify the SouthTrust
Shares subject to such Bradenton Options for resale thereunder.

(c) The number of SouthTrust Shares subject to the
Bradenton Options to be assumed by SouthTrust hereunder and the exercise price
thereof shall, from and after the Effective Time of the Merger, be subject to
appropriate adjustment in the event of the occurrence of any transaction
described in the last sentence of Section 2.1(b) hereof if the record date with
respect to such transaction is on or after the Effective Time of the Merger.

(d) It is intended that the foregoing assumption of
Bradenton Options shall be undertaken in a manner that will not constitute a
"modification" as defined in Section 424 of the Code as to any stock option
which is an "incentive stock option" as defined in Section 422 of the Code.
All restrictions or limitations on transfer with respect to Bradenton Shares
awarded under a Bradenton Stock Option Plan ("Restricted Stock"), to the extent
that such restrictions or limitations shall not have already lapsed, shall
remain in full force and effect with respect to the SouthTrust Shares into
which such Restricted Stock is converted pursuant to this Agreement, unless
such restrictions arise under the Securities Act of 1933 and are eliminated by
virtue of the Registration Statement described in Section 2.2(b) above.

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<PAGE> 86
(e) Bradenton acknowledges that the holders of Bradenton
Options who may become or be deemed to be executive officers or directors of
SouthTrust after the Effective Time of the Merger may be subject to the
short-swing sale restrictions of the Securities Exchange Act of 1934 and
regulations promulgated thereunder.

(f) At the election of SouthTrust, Bradenton shall
procure from each holder of Bradenton Options, and shall deliver to ST-Sub at
the Closing, an executed acknowledgement of the treatment and disposition of
such holder's Bradenton Options, as provided for under Section 2.2 of this
Agreement.

Section 2.3 Fractional Shares. Notwithstanding any other
provision of this Agreement, each holder of Bradenton Shares converted pursuant
to the Merger, who would otherwise have been entitled to receive a fraction of
a SouthTrust Share (after taking into account all certificates delivered by
such holder), shall receive, in lieu thereof, cash (without interest) in an
amount equal to such fractional part of such SouthTrust Share, multiplied by
the market value of one SouthTrust Share at the Effective Time of the Merger.
The market value of one SouthTrust Share at the Effective Time of the Merger
shall be the last sale price of such SouthTrust Shares, as reported by NASDAQ
on the last trading day preceding the Effective Time of the Merger, or, if the
SouthTrust Shares hereafter become listed for trading on any national
securities exchange registered under the Securities Exchange Act of 1934, the
last sale price of such SouthTrust Shares on the applicable date as reported on
the principal securities exchange on which the SouthTrust Shares are then
listed for trading. No such holder will be entitled to dividends, voting
rights or any other rights as a shareholder in respect of any fractional share.

Section 2.4 Effectuating Conversion (a) As soon as practicable
following the Closing Date, SouthTrust and ST-Sub, acting through their agents
or designees, including, without limitation, Mellon Bank, N.A., shall send or
cause to be sent to each former holder of record of Bradenton Shares
transmittal materials (the "Letter of Transmittal") for use in exchanging their
certificates formerly representing Bradenton Shares for the consideration
provided for in this Agreement. The Letter of Transmittal will contain
instructions with respect to the surrender of certificates formerly
representing Bradenton Shares for the consideration contemplated by this
Agreement and will require each holder of Bradenton Shares to transfer good and
marketable title to such Bradenton Shares to SouthTrust, free and clear of all
liens, claims and encumbrances. Upon receipt of properly completed Letters of
Transmittal, SouthTrust and St-Sub, acting through their agents or designees,
shall cause the appropriate number of SouthTrust Shares to be issued to the
former holders of Bradenton Shares. Amounts that would have been payable to
Dissenting Shareholders for Bradenton Shares but for the fact of their dissent
in accordance with the provisions of Section 2.1(c) hereof shall be handled in
accordance with and in a manner consistent with the Dissent Provisions.

(b) At the Effective Time of the Merger, the stock
transfer books of Bradenton shall be closed as to holders of Bradenton Shares
immediately prior to the Effective Time of the Merger and no transfer of
Bradenton Shares by any such holder shall thereafter be made or recognized and
each outstanding certificate formerly representing Bradenton Shares shall,
without any action on the part of any holder thereof, no longer represent
Bradenton Shares. If, after the Effective Time of the Merger, certificates are
properly presented to the Exchange Agent, such certificates shall be exchanged
for the consideration contemplated by this Agreement into which the Bradenton
Shares represented thereby were converted in the Merger, subject to an
appropriate adjustment in the event of any stock split, reverse stock split,
dividend payable in SouthTrust Shares, reclassification or similar distribution
whereby SouthTrust issues SouthTrust Shares or any securities convertible into
or exchangeable for SouthTrust Shares without receiving any consideration in
exchange therefor, provided that the record date of such transaction is a date
after the Effective Time of the Merger but prior to the exchange of Bradenton
Shares for the consideration contemplated by this Agreement.

(c) In the event that any holder of Bradenton Shares is
unable to deliver the certificate which represents such holder's Bradenton
Shares, SouthTrust, in the absence of actual notice that any Bradenton Shares
theretofore represented by any such certificate have been acquired by a bona
fide purchaser, may, in its discretion, cause ST-Sub to deliver to such holder
the consideration contemplated by this Agreement and the amount of cash
representing fractional SouthTrust Shares to which such holder is entitled in
accordance with the provisions of this Agreement upon the presentation of all
of the following:

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<PAGE> 87
(i) An affidavit or other evidence to the reasonable
satisfaction of SouthTrust and ST-Sub that any such
certificate has been lost, wrongfully taken or
destroyed;

(ii) Such security or indemnity as may be reasonably
requested by SouthTrust and ST-Sub to indemnify and
hold SouthTrust and ST-Sub harmless; and

(iii) Evidence to the satisfaction of SouthTrust and ST-Sub
that such holder is the owner of the Bradenton 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 consideration
contemplated by this Agreement and the amount of cash representing fractional
SouthTrust Shares are to be made to a person other than the person in whose
name any certificate representing Bradenton 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 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 SouthTrust and
ST-Sub, or their agents or designees, that such tax has been paid or is not
applicable.

(e) No holder of Bradenton Shares shall be entitled to
receive any dividends or distributions declared or made with respect to the
SouthTrust Shares with a record date before the Effective Time of the Merger.
Subject to Section 2.4(c) above, neither the consideration contemplated by this
Agreement, any amount of cash representing fractional SouthTrust Shares nor any
dividend or other distribution with respect to SouthTrust Shares where the
record date thereof is on or after the Effective Time of the Merger shall be
paid to the holder of any unsurrendered certificate or certificates
representing Bradenton Shares, and neither SouthTrust, ST-Sub nor any of their
agents or designees shall be obligated to deliver any of the consideration
contemplated by this Agreement, any amount of cash representing fractional
SouthTrust Shares or any such dividend or other distribution with respect to
SouthTrust Shares until such holder shall surrender the certificate or
certificates representing Bradenton Shares as provided for by the Agreement.
Subject to applicable laws, following surrender of any such certificate or
certificates, there shall be paid to the holder of the certificate or
certificates then representing SouthTrust Shares issued in the Merger, without
interest at the time of such surrender, the consideration contemplated by this
Agreement, the amount of any cash representing fractional SouthTrust Shares and
the amount of any dividends or other distributions with respect to SouthTrust
Shares to which such holder is entitled as a holder of SouthTrust Shares.

Section 2.5 Laws of Escheat. If any of the consideration due or
other payments to be paid or delivered to the holders of Bradenton 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, SouthTrust, ST-Sub or
their agents or designees 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 Bradenton, SouthTrust, ST-Sub nor any of
their agents or designees shall be liable to a holder of Bradenton 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.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BRADENTON

Bradenton hereby represents and warrants to ST-Bank, ST-Sub and
SouthTrust as follows as of the date hereof and as of all times up to and
including the Effective Time of the Merger (except as otherwise provided):

Section 3.1 Corporate Organization. (a) Bradenton is a state
banking association duly organized, validly existing and in good standing under
the laws of the State of Florida. Bradenton 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 Bradenton is duly
licensed or qualified to do business in Florida and elsewhere 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 Bradenton. True and correct copies of the articles of
incorporation of Bradenton and the bylaws of Bradenton, each as amended to the
date hereof, have been delivered to SouthTrust.

(b) Bradenton 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 Bradenton.

(c) Excluding interests as to which Bradenton possesses a
bona fide security interest and as to which Bradenton has not effected
foreclosure proceedings, Bradenton does not own any capital stock of any
subsidiary; nor does Bradenton 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 five percent (5%) of
the outstanding equity securities.

(d) The minute book of Bradenton contains complete and
accurate records in all material respects of all meetings and other corporate
actions held or taken by its shareholders and Board of Directors (including all
committees thereof).

Section 3.2 Capitalization. The authorized capital stock of
Bradenton consists of 200,000 shares of common stock, par value $8.00
(hereinbefore and hereinafter referred to as "Bradenton Shares"), 184,933
shares of which as of the date hereof are issued and outstanding (none of which
is held in the treasury of Bradenton). The Bradenton Shares do not have any
special limitations, rights, preferences or terms. All of the issued and
outstanding Bradenton 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 Bradenton,
except for options to purchase 8,450 Bradenton Shares (which are described in
more detail in Disclosure Schedule 3.2).

Section 3.3 Financial Statements; Filings. (a) Bradenton has
previously delivered to SouthTrust copies of the financial statements of
Bradenton as of and for the years ended December 31, 1992, 1991 and 1990 (such
financial statements being hereinafter referred to collectively as the "Annual
Financial Statements of Bradenton"), and as of and for the periods ended
September 30, 1993, June 30, 1993 and March 31, 1993 (such interim financial
statements being hereinafter referred to collectively as the "Interim Financial
Statements of Bradenton"), and Bradenton shall deliver to SouthTrust, as soon
as practicable following the preparation of additional financial statements for
each subsequent calendar quarter (or other reporting period) or year of
Bradenton, the financial statements of Bradenton as of and for such subsequent
calendar quarter (or other reporting period) or year (such Annual Financial
Statements of Bradenton and Interim Financial Statements of Bradenton, unless
otherwise indicated, being hereinafter referred to collectively as the
"Financial Statements of Bradenton").

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(b) Bradenton has previously delivered to SouthTrust
copies of the call reports of Bradenton as of and for the years ended December
31, 1992, 1991 and 1990 (such call reports being hereinafter referred to
collectively as the "Annual Call Reports of Bradenton"), and as of and for the
periods ended September 30, 1993, June 30, 1993 and March 31, 1993 (such
interim call reports being hereinafter referred to collectively as the "Interim
Call Reports of Bradenton"), and Bradenton shall deliver to SouthTrust, as soon
as practicable following the preparation of additional call reports for each
subsequent calendar quarter (or other reporting period) or year of Bradenton,
the call reports of Bradenton as of and for each such subsequent calendar
quarter (or other reporting period) or year (such Annual Call Reports of
Bradenton and Interim Call Reports of Bradenton, unless otherwise indicated,
being hereinafter referred to collectively as the "Call Reports of Bradenton").

(c) Each of the Annual Financial Statements of Bradenton
and each of the Annual Call Reports of Bradenton (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 Bradenton 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
Annual Financial Statements of Bradenton and each of the Annual Call Reports of
Bradenton (including the related notes, where applicable) fairly present or
will fairly present the financial position of Bradenton as of the respective
dates thereof and fairly present or will fairly present the results of
operations of Bradenton for the respective periods therein set forth.

(d) Each of the Interim Financial Statements of Bradenton
and each of the Interim Call Reports of Bradenton (including the related notes,
where applicable) accurately and correctly sets forth the interim financial
information purported to be set forth therein and, without limiting the
foregoing, each of such Interim Financial Statements of Bradenton and each of
such Interim Call Reports of Bradenton do not materially overstate or
materially understate the revenues or net income of Bradenton for each of the
periods therein set forth and do not materially overstate or materially
understate the assets and liabilities of Bradenton as of each of the dates
thereof.

(e) To the extent not prohibited by law, and as requested
by SouthTrust, Bradenton has heretofore delivered or made available, or caused
to be delivered or made available, to SouthTrust all reports and filings made
or required to be made by Bradenton with the Regulatory Authorities, and will
from time to time hereafter furnish to SouthTrust, 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, 1992, Bradenton 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 Bradenton, except obligations and
liabilities (i) which are accrued or reserved against in the Financial
Statements of Bradenton or the Call Reports of Bradenton, or reflected in the
notes thereto, or (ii) which were incurred after December 31, 1992, in the
ordinary course of business consistent with past practices. Since December 31,
1992, Bradenton has not incurred or paid any obligation or liability which
would be material to the Condition of Bradenton, 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 $5,000 reflected as assets in the Financial Statements of Bradenton
and the Call Reports of Bradenton as of and for the year ended December 31,
1992 and as of and for the periods ended June 30, 1993 and March 31, 1993 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
Bradenton and the Call Reports of Bradenton as of and for the year ended
December 31, 1992 and as of and for the periods ended June 30, 1993 and March
31, 1993 were, and the

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allowance for possible loan losses to be shown on the Financial Statements of
Bradenton and the Call Reports of Bradenton 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
Bradenton and other extensions of credit (including letters of credit or
commitments to make loans or extend credit), and (iii) to the extent that the
accounting principles described in Section 3.3(c) are relevant to the
establishment of any such allowance, each such allowance described in (ii)
above has been established in accordance with the accounting principles
described in Section 3.3(c).

Section 3.5 Certain Loans and Related Matters. Except as set
forth in Disclosure Schedule 3.5, Bradenton is not a party 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 $5,000 per
loan, under the terms of which the obligor is sixty (60) days delinquent in
payment of principal or interest or 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 Bradenton 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 Bradenton or any ten percent (10%) shareholder of
Bradenton, 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 in violation of any law, regulation or rule applicable
to Bradenton 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 Bradenton. As of the date of any
Financial Statement of Bradenton or any Call Report of Bradenton subsequent to
the execution of this Agreement, including the date of the Financial Statements
of Bradenton and the Call Reports of Bradenton that immediately precede the
Effective Time of the Merger, there shall not have been any material increase
in any of the matters described in (i) through (iv) above and Disclosure
Schedule 3.5.

Section 3.6 Authority; No Violation. (a) Bradenton has full
corporate power and authority to execute and deliver this Agreement and,
subject to the approval of the shareholders of Bradenton and to the receipt of
the Consents of the Regulatory Authorities, to consummate the transactions
contemplated hereby. The Board of Directors of Bradenton 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 Bradenton'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 Bradenton are necessary to consummate the transactions so
contemplated. This Agreement, when duly and validly executed by Bradenton and
delivered by Bradenton, will constitute a valid and binding obligation of
Bradenton, and will be enforceable against Bradenton 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 Bradenton nor the consummation by Bradenton of the transactions contemplated
hereby, nor compliance by Bradenton with any of the terms or provisions hereof,
will (i) violate any provision of the articles of incorporation or bylaws of
Bradenton, (ii) assuming that the Consents of the Regulatory Authorities and
approvals referred to herein are duly obtained, violate any statute, code,
ordinance, rule, regulation, judgment, order, writ, decree or injunction
applicable to Bradenton or any of its properties or assets, or (iii) 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 Bradenton under any
of the terms, conditions or provisions of any material note, bond, mortgage,
indenture, deed of trust, license, permit, lease, agreement or other instrument
or obligation to which Bradenton is a party, or by which Bradenton or any of
its properties or assets may be bound or affected.

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Section 3.7 Consents and Approvals. Except for (i) the filing by
Bradenton with the SEC of any required proxy statement of Bradenton relating to
the meeting of the shareholders of Bradenton at which the Merger is to be
considered (the "Proxy Statement"); (ii) the Consents of the FDIC and the
Florida Department of Banking and Finance; (iii) approval of this Agreement by
the shareholders of ST-Bank and Bradenton; (iv) filing of this Agreement and
certified resolutions with the Florida Department of Banking and Financing and
the FDIC, (v) the issuance by the Florida Department of Banking and Finance of
a Certificate of Merger; and (vi) no Consents of any person are necessary in
connection with the execution and delivery by Bradenton of this Agreement, and
the consummation by Bradenton of the Merger and the other transactions
contemplated hereby.

Section 3.8 Broker's Fees. Neither Bradenton nor any of its
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.

Section 3.9 Absence of Certain Changes or Events. Except as set
forth in Disclosure Schedule 3.9, since December 31, 1992, 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 Bradenton Shares or (ii)
any change or any event involving a prospective change in the Condition of
Bradenton which has had, or is reasonably likely to have, a material adverse
effect on the Condition of Bradenton or on Bradenton generally, including,
without limitation any change in the administration or supervisory standing or
rating of Bradenton 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, Bradenton is not a party to any, and there are no
pending or, to the knowledge of Bradenton threatened, judicial, administrative,
arbitral or other proceedings, claims, actions, causes of action or
governmental investigations against Bradenton challenging the validity of the
transactions contemplated by this Agreement and, to the knowledge of Bradenton,
as of the date hereof, there is no material proceeding, claim, action or
governmental investigation against Bradenton; no judgment, decree, injunction,
rule or order of any court, governmental department, commission, agency,
instrumentality or arbitrator is outstanding against Bradenton which has a
material adverse effect on the Condition of Bradenton; there is no default by
Bradenton under any material contract or agreement to which Bradenton is a
party; and Bradenton is not party to any agreement, order or memorandum in
writing by or with any Regulatory Authority restricting the operations of
Bradenton and Bradenton has not 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.

Section 3.11 Taxes and Tax Returns. (a) Bradenton has previously
delivered or made available to SouthTrust copies of the federal income tax
returns of Bradenton for the years 1992, 1991 and 1990 and all schedules and
exhibits thereto, and will provide SouthTrust with a copy of its federal income
tax return for the year 1993 with all exhibits and schedules thereto, when such
return is filed, and, to the knowledge of Bradenton, such returns have not been
examined by the Internal Revenue Service. Bradenton has duly filed in correct
form all federal, state and local information returns and tax returns required
to be filed by it on or prior to the date hereof, and Bradenton has 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 it 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 Bradenton) 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 Bradenton and
the Call Reports of Bradenton 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. Bradenton is not responsible for the taxes of
any other person other than Bradenton under treasury Regulation 1.1502-6 or any
similar provision of federal, state or foreign law.

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(b) (i) Proper and accurate amounts have been withheld by
Bradenton from its employees and 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 Bradenton 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 Bradenton in the Financial Statements of Bradenton.

Section 3.12 Employee Benefit Plans. (a) Bradenton does not have
or maintain 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) Bradenton (or any pension plan maintained by it) has
not 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 of 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.

(c) Bradenton has not 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 Bradenton comply in both form and
operation, in all material respects with ERISA and all provisions of the Code
that are applicable, or intended to be applicable, to such "employee benefit
plans." Bradenton does not have any material liability under any such plan
that is not reflected in the Financial Statements of Bradenton or the Call
Reports of Bradenton.

(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
Bradenton (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 Bradenton; and, to the best
knowledge of Bradenton, 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) All reporting or disclosure requirements applicable
to any such "employee benefit plan" under ERISA or the Code have been met on a
timely basis.

(h) All employee benefit plans, programs or practices
maintained by Bradenton that are not employee benefit plans as defined in
Section 3(3) of ERISA comply, in form and operation, in all material respects
with all laws applicable thereto.

(i) 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 Bradenton 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.

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Section 3.13 Title and Related Matters. (a) Bradenton has good
and marketable title in fee simple absolute, to all assets and properties, real
or personal, tangible or intangible, reflected as owned by or carried under the
name of Bradenton on the Financial Statements of Bradenton or the Call Reports
of Bradenton 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, 1992), 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
Bradenton and the Call Reports of Bradenton or incurred in the ordinary course
of business after December 31, 1992, (ii) statutory liens for amounts not yet
delinquent or which are being contested in good faith, and (iii) liens,
encumbrances, mortgages, security interests, pledges, claims and title
imperfections that are not in the aggregate material to the Condition of
Bradenton.

(b) All agreements pursuant to which Bradenton 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 Bradenton.

(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 Bradenton 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 Bradenton 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 Bradenton or in which
Bradenton 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
Bradenton is the lessee of any real property and which relates in any manner
to the operation of the businesses of Bradenton. 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 Bradenton
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 Bradenton. Except
as set forth in Disclosure Schedule 3.14(b), Bradenton has 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. Bradenton has the
right under each such lease and sublease to occupy, use, possess, and control
all property leased or subleased by Bradenton and, as of the Effective Time of
the Merger, shall have the right to transfer each lease or sublease pursuant to
this Agreement.

(c) Bradenton has not violated, and is not 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, environmental or comparable
matter which individually or in the aggregate would have a material adverse
effect on the Condition of Bradenton.

(d) As to each parcel of real property owned or used by
Bradenton, Bradenton has not received notice of any pending or, to the
knowledge of Bradenton, threatened condemnation proceedings, litigation
proceedings or mechanics or materialmen's liens.

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Section 3.15 Environmental Matters.

(a) Bradenton and, to the knowledge of Bradenton, the
Participation Facilities (as defined below) and the Loan Properties (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 Bradenton.

(b) There is no litigation pending or, to the knowledge
of Bradenton, threatened before any court, governmental agency or board or
other forum in which Bradenton 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 Bradenton 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 Bradenton.

(c) There is no litigation pending or, to the knowledge
of Bradenton, threatened before any court, governmental agency or board or
other forum in which any Loan Property (or Bradenton in respect of such Loan
Property) has been or, with respect to threatened litigation, may be, named as
a defendant or potentially responsible party (i) for alleged noncompliance
(including by any predecessor) with any Environmental Law or (ii) relating to
the release into the environment of any Hazardous Material or oil, whether or
not occurring at, on or involving a Loan Property, except for such litigation
pending or threatened that will not individually or in the aggregate, have a
material adverse effect on the Condition of Bradenton.

(d) To the knowledge of Bradenton, 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 Bradenton.

(e) During the period of (i) ownership or operation by
Bradenton of any of its current properties, (ii) participation by Bradenton in
the management of any Participation Facility, or (iii) to the best of
Bradenton's knowledge, holding by Bradenton of a security interest in any Loan
Property, 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 Bradenton.

(f) Except as set forth in Disclosure Schedule 3.15, to
the best of Bradenton's knowledge, prior to the period of (i) ownership or
operation by Bradenton of any of its current properties, (ii) participation by
Bradenton in the management of any Participation Facility, or (iii) holding by
Bradenton of a security interest in any Loan Property of Bradenton, 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 Bradenton.

(g) "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; "Loan Property" means any property owned by
Bradenton, or in which Bradenton holds a security interest, and, where required
by the context, includes the owner or operator of such property, but only with
respect to such property; "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; and

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"Participation Facility" means any facility in which Bradenton participates in
the management and, where required by the context, includes the owner or
operator of such facility, but only with respect to such facility.

Section 3.16 Commitments and Contracts. Except as set forth in
Disclosure Schedule 3.16, Bradenton is not 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 Bradenton);

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

(c) Any contract covenants which limit the ability of
Bradenton to compete in any line of business or which involve any restriction
of the geographical area in which Bradenton 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 Bradenton with the SEC or the FRB
and which has not been so disclosed.

Section 3.17 Regulatory and Accounting Matters. Bradenton has not
agreed to take any action, has no knowledge of any fact and has not 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; and
Bradenton shall not take any action that would materially impede the ability of
SouthTrust to account for the transactions contemplated by this Agreement as a
pooling of interests.

Section 3.18 Registration Obligations. Bradenton is not under any
obligation, contingent or otherwise, which will survive the Merger, 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. Bradenton is presently insured, and
during each of the past three calendar years has been insured, for reasonable
amounts against such risks as companies or institutions engaged in a similar
business would, in accordance with good business practice, customarily be
insured. To the knowledge of Bradenton, the policies of fire, theft, liability
and other insurance maintained with respect to the assets or businesses of
Bradenton provide adequate coverage against loss, and the fidelity bonds in
effect as to which Bradenton is named an insured are sufficient for their
purpose. Such policies of insurance are listed and described in Disclosure
Schedule 3.20.

Section 3.21 Labor. No work stoppage involving Bradenton is
pending as of the date hereof or, to the knowledge of Bradenton, threatened.
Bradenton is not involved in, or, to the knowledge of Bradenton, threatened
with or affected by, any proceeding asserting that Bradenton 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 Bradenton. No union represents or claims to
represent any employees of Bradenton, and, to the knowledge of Bradenton, no
labor union is attempting to organize employees of Bradenton.

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Section 3.22 Compliance with Laws. Bradenton has conducted its
business in accordance with all applicable federal, foreign, state and local
laws, regulations and orders, and 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 Bradenton. Bradenton:

(a) Is not 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 Bradenton; and

(b) Has not 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 Bradenton is not in
compliance with any laws or orders which such
governmental authority or Regulatory Authority
enforces, except where such noncompliance is not
reasonably likely to have a material adverse effect
on the Condition of Bradenton, (ii) threatening to
revoke any permit, except such permits the revocation
of which is not reasonably likely to have a material
adverse effect on the Condition of Bradenton, (iii)
requiring Bradenton 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 Bradenton, 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 Bradenton 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
Bradenton to be included in any Proxy Statement which is to be mailed to the
shareholders of Bradenton 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 Bradenton.

Section 3.25 Deposit Insurance. The deposit accounts of Bradenton
are insured by the Bank Insurance Fund in accordance with the provisions of the
Federal Deposit Insurance Act (the "Act"); Bradenton 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 Bradenton 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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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST, ST-SUB AND ST-BANK

SouthTrust, ST-Sub and ST-Bank hereby represent and warrant to
Bradenton as follows as of the date hereof and also on the Effective Time of
the Merger (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 Bradenton.

(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 Board of Directors of SouthTrust.

Section 4.2 Organization and Related Matters of ST-Sub. (a)
ST-Sub is a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida. ST-Sub 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-Sub is licensed or qualified to do business in each
jurisdiction in which the nature of the business conducted by ST-Sub, or the
character or location of the properties and assets owned or leased by ST-Sub
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 ST-Sub on a consolidated
basis. ST-Sub 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 of Incorporation of ST-Sub and the Bylaws of ST-Sub, each as amended
to the date hereof, have been made available to Bradenton.

(b) ST-Sub 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 ST-Sub on a
consolidated basis.

(c) The minute books of ST-Sub 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-Sub.

Section 4.3 Organization and Related Matters of ST-Bank. (a)
ST-Bank is, or as of the Effective Time of the Merger will be a state banking
association duly organized, validly existing and in good standing under the
laws of the State of Florida. ST-Bank has, or will have, as of the Effective
Time of the Merger, 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-Bank is or will be
licensed or qualified to do

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business in each jurisdiction which the nature of the business conducted or to
be conducted by ST-Bank, or the character or location or the properties and
assets owned or leased by ST-Bank 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 SouthTrust on a consolidated basis. True and correct copies of
the articles of incorporation and bylaws of ST-Bank, as each may be amended to
the date hereof, will be made available to Bradenton.

(b) ST-Bank, as of the Effective Time of the Merger, 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 SouthTrust on a consolidated
basis.

(c) As of the Effective Time of the Merger, the minute
books of ST-Bank 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-Bank.

Section 4.4 Capitalization. As of June 30, 1993, the authorized
capital stock of SouthTrust consisted of 150,000,000 shares of Common Stock,
par value $2.50 per share, 77,294,694 shares (which includes the rights
associated with such shares pursuant to that certain Rights Agreement dated as
of February 22, 1989 between SouthTrust and Mellon Bank, N.A.) 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 SouthTrust Shares have been duly authorized
and validly issued, and all such shares are fully paid and nonassessable.

Section 4.5 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 Merger, will have been duly authorized by the Boards of
Directors of SouthTrust, ST-Sub and ST-Bank, and no other corporate proceedings
on the part of SouthTrust, ST-Sub or ST-Bank are or will be necessary to
authorize this Agreement and the transactions contemplated hereby. This
Agreement is the valid and binding obligation of SouthTrust, ST-Sub and ST-Bank
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, the Articles of
Incorporation or Bylaws of ST-Sub or the Articles of Association or Bylaws of
ST-Bank 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, ST-Sub or ST-Bank 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, ST-Sub or ST-Bank is a party, or by which SouthTrust, ST-Sub
or ST-Bank 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, ST-Sub or ST-Bank
or any of their respective material properties or assets, except for (X) such
conflicts, breaches or defaults as are set forth in Disclosure Schedule 4.5
hereto; and (Y) with respect to (B) and (C) above, such as individually or in
the aggregate will not have a material adverse effect on the Condition of
SouthTrust on a consolidated basis.

Section 4.6 Financial Statements. (a) SouthTrust has made
available to Bradenton copies of the consolidated financial statements of
SouthTrust as of and for the years ended December 31, 1992 and 1991, and as of
and for the periods ended June 30, 1993 and March 31, 1993, and SouthTrust will
make available to Bradenton, as soon as practicable following the preparation
of additional consolidated financial statements for each

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subsequent calendar quarter or year of SouthTrust, the consolidated financial
statements of SouthTrust as of and for such subsequent calendar quarter or year
(such consolidated 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, 1992 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, 1992 in the ordinary course of business
consistent with past practices. Since December 31, 1992, 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 4.7 Absence of Certain Changes or Events. Since December
31, 1992, 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 4.8 Legal Proceedings, Etc. SouthTrust is not a party to
any, and there are no pending, or, to the knowledge of SouthTrust, threatened,
legal, administrative, arbitrary 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 4.9 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 4.10 Consents and Approvals. Except for (i) the Consents
of the Regulatory Authorities; (ii) approval of this Agreement by the
respective shareholders of ST-Bank and Bradenton; (iii) filing of this
Agreement and certified resolutions with the Florida Department of Banking and
Finance and the FDIC; (iv) issuance of a Certificate of Merger by the Florida
Department of Banking and Finance; and (v) 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-Bank or, to the knowledge of SouthTrust, by
Bradenton of this Agreement, and the consummation of the Merger and the other
transactions contemplated hereby.

Section 4.11 Accounting, Tax, Regulatory Matters. SouthTrust has
not agreed to take any action and has not agreed to any circumstance that would
(i) prevent the transactions contemplated hereby, including the Merger, 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, or (iii) materially impede the ability
of SouthTrust to account for the transactions contemplated by this Agreement as
a pooling of interests.

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Section 4.12 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 Bradenton 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 Bradenton 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 4.13 No Broker's or Finder's Fees. None of SouthTrust,
ST-Sub or ST-Bank 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 4.14 Untrue Statements and Omissions. No representation
or warranty contained in Article IV of this Agreement or in the Disclosure
Schedules of SouthTrust, ST-Sub or ST-Bank, and no statement contained in any
annual, quarterly or current report filed by SouthTrust since January 1, 1992
under the Securities Exchange Act of 1934, 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 Bradenton. (a) During
the period from the date of this Agreement to the Effective Time of the Merger,
Bradenton shall (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 Bradenton or SouthTrust 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 Merger, except as required by law or regulation,
Bradenton shall not without the prior written consent of SouthTrust:

(i) change, delete or add any provision of or to the articles of
incorporation or bylaws of Bradenton;

(ii) except for the issuance of Bradenton Shares pursuant to the
terms of Bradenton Options, change the number of shares of the
authorized, issued or outstanding capital stock of Bradenton,
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 Bradenton, declare, set aside or pay any
dividend or other distribution with respect to the outstanding
capital stock of Bradenton;

(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

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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 the date of this
Agreement, and disclosed in a Disclosure Schedule delivered
pursuant to Article III of this Agreement or in the annexed
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, in either case, an aggregate of
$25,000;

(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-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 Bradenton that involves an
aggregate of $25,000; 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 Bradenton 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 Merger or the time of
termination or abandonment of this Agreement, Bradenton 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 Bradenton. Bradenton will promptly notify SouthTrust of
any material change in the normal course of business or the operations or the
properties of Bradenton, any governmental complaints, investigations or
hearings (or communications indicating that the same may be contemplated)
affecting Bradenton, the institution or the threat of material litigation,
claims, threats or causes of action involving Bradenton, and will keep
SouthTrust fully informed of such events. Bradenton will furnish to
SouthTrust, promptly after the preparation and/or receipt by Bradenton 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 Bradenton and the Call Reports of
Bradenton.

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Section 5.3 Access to Properties; Personnel and Records. (a) So
long as this Agreement shall remain in effect, Bradenton shall permit
SouthTrust or its agents full access, during normal business hours, to the
properties of Bradenton, and shall disclose and make available (together with
the right to copy) to SouthTrust 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 Bradenton, 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 may have a reasonable interest, and
Bradenton shall use its reasonable best efforts to provide SouthTrust and its
representatives access to the work papers of Bradenton's accountants.
Bradenton 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 Bradenton shall
cooperate with SouthTrust 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 Bradenton.

(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 Merger 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 Bradenton Shareholders. Bradenton 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.
The Board of Directors of Bradenton will recommend to its shareholders the
approval of this Agreement and the transactions contemplated hereby and
Bradenton 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. Bradenton, 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 Bradenton, 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 Bradenton; provided, however, that if, after the
execution of this Agreement, Bradenton receives a takeover proposal from a
third party and, during the preceding 18 months, neither Bradenton nor any of
its directors, officers, employees, investment bankers, agents or
representatives ("Bradenton and its Representatives") has engaged in any
discussions or negotiations relating to a takeover proposal with such third
party or any of its directors, officers, employees, investment bankers, agents
or representatives, and provided that such takeover proposal by such third
party is not,

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directly or indirectly, solicited by Bradenton and its Representatives,
Bradenton may furnish to such third party such information with respect to
Bradenton as may be requested in writing by such third party, but Bradenton and
its Representatives shall not engage in any negotiations or discussions with
such third party or any of its directors, officers, employees, investment
bankers, agents or representatives relating to a takeover proposal. Bradenton
shall promptly advise SouthTrust orally and in writing of any such inquiries or
proposals received by Bradenton 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 Bradenton or for the acquisition of a significant equity
interest in Bradenton or for the acquisition of a significant portion of the
assets of Bradenton.

Section 5.6 Notice of Deadlines. Bradenton 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 Bradenton is a party,
at least ten (10) days prior to such deadline.

Section 5.7 Affiliates. At least thirty (30) days prior to the
Effective Time of the Merger and if elected by SouthTrust, Bradenton shall
deliver to SouthTrust a letter identifying all persons who are, at the time
this Agreement is submitted for approval to the shareholders of Bradenton,
"affiliates" of Bradenton for purposes of Rule 145 under the Securities Act of
1933. Bradenton shall use its reasonable efforts to cause each person who is
identified as an "affiliate" in the letter referred to above to deliver to
SouthTrust not later than thirty (30) days prior to the Effective Time of the
Merger, a written agreement, providing that such person will not sell, pledge,
transfer, or otherwise dispose of the Bradenton Shares held by such person
except as contemplated by such agreement or by this Agreement and will not
sell, pledge, transfer, or otherwise dispose of the SouthTrust Shares to be
received by such person upon consummation of the Merger, except for the
substitution of SouthTrust Shares for Bradenton Shares that as of the Effective
Time of the Merger were the subject of a bona fide pledge by any shareholder of
Bradenton, and except in compliance with applicable provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder.
If the Merger will qualify for pooling-of-interests accounting treatment, the
agreement described above shall provide that the SouthTrust Shares issued to
such affiliates of Bradenton in exchange for Bradenton Shares shall not be
transferable until such time as the financial results covering at least thirty
(30) days of combined operations of SouthTrust and Bradenton have been
published within the meaning of Section 201.01 of the SEC's Codification of
Financial Reporting Policies. SouthTrust shall not be required to maintain the
effectiveness of the Registration Statement under the Securities Act of 1933
for the purposes of resale of Common Stock of SouthTrust by such persons.

Section 5.8 Maintenance of Properties. Bradenton will maintain
its respective properties and assets in satisfactory condition and repair for
the purposes for which they are intended, ordinary wear and tear excepted.

Section 5.9 Environmental Audits. Bradenton will, at least
thirty (30) days prior to the Effective Time of the Merger, deliver to
SouthTrust all environmental audits conducted prior to the date of this
Agreement on property owned, leased or subleased by Bradenton. At the election
of SouthTrust, Bradenton will, at its own expense, with respect to each parcel
of real property that Bradenton owns, leases or subleases, procure and deliver
to SouthTrust, at least thirty (30) days prior to the Effective Time of the
Merger, an environmental audit, which audit shall be reasonably acceptable to
and shall be conducted by a firm reasonably acceptable to SouthTrust; provided,
however, that SouthTrust shall reimburse Bradenton for the cost of any
environmental audit conducted at the election of SouthTrust if the Agreement is
terminated and the Merger abandoned for any reason other than Bradenton being
in breach of any representation, warranty, covenant or other agreement
contained herein.

Section 5.10 Title Insurance. Bradenton will, at least thirty
(30) days prior to the Effective Time of the Merger, deliver to SouthTrust all
owner's title insurance policies issued prior to the date of this Agreement on
property owned, leased or subleased by Bradenton. At the election of
SouthTrust, Bradenton will, at its own expense, with respect to each parcel of
real property that Bradenton owns, leases or subleases, procure and deliver to
SouthTrust, at least thirty (30) days prior to the Effective Time of the
Merger, owner's title insurance issued in such amounts and by such insurance
company reasonably acceptable to SouthTrust, which policy shall be free of all
material exceptions to SouthTrust's reasonable satisfaction; provided, however,
that SouthTrust shall reimburse Bradenton for the cost of any owner's title
insurance policy issued at the election of SouthTrust if the Agreement

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is terminated and the Merger abandoned for any reason other than Bradenton
being in breach of any representation, warranty, covenant or other agreement
contained herein.

Section 5.11 Surveys. Bradenton will, at least thirty (30) days
prior to the Effective Time of the Merger, deliver to SouthTrust a survey for
each parcel of real property owned, leased or subleased by Bradenton as to
which a title insurance policy has been issued prior to the date of this
Agreement. 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 5.10, Bradenton, at its own expense, will procure and deliver to
SouthTrust at least thirty (30) days prior to the Effective Time of the Merger,
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 Merger.

Section 5.12 Compliance Matters. Prior to the Effective Time of
the Merger, Bradenton shall take, or cause to be taken, all steps reasonably
requested by SouthTrust to cure any deficiencies in regulatory compliance by
Bradenton, including compliance with Regulations Z and CC of the FRB; provided
that neither SouthTrust nor ST-Bank shall be responsible for discovering or
have any obligation to disclose the existence of such defects to Bradenton nor
shall SouthTrust or ST-Bank have any liability resulting from such deficiencies
or attempts to cure them.

Section 5.13 Exemption Under Anti-Takeover Statutes. Prior to the
Effective Time of the Merger, Bradenton 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.

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 Bradenton 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 Merger. Such applications and
filings shall be in such form as may be prescribed by 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
Bradenton. 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.

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(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,
except as otherwise expressly provided in Section 6.9 of the Agreement, 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
Bradenton or an 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 expressly
provided in Section 2.2 of the Agreement, appropriate steps shall be taken to
terminate all employee benefit plans of Bradenton other than the Bradenton
Profit Sharing Plan (the "Bradenton PS Plan"), as of the Effective Time of the
Merger or as promptly as practicable thereafter. Following the termination of
all such plans (other than the Bradenton PS Plan), and subject to Section
6.3(c) hereof, SouthTrust agrees that the officers and employees of Bradenton
who the Resulting Bank employs 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 Bradenton'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 Bradenton, the Bank or any of their respective
subsidiaries prior to the Effective Time ("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;

(2) establishing eligibility for
participation in and vesting under 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 for participation in the
1990 Discounted Stock Plan of SouthTrust.

(c) The parties further agree that the Bradenton PS Plan will be
amended so that all participants in the Bradenton PS Plan as of the Effective
Time of the Merger shall be fully vested in their accounts under the Bradenton
PS Plan. The Bradenton PS Plan shall be terminated after the Effective Time of
the Merger or merged into the SouthTrust Profit Sharing Plan as of the January
following the Effective Time of the Merger, as determined by SouthTrust. From
and after the January 1 following the Effective Time of the Merger, for
purposes of determining eligibility to participate in, and vesting in accrued
benefits under both the ST PS Plan and the SouthTrust Corporation Revised
Retirement Income Plan (the "ST Retirement Plan"), employment by Bradenton
shall be credited as if it were employment by SouthTrust, but such service
shall not be credited for purposes of determining benefit accrual under the ST
Retirement Plan.

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Section 6.4 Indemnification. (a) Bradenton 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 with respect to
Bradenton and furnished by Bradenton and contained in the Proxy Statement that
is included in the Registration 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) As soon as practicable following the execution of
this Agreement, the Board of Directors of Bradenton will amend Article VII of
the Bylaws of Bradenton to delete the existing provisions of Sections 1 and 2
of Article VII in their entirety and adopt, in lieu of such provisions, the
provisions set forth in Schedule 6.4(b) annexed hereto and appropriately
renumber existing Section 3 of Article VII of such Bylaws. ST-FL shall ensure
that all rights to indemnification and all limitations of liability existing in
favor of the officers, directors or employees of Bradenton, as provided in the
Bylaws of Bradenton, amended as contemplated in Schedule 6.4(b), with respect
to claims or liabilities arising from facts or events existing or occurring
prior to the Effective Time shall survive the transactions contemplated by this
Agreement and shall continue in full force and effect, without any amendment
thereto, for a period of four (4) years from the Effective Time of the Merger.

Section 6.5 Current Information. During the period from the date
of this Agreement to the Effective Time of the Merger or the time of
termination or abandonment hereunder, SouthTrust will cause one or more of its
designated representatives to confer on a regular and frequent basis with
Bradenton and to report with respect to the general status and the ongoing
operations of SouthTrust.

Section 6.6 Registration Statement. (a) SouthTrust shall cause a
registration statement relating to the SouthTrust Shares proposed to be issued
pursuant to Section 2.1 of this Agreement to be filed on Form S-4, or such
successor form prescribed by the SEC, (the "Registration Statement") with the
SEC and any applicable state securities authorities and SouthTrust shall use
its best efforts to cause such Registration Statement to be declared effective
under the Securities Act of 1933 and any applicable state securities laws. The
Registration Statement, at the time it becomes effective, shall in all material
respects conform to the requirements of the Securities Act of 1933 and the
general rules and regulations of the SEC under the Securities Act of 1933 and
any applicable state securities laws.

(b) The Registration Statement shall include the form of
Proxy Statement for the meeting of Bradenton's shareholders to be held for the
purpose of having such shareholders vote upon the approval of this Agreement
and shall be effective when delivered to such shareholders and at the Effective
Time of the Merger.

(c) Bradenton will furnish to SouthTrust the information
required to be included in the Registration Statement with respect to its
business and affairs before it is filed with the SEC or state securities
authorities and again before any amendments are filed.

(d) SouthTrust shall take all actions required to
register or qualify or obtain exemptions from such registrations or
qualifications for the SouthTrust Shares to be issued in connection with the
transactions contemplated by this Agreement under applicable federal and state
securities laws, as appropriate.

Section 6.7 Reservation of Shares. SouthTrust, on behalf of
ST-Bank, shall reserve for issuance such number of SouthTrust Shares as shall
be necessary to pay to holders of Bradenton Shares the consideration
contemplated in this Agreement. If at any time the aggregate number of
SouthTrust Shares remaining unissued (or

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in treasury) shall not be sufficient to meet such obligation, SouthTrust shall
take all appropriate actions to increase the amount of its authorized common
stock.

Section 6.8 Consideration. SouthTrust, on behalf of ST-Bank,
shall issue the SouthTrust Shares to holders of Bradenton Shares and shall pay
or cause to be paid to holders of Bradenton Shares all cash payments as and
when the same shall be required to be issued and paid pursuant to this
Agreement.

Section 6.9 Certain Employment Agreements. As of or prior to the
Effective Time of the Merger, SouthTrust shall seek to execute a replacement
employment agreement (the "Replacement Agreement") with Mr. Norman Pinardi,
containing such terms as shall be mutually acceptable to Mr. Pinardi and
SouthTrust, which Replacement Agreement will supersede and replace that certain
employment agreement dated February 12. 1992 between Mr. Pinardi and Bradenton
(the "Existing Employment Agreement").

Section 6.10 Officer Benefit Plans. As of the Effective Time of
the Merger, the Officer Benefit Plans between Bradenton and Messrs. Norman
Pinardi and Lloyd Geiger dated June 13, 1989 and June 12, 1990 (the "Officer
Benefit Plans") shall be canceled and terminated, and Bradenton, in complete
settlement and discharge of all of its obligations under the Officer Benefit
Plans, shall pay to Messrs. Pinardi and Geiger the respective lump sum
payments, calculated in accordance with the Officer Benefit Plans, due Messrs.
Pinardi and Geiger under the Officer Benefit Plans as of the Effective Time of
the Merger and either Bradenton shall assign to Messrs. Pinardi and Geiger the
key man insurance policies insuring their respective lives and issued by New
England Mutual Life Insurance company in exchange for Messrs. Pinardi and
Geiger paying to Bradenton the cash surrender value thereof or Bradenton shall
retain such policies, including the cash surrender thereof; provided, however,
that if Mr. Pinardi and SouthTrust or one of its affiliates, prior to or as of
the Effective Time of the Merger, shall execute the Replacement Agreement
described in Section 6.9 above, and if Mr. Geiger and SouthTrust or one of its
affiliates, prior to or as of the Effective Time of the Merger, shall execute
an employment agreement acceptable to Mr. Geiger and SouthTrust (or one of its
affiliates), the Officer Benefit Plans shall remain in full force and effect
and shall be assumed by ST-Bank.

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The obligations of SouthTrust, ST-Sub and ST-Bank, on the one hand,
and Bradenton, 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 Merger shall have been
approved by the requisite vote of the shareholders of Bradenton and the sole
shareholder of ST-Bank.

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 Merger 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 Bradenton, based
upon advice of counsel, would have a material adverse effect with respect to
the interests of SouthTrust or Bradenton, as the case may be.

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Section 7.4 Proxy Statement and Registration Statement. The
Registration Statement on Form S-4 relating to the SouthTrust Shares to be
issued pursuant to this Agreement shall have been declared effective by the
SEC, no stop orders suspending the effectiveness of the Registration Statement
shall have been issued and no action, suit, proceeding or investigation by the
SEC to suspend the effectiveness of the Registration Statement shall have been
initiated; in addition, SouthTrust shall have received all state securities
laws, or "Blue Sky" permits or other authorizations, or confirmations as to the
availability of exemptions from registration requirements, as may be necessary
to issue the SouthTrust Shares pursuant to the terms of this Agreement.

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST, ST-SUB AND ST-BANK

The obligations of SouthTrust, ST-Sub and ST-Bank to consummate the
Merger 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 Bradenton 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 Merger (as though made on and as of the
Effective Time of the Merger 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. Bradenton shall have
performed all covenants, obligations and agreements required to be performed by
it under this Agreement prior to the Effective Time of the Merger.

Section 8.3 Certificate Representing Satisfaction of Conditions.
Bradenton shall have delivered to SouthTrust, ST-Sub and ST-Bank 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 Bradenton
under Article III of this Agreement.

Section 8.4 Absence of Adverse Facts. There shall have been no
determination by SouthTrust 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 Bradenton 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 Merger 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 Shackleford, Farrior, Stallings & Evans or other
counsel to Bradenton acceptable to SouthTrust in substantially the form set
forth in Exhibit 8.5 hereof.

Section 8.6 Consents Under Agreements. Bradenton 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 Resulting Bank to any obligation, right or
interest of Bradenton 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

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the aggregate, have a material adverse effect on the Resulting Bank 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 Merger 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 Bradenton
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 Bradenton 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 and bank holding companies under similar
circumstances.

Section 8.8 Matters Relating to Employment Agreements. Except as
otherwise contemplated by Section 6.9 of this Agreement, all employment
agreements between Bradenton and any executive or employee thereof shall be
terminated in their entirety as of the Effective Time of the Merger, and at the
election of SouthTrust, replacement employment agreements, which are
satisfactory to SouthTrust and such employees, between each of such executives
or employees and SouthTrust or the Resulting Bank, shall have been executed and
delivered.

Section 8.9 Officer Benefit Plans. As of the Effective Time of
the Merger, the Officers Benefit Plans described in Section 6.10 of the
Agreement shall be cancelled and terminated, and the respective lump sum
amounts described in Section 6.10 of the Agreement shall be paid to Messrs.
Pinardi and Geiger and either Bradenton shall assign to Messrs. Pinardi and
Geiger the key man insurance policies insuring their respective lives and
issued by New England Mutual Life Insurance Company in exchange for Messrs.
Pinardi and Geiger paying to Bradenton the cash surrender value thereof or
Bradenton shall retain such policies, including the cash surrender value
thereof; provided, however, that if Mr. Pinardi and SouthTrust or one of its
affiliates and Mr. Geiger and SouthTrust or one of its affiliates shall
execute, prior to or as of the Effective Time of the Merger, the Replacement
Agreement and the employment agreement, respectively, described in Section 6.10
hereof, the Officers Benefit Plans shall be accorded the treatment described in
the proviso of Section 6.10 hereof.

Section 8.10 Acknowledgement of Option Conversion. Each Bradenton
Option shall have been converted as of the Effective Time of the Merger into
rights with respect to SouthTrust Shares as contemplated by Section 2.2 hereof,
and each holder of a Bradenton Option outstanding immediately prior to the
Effective Time of the Merger shall have executed and delivered to SouthTrust
such documents as SouthTrust, with the advice of counsel, may deem necessary to
evidence such conversion and the cancellation and termination of any rights
under the Bradenton Options and the Bradenton Stock Option Plans.

Section 8.11 Outstanding Shares of Bradenton. The total number of
Bradenton Shares outstanding as of the Effective Time of the Merger and the
total number of Bradenton Shares covered by any option, warrant, commitment, or
other right or instrument to purchase or acquire any Bradenton Shares that are
outstanding as of the Effective Time of the Merger, including any securities or
rights convertible into or exchangeable for Bradenton Shares, shall not exceed
193,303 shares.

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

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

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ARTICLE IX

CONDITIONS TO OBLIGATIONS OF BRADENTON

The obligation of Bradenton to consummate the Merger 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-Bank 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 Merger (as though made on and
as of the Effective Time of the Merger).

Section 9.2 Performance of Obligations. SouthTrust and ST-Bank
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
Merger.

Section 9.3 Certificate Representing Satisfaction of Conditions.
SouthTrust and ST-Bank shall have delivered to Bradenton a certificate dated as
of the Effective Time of the Merger 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-Bank under Article IV of this Agreement.

Section 9.4 Absence of Adverse Facts. There shall have been no
determination by Bradenton that any fact, event or condition exists or has
occurred that, in the judgment of Bradenton, (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 Merger 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-Bank
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 judgment of Bradenton, individually or in the
aggregate, have a material adverse effect upon the consummation of the
transactions contemplated hereby.

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

Section 9.7 SouthTrust Shares. The SouthTrust Shares to be
issued in connection herewith shall be duly authorized and validly issued and,
fully paid and nonassessable, issued free of preemptive rights and free and
clear of all liens and encumbrances created by or through SouthTrust.

Section 9.8 Tax Opinion. Bradenton shall have received an opinion
of Bradley, Arant, Rose & White, counsel to SouthTrust, on or before the date
on which the Proxy Statement of Bradenton is to be mailed to holders of
Bradenton Shares, to the effect, among others, that the Merger will constitute
a reorganization within the meaning of Section 368 of the Code and that no gain
or loss will be recognized by the shareholders of Bradenton to the extent that
they receive SouthTrust Shares in exchange for their Bradenton Shares in the
Merger.

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<PAGE> 111
Section 9.9 Price of SouthTrust Shares. The average last sale
price of the SouthTrust Shares to be issued in connection herewith, as reported
by NASDAQ for the twenty (20) trading days immediately preceding the Effective
Time of the Merger, shall not be less than $16.00 per SouthTrust Share.

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

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

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

(b) by SouthTrust or Bradenton if the Merger shall not
have occurred on or prior to June 30, 1994, provided that the failure to
consummate the Merger 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 Bradenton (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 Merger cannot be satisfied or fulfilled;

(d) by SouthTrust if: (i) SouthTrust shall have
determined that any fact, event or condition exists that, in the judgment of
SouthTrust, (A) is materially at variance with any warranty or representation
of Bradenton set forth in the Agreement or is a material breach of any covenant
or agreement of Bradenton 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 Bradenton 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
Merger 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 Bradenton if (i) Bradenton shall have determined
that any fact, event or condition exists that, in the judgment of Bradenton,
(A) is materially at variance with any 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-Bank 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, (iii) Bradenton shall have determined that any fact, event or
condition exists that, in the judgment of Bradenton, would render the Merger
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, or (iv) the average last sale price of the
SouthTrust Shares to be issued in connection herewith, as reported by NASDAQ
for the twenty (20) trading days immediately preceding the Effective Time of
the Merger, is less than $16.00 per SouthTrust Share.

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<PAGE> 112
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 Merger fails to be consummated
because of the wrongful termination of this Agreement or a willful, knowing or
grossly negligent breach by SouthTrust or ST-Bank, on the one hand, or
Bradenton, 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-Sub, ST-Bank and Bradenton.

Section 10.5 Waivers. Subject to Section 11.10 hereof, prior to
or at the Effective Time of the Merger, SouthTrust and ST-Bank, on the one
hand, and Bradenton, 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-Sub, ST-Bank or Bradenton shall
survive the Merger; 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, ST-Bank or Bradenton (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, ST-Bank or Bradenton contained herein shall be deemed to be
terminated or extinguished so as to deprive SouthTrust, ST-Sub or ST-Bank, on
the one hand, and Bradenton, 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,
ST-Bank or Bradenton, and/or their respective 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-Sub,
ST-Bank and Bradenton 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 certain letter of
intent between the parties dated ___________, 1993. 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:

A-37
<PAGE> 113
If to Bradenton:

The Bank of Bradenton
404 53rd Avenue West
Bradenton, Florida 34207
Attention: Mr. Norman Pinardi
Fax (813) 755-4887

with a copy to:

J . Warren Frazier, Esq.
Shackleford, Farrior, Stallings & Evans
501 East Kennedy Boulevard
Suite 1400
Tampa, Florida 33601
Fax (813) 273-5145

If to ST-Bank 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
1400 Park Place Tower
2001 Park Place
Birmingham, Alabama 35203
Attention: C. Larimore Whitaker, Esq.
Fax (205) 251-8611

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 Merger 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 Bradenton
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

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<PAGE> 114
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.

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-Bank 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.

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<PAGE> 115
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.

<TABLE>
<S> <C>
[CORPORATE SEAL]

THE BANK OF BRADENTON

By: /s/ NORMAN J. PINARDI
------------------------------------------------------------
Its President & CEO
ATTEST:
/s/ LLOYD W. GEIGER
- ------------------------------------------------
Its Cashier

[CORPORATE SEAL]

SOUTHTRUST BANK OF SARASOTA
COUNTY

By: /s/ CHARLES O. MURPHY
------------------------------------------------------------
Its Chairman, President & CEO
ATTEST:
/s/ EVELYN M. TORRES
- ------------------------------------------------
Its Secretary

[CORPORATE SEAL]

SOUTHTRUST OF FLORIDA, INC.

By: /s/ ALTON E. YOTHER
------------------------------------------------------------
Its Senior Vice President
ATTEST:
/s/ AUBREY D. BARNARD
- ------------------------------------------------
Its Secretary

[CORPORATE SEAL]

SOUTHTRUST CORPORATION

By: /s/ ALTON E. YOTHER
-----------------------------------------------------------
Its Senior Vice President
ATTEST:
/s/ AUBREY D. BARNARD
- ------------------------------------------------
Its Secretary
</TABLE>

A-40
<PAGE> 116
SCHEDULE I

ARTICLES OF INCORPORATION
OF
SOUTHTRUST BANK OF SARASOTA COUNTY

See attached.

A-41
<PAGE> 117
SCHEDULE II

Following the Effective Time of the Merger, the following
persons will serve as directors of the Resulting Bank until the next annual
meeting of stockholders of the Resulting Bank or until their successors are
elected and shall qualify:

Name Address
-------------------------------------- --------------------------------------

Dr. John W. Chidsey 1219 East Avenue South
Sarasota, Florida 34239

Charles O. Murphy SouthTrust Bank of Sarasota County
240 North Washington Boulevard
Sarasota, Florida 34236

Russell S. Natherson Natherson & Company
1801 Glengary
Sarasota, Florida 34231

Charles E. Richards, Jr. 311 57th Street
Sarasota, Florida 34243

C. Dana Rollings The Rollings Company
2815 Proctor Road
Sarasota, Florida 34231

*George T. Smith 5060 18th Avenue West
Bradenton, Florida 34209

- -----------------------------------------
*Former director of The Bank of Bradenton.

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<PAGE> 118

Following the Effective Time of the Merger, the following persons will serve as
executive officers of the Resulting Bank until their successors are elected and
shall qualify:

Name Address
-------------------------------------- --------------------------------------

Charles O. Murphy SouthTrust Bank of Sarasota County
Chairman/President & CEO 240 North Washington Boulevard
Sarasota, Florida 34236

Kevin Hagan SouthTrust Bank of Sarasota County
Senior Vice President, South County 240 North Washington Boulevard
Area Executive Sarasota, Florida 34236

*Norman Pinardi SouthTrust Bank of Sarasota County
Manatee County President 240 North Washington Boulevard
Sarasota, Florida 34236

Cindy Kunz SouthTrust Bank of Sarasota County
Vice President, Cashier/CFO 240 North Washington Boulevard
Sarasota, Florida 34236

- -------------------------------------------
*Former officer of The Bank of Bradenton.

A-43
<PAGE> 119
AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST BANK OF SARASOTA COUNTY
WITH
BANK OF BRADENTON

LIST OF SCHEDULES

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

Disclosure Schedule 3.2
Disclosure Schedule 3.4
Disclosure Schedule 3.5
Disclosure Schedule 3.9
Disclosure Schedule 3.10
Disclosure Schedule 3.12(a)
Disclosure Schedule 3.14(a)
Disclosure Schedule 3.14(b)
Disclosure Schedule 3.15
Disclosure Schedule 3.16
Disclosure Schedule 3.20
Disclosure Schedule 3.23
Disclosure Schedule 4.5

A-44
<PAGE> 120
AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST BANK OF SARASOTA COUNTY
WITH
BANK OF BRADENTON

LIST OF EXHIBITS

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

Exhibit 8.5 Opinion of Shackleford, Farrior, Stallings & Evans
Exhibit 9.6 Opinion of Bradley, Arant, Rose & White

A-45
<PAGE> 121
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 (the "Amendment"), dated as of April 27, 1994, to
that certain Agreement and Plan of Merger dated as of January 31, 1994 by and
between SouthTrust Bank of Sarasota County and The Bank of Bradenton, and
joined in by SouthTrust of Florida, Inc. and SouthTrust Corporation.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants, representations, warranties and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

(a) Amendment to Section 1.1(a). The Agreement is hereby amended
by inserting immediately after the end of the first sentence of Section 1.1(a)
therein the following sentence:

"The name of the Resulting Bank shall be 'SouthTrust Bank of the
Suncoast.'"

(b) Amendment to Section 1.1(d). The Agreement is hereby amended
by deleting Section 1.1(d) therein and inserting in its place and stead the
following:

"(d) The proposed main office of the Resulting Bank shall be
located at 1800 2nd Street, Sarasota, Florida. The branch offices of
the Resulting Bank shall be each existing branch office of Bradenton
and ST-Bank and the existing main office of Bradenton."

IN WITNESS WHEREOF, the parties hereby have caused this Amendment 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 day and year first above written.

THE BANK OF BRADENTON

[CORPORATE SEAL] By: /s/ NORMAN J. PINARDI
------------------------------------
Its President and Chief
Executive Officer
ATTEST:

By: /s/ LLOYD W. GEIGER
----------------------------------
Its Cashier

SOUTHTRUST BANK OF SARASOTA
COUNTY

[CORPORATE SEAL] By: /s/ CHARLES O. MURPHY
------------------------------------
Its Chairman, President and
Chief Executive Officer
ATTEST:

By: /s/ EVELYN M. TORRES
----------------------------------
Its Secretary

SOUTHTRUST OF FLORIDA, INC.

[CORPORATE SEAL] By: /s/ ALTON E. YOTHER
------------------------------------
Its Senior Vice President
ATTEST:

By: /s/ AUBREY D. BARNARD
----------------------------------
Its Secretary

SOUTHTRUST CORPORATION

[CORPORATE SEAL] By: /s/ ALTON E. YOTHER
------------------------------------
Its Senior Vice President
ATTEST:

By: /s/ AUBREY D. BARNARD
----------------------------------
Its Secretary

A-46
<PAGE> 122
EXHIBIT B - FLORIDA DISSENT PROVISIONS

658.44 APPROVAL BY STOCKHOLDERS; RIGHTS OF DISSENTERS; PRE-EMPTIVE RIGHTS.

(1) The department shall not issue a certificate of merger to a
resulting state bank or trust company unless the plan of merger and merger
agreement, as adopted by a majority of the entire board of directors of each
constituent bank or trust company, and as approved by each appropriate federal
regulatory agency and by the department, has been approved:

(a) By the stockholders of each constituent national bank
as provided by, and in accordance with the procedures required by, the
laws of the United States applicable thereto, and

(b) After notice as hereinafter provided, by the
affirmative vote or written consent of the holders of at least a
majority of the shares entitled to vote thereon of each constituent
state bank or state trust company, unless any class of shares of any
constituent state bank or state trust company is entitled to vote
thereon as a class, in which event as to such constituent state bank
or state trust company the plan of merger and merger agreement shall
be approved by the stockholders upon receiving the affirmative vote or
written consent of the holders of a majority of the shares of each
class of shares entitled to vote thereon as a class and of the total
shares entitled to vote thereon. Such vote of stockholders of a
constituent state bank or state trust company shall be at an annual or
special meeting of stockholders or by written consent of the
stockholders without a meeting as provided in s. 607.0704.

Approval by the stockholders of a constituent bank or trust company of a plan
of merger and merger agreement shall constitute the adoption by the
stockholders of the articles of incorporation of the resulting state bank or
state trust company as set forth in the plan of merger and merger agreement.

(2) Written notice of the meeting of, or proposed written consent
action by, the stockholders of each constituent state bank or state trust
company shall be given to each stockholder of record, whether or not entitled
to vote, and whether the meeting is an annual or a special meeting or whether
the vote is to be by written consent pursuant to s. 607.0704, and the notice
shall state that the purpose or one of the purposes of the meeting, or of the
proposed action by the stockholders without a meeting, is to consider the
proposed plan of merger and merger agreement. Except to the extent provided
otherwise with respect to stockholders of a resulting bank or trust company
pursuant to subsection (7), the notice shall also state that dissenting
stockholders will be entitled to payment in cash of the value of only those
shares held by the stockholders:

(a) Which at a meeting of the stockholders are voted
against the approval of the plan of merger and merger agreement;

(b) As to which, if the proposed action is to be by
written consent of stockholders pursuant to s. 607.0704, such written
consent is not given by the holder thereof; or

(c) With respect to which the holder thereof has given
written notice to the constituent state bank or trust company, at or
prior to the meeting of the stockholders or on or prior to the date
specified for action by the stockholders without a meeting pursuant to
s. 607.0704 in the notice of such proposed action, that the
stockholder dissents from the plan of merger and merger agreement.

Hereinafter in this section, the term "dissenting shares" means and includes
only those shares, which may be all or less than all the shares of any class
owned by a stockholder, described in paragraphs (a), (b), and (c).

(3) On or promptly after the effective date of the merger, the
resulting state bank or trust company, or a bank holding company which, as set
out in the plan of merger or merger agreement, is offering shares rights,
obligations, or other securities or property in exchange for shares of the
constituent banks or trust companies, may fix an amount which it considers to
be not more than the fair market value of the shares of a constituent bank or
trust company and which it will pay to the holders of dissenting shares of that
constituent bank or trust company and, if it fixes such amount, shall offer to
pay such amount to the holders of all dissenting shares of that constituent
bank or trust

B-1
<PAGE> 123
company. The amount payable pursuant to any such offer which is accepted by
the holders of dissenting shares, and the amount payable to the holders of
dissenting shares pursuant to an appraisal, shall constitute a debt of the
resulting state bank or state trust company.

(4) The owners of dissenting shares who have accepted an offer
made pursuant to subsection (3) shall be entitled to receive the amount so
offered for such shares in cash upon surrendering the stock certificates
representing such shares at any time within 30 days after the effective date of
the merger, and the owners of dissenting shares, the value of which is to be
determined by appraisal, shall be entitled to receive the value of such shares
in cash upon surrender of the stock certificates representing such shares at
any time within 30 days after the value of such shares has been determined by
appraisal made on or after the effective date of the merger.

(5) The value of dissenting shares of each constituent state bank
or state trust company, the owners of which have not accepted an offer for such
shares made pursuant to subsection (3), shall be determined as of the effective
date of the merger by three appraisers, one to be selected by the owners of at
least two-thirds of such dissenting shares, one to be selected by the board of
directors of the resulting state bank, and the third to be selected by the two
so chosen. The value agreed upon by any two of the appraisers shall control
and be final and binding on all parties. If, within 90 days from the effective
date of the merger, for any reason one or more of the appraisers is not
selected as herein provided, or the appraisers fail to determine the value of
such dissenting shares, the department shall cause an appraisal of such
dissenting shares to be made which will be final and binding on all parties.
The expenses of appraisal shall be paid by the resulting state bank or trust
company.

(6) Upon the effective date of the merger, all the shares of stock
of every class of each constituent bank or trust company, whether or not
surrendered by the holders thereof, shall be void and deemed to be canceled,
and no voting or other rights of any kind shall pertain thereto or to the
holders thereof except only such rights as may be expressly provided in the
plan of merger and merger agreement or expressly provided by law.

(7) The provisions of subsection (6) and, unless agreed by all the
constituent banks and trust companies and expressly provided in the plan of
merger and merger agreement, subsections (3), (4), and (5) are not applicable
to the resulting bank or trust company or to the shares or holders of shares of
a resulting bank or trust company the cash, shares, rights, obligations, or
other securities or property of which in whole or in part, is provided in the
plan of merger or merger agreement to be exchanged for the shares of the other
constituent banks or trust companies.

(8) The stock, rights, obligations and other securities of a
resulting bank or trust company may be issued as provided by the terms of the
plan of merger and merger agreement, free from any preemptive rights of the
holders of any of the shares of stock or of any of the rights, obligations, or
other securities of such resulting bank or trust company or of any of the
constituent banks or trust companies.

(9) After approval of the plan of merger and merger agreement by
the stockholders as provided in subsection (1), there shall be filed with the
department, within 30 days after the time limit in s. 658.43(5), a fully
executed counterpart of the plan of merger and merger agreement as so approved
if it differs in any respect from any fully executed counterpart thereof
theretofore filed with the department, and copies of the resolution approving
the same by the stockholders of each constituent bank or trust company,
certified by the president, or chief executive officer if other than the
president, and the cashier or corporate secretary of each constituent bank or
trust company, respectively, with the corporate seal impressed thereon.

B-2
<PAGE> 124
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Restated Certificate of Incorporation and the Bylaws of Registrant
provide that Registrant shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of the State of
Delaware, which permits a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, against expenses
(including attorney's fees), judgments, fines and settlements incurred by him
in connection with any such suit or proceeding, if he acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interests
of the corporation, and, in the case of a derivative action on behalf of the
corporation, if he not be adjudged to be liable for negligence or misconduct.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this Registration
Statement:

2(a) Agreement and Plan of Merger between SouthTrust Bank of Sarasota
County and The Bank of Bradenton, and joined in by SouthTrust
Corporation and SouthTrust of Florida, Inc. (included as Exhibit A to
the Proxy Statement/Prospectus filed as part of this Registration
Statement).
* 4(a) Certificate of Adoption of Resolutions designating Series A
Junior Participating Preferred Stock, adopted February 22,
1989, which was filed as Exhibit 1 to SouthTrust Corporation's
Registration Statement on Form 8-A (File No. 1-3613).
* 4(b) Stockholders' Rights Agreement, dated as of February 22, 1989,
between SouthTrust Corporation and Mellon Bank, N.A., Rights
Agent, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A (File No.
1-3613).
* 4(c) Indenture, dated as of May 1, 1987 between SouthTrust
Corporation and National Westminster Bank USA, which was filed
as Exhibit 4(a) to SouthTrust Corporation's Registration
Statement on Form S-3 (Registration No. 33-13637).
* 4(d) Subordinated Indenture, dated as of May 1, 1992, between
SouthTrust Corporation and Chemical Bank, which was filed as
Exhibit 4(b)(ii) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-52717).
* 4(e) Composite Restated Bylaws of SouthTrust Corporation, as
amended through October 13, 1989, which was filed as Exhibit
4(m) to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-50107).
* 4(f) Composite Restated Certificate of Incorporation of SouthTrust
Corporation, as amended through June 2, 1993, which was filed
as Exhibit 4(k) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-50107).
5 Opinion of Bradley, Arant, Rose & White as to the legality of the
securities being registered.
8 Opinion of Bradley, Arant, Rose & White regarding certain tax
matters.
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of George Russell.
23(c) Consent of Bradley, Arant, Rose & White (included in Exhibit 5).
23(d) Consent of Bradley, Arant, Rose & White (included in Exhibit 8).
24 Powers of Attorney.

______________________________________
* Incorporated by reference.

II-1
<PAGE> 125
ITEM 22. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) (1) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
Registration Statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other items of the applicable form.

(2) The registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) immediately proceeding, or
(ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering
of securities subject to Rule 415, will be filed as a part of
an amendment to the Registration Statement and will not be
used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by

II-2
<PAGE> 126
a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(e) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt
of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-3
<PAGE> 127
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on May 11, 1994.

SOUTHTRUST CORPORATION

By:/s/ Wallace D. Malone, Jr.
-------------------------------------
Wallace D. Malone, Jr.
Its Chairman of the Board of
Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Wallace D. Malone, Jr. Chairman, Chief Executive
- ---------------------------------- Officer, Director May 11, 1994
Wallace D. Malone, Jr.

/s/ Roy W. Gilbert, Jr. President, Chief Operating
- ---------------------------------- Officer, Director May 11, 1994
Roy W. Gilbert, Jr.

/s/ Aubrey D. Barnard Secretary, Treasurer and
- ---------------------------------- Controller (Principal May 11, 1994
Aubrey D. Barnard Accounting and
Financial Officer)

Director
- ---------------------------------- May __, 1994
H. Allen Franklin

Director
- ---------------------------------- May __, 1994
Herbert Stockham

Director
- ---------------------------------- May __, 1994
Bill L. Harbert

* Director
- ---------------------------------- May 11, 1994
T. W. Mitchell

Director
- ---------------------------------- May __, 1994
William C. Hulsey

</TABLE>

II-4
<PAGE> 128
<TABLE>
<S> <C> <C>

Director May __, 1994
- --------------------------------------
John M. Bradford

* Director May 11, 1994
- --------------------------------------
Wm. Kendrick Upchurch, Jr.

* Director May 11, 1994
- --------------------------------------
Charles G. Taylor

* Director May 11, 1994
- --------------------------------------
Allen J. Keesler, Jr.

* /s/ William L. Prater May 11, 1994
- --------------------------------------
William L. Prater
Attorney-in-fact
</TABLE>

II-5
<PAGE> 129
INDEX TO EXHIBITS

PAGE IN
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION FILING
--------- ----------- --------
<S> <C>
2(a) Agreement and Plan of Merger between SouthTrust Bank of Sarasota County and The Bank of
Bradenton, and joined in by SouthTrust Corporation and SouthTrust of Florida, Inc. (included as
Exhibit A to the Proxy Statement/Prospectus filed as part of this Registration Statement).
* 4(a) Certificate of Adoption of Resolutions designating Series A Junior Participating Preferred Stock,
adopted February 22, 1989, which was filed as Exhibit 1 to SouthTrust Corporation's Registration
Statement on Form 8-A (File No. 1-3613).
* 4(b) Stockholders' Rights Agreement, dated as of February 22, 1989, between SouthTrust Corporation
and Mellon Bank, N.A., Rights Agent, which was filed as Exhibit 1 to SouthTrust Corporation's
Registration Statement on Form 8-A (File No. 1-3613).
* 4(c) Indenture, dated as of May 1, 1987 between SouthTrust Corporation and National Westminster
Bank USA, which was filed as Exhibit 4(a) to SouthTrust Corporation's Registration Statement
on Form S-3 (Registration No. 33-13637).
* 4(d) Subordinated Indenture, dated as of May 1, 1992, between SouthTrust Corporation and Chemical
Bank, which was filed as Exhibit 4(b)(ii) to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-44857).
* 4(e) Composite Restated Bylaws of SouthTrust Corporation, as amended through October 13, 1989,
which was filed as Exhibit 4(m) to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-50107).
* 4(f) Composite Restated Certificate of Incorporation of SouthTrust Corporation, as amended through
June 2, 1993, which was filed as Exhibit 4(k) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-50107).
5 Opinion of Bradley, Arant, Rose & White as to the legality of the securities being registered.
8 Opinion of Bradley, Arant, Rose & White regarding certain tax matters.
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of George Russell.
23(c) Consent of Bradley, Arant, Rose & White (included in Exhibit 5).
23(d) Consent of Bradley, Arant, Rose & White (included in Exhibit 8).
24 Powers of Attorney.
______________________________________
* Incorporated by reference.

</TABLE>

II-6

<PAGE> 1

EXHIBIT 5

May 11, 1994

SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203

Gentlemen:

In our capacity as counsel for SouthTrust Corporation, a
Delaware corporation ("SouthTrust"), we have examined the Registration
Statement on Form S-4 (the "Registration Statement"), in form as proposed to be
filed by SouthTrust with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, on May 12, 1994, relating
to the proposed merger (the "Merger") of The Bank of Bradenton, a Florida state
banking association ("Bradenton"), with and into SouthTrust Bank of Sarasota
County, a Florida state banking association, and the issuance of up to 395,756
shares of common stock, par value $2.50 per share, of SouthTrust (the "Shares")
and up to 178,891 rights to purchase 1/100th of one share of Series A Junior
Participating Preferred Stock (the "Rights") in connection with the Merger.
Pursuant to the Merger, each holder of shares of common stock of Bradenton will
receive shares of SouthTrust common stock. In this connection, we have
examined such records, documents and proceedings as we have deemed relevant and
necessary as a basis for the opinions expressed herein.

Upon the basis of the foregoing, we are of the opinion that:

(i) The Shares and Rights to be offered under the
Registration Statement, to the extent actually issued pursuant to the
Merger, will have been duly and validly authorized and issued and will
be fully paid and nonassessable; and

(ii) Under the laws of the State of Delaware, no personal
liability will attach to the ownership of the Shares and Rights.
<PAGE> 2
SouthTrust Corporation
May 11, 1994
Page 2

We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
In addition, we hereby consent to the inclusion of the statements made in
reference to our firm under the caption "LEGAL MATTERS" in the Proxy
Statement/Prospectus which is a part of the Registration Statement.

Yours very truly,

/s/ Bradley, Arant, Rose & White

<PAGE> 1
EXHIBIT 8

May ___, 1994

The Bank of Bradenton
404 53rd Avenue West
Bradenton, FL 34207

Re: Agreement and Plan of Merger of The Bank of Bradenton with
SouthTrust Bank of Sarasota County, joined in by SouthTrust of
Florida, Inc. and SouthTrust Corporation

Ladies and Gentlemen:

You have requested the opinion of Bradley, Arant, Rose &
White, as counsel to SouthTrust Corporation, a Delaware corporation
("SouthTrust"), regarding the transactions contemplated by that certain
Agreement and Plan of Merger dated January 31, 1994, as amended by Amendment
No. 1 to Agreement and Plan of Merger dated April 27, 1994 (collectively, the
"Merger Agreement"), by and between SouthTrust Bank of Sarasota County, a
Florida state banking association ("ST-Bank"), and The Bank of Bradenton, a
Florida state banking association ("Bradenton"), joined in by SouthTrust of
Florida, Inc., a Florida corporation ("ST-FL"), and SouthTrust. Specifically,
you have requested us to opine that the merger of Bradenton with and into
ST-Bank (the "Merger") pursuant to the Merger Agreement will constitute a
tax-free reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"), and that no gain or loss will be recognized by
the shareholders of Bradenton upon the receipt solely of SouthTrust voting
common stock in exchange for their Bradenton common stock upon consummation of
the Merger.

This opinion is being rendered pursuant to your request, and
pursuant to Section 9.8 of the Merger Agreement and the requirements of Item
21(a) of the registration statement on Form S-4 (the "Registration Statement")
which was filed on SouthTrust's behalf with the Securities Exchange Commission
under the Securities Act of 1933, as
<PAGE> 2
The Bank of Bradenton
May ___, 1994
Page 2

amended. Capitalized terms used herein and not otherwise defined herein have
the meanings given to them in the Merger Agreement.

In rendering the opinions set forth below, we have examined
and relied upon the originals or copies of the Merger Agreement, and upon the
representations given to us by letter from Bradenton of even date herewith, and
by letter from SouthTrust of even date herewith, each as contained and
described in the representations section of this letter (the "Representation
Letters"), and such other documents and materials as we have deemed necessary
as a basis for such opinions. In connection with such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents,
agreements and instruments submitted to us as originals, the conformity to
original documents, agreements and instruments of all documents, agreements and
instruments submitted to us as copies or specimens and the authenticity of the
originals of such documents, agreements and instruments submitted to us as
copies or specimens, and, as to factual matters, the veracity of written
statements made by officers and other representatives of Bradenton and
SouthTrust included in the Merger Agreement and the Representation Letters.

FACTS

Immediately prior to the Merger, SouthTrust will own 100% of
the capital stock of ST-FL and ST-FL will own 100% of the capital stock of
ST-Bank.

SouthTrust is a registered bank holding company and is the
common parent of an affiliated group of corporations, including ST-FL and
ST-Bank, that file consolidated federal income tax returns on the calendar year
basis. As of March 31, 1994, SouthTrust had 79,447,884 shares of common stock
issued and outstanding; SouthTrust's common stock is publicly held and publicly
traded through the Automated Quotation System of the National Association of
Securities Dealers, Inc. - National Market System ("NASDAQ").

ST-FL is a Florida corporation all of the capital stock of
which is held by SouthTrust, which includes ST-FL in its consolidated return.

ST-Bank is a Florida state banking association organized
pursuant to the laws of the State of Florida. As of November 30, 1993, ST-Bank
had 800,000 shares outstanding, all of which will be held by ST-FL as of the
Effective Time of the Merger. ST-Bank is included in the consolidated federal
income tax return of SouthTrust. ST-Bank has no subsidiaries.

Bradenton is a banking corporation organized pursuant to the
laws of the State of Florida. As of January 31, 1994, Bradenton had 184,933
shares of common stock outstanding, and there has been no change in the number
of Bradenton common shares
<PAGE> 3
The Bank of Bradenton
May __, 1994
Page 3

outstanding as of the date hereof. Bradenton has no subsidiaries. Bradenton
is an accrual method taxpayer using a calendar year accounting period.

THE PROPOSED TRANSACTIONS

Pursuant to the Merger Agreement, the following transactions
will take place:

(1) ST-FL will acquire all of the assets and liabilities
of Bradenton in exchange for voting common stock of SouthTrust in a transaction
in which ST-FL directs that all of the assets and liabilities of Bradenton will
be transferred to ST-Bank by means of a statutory merger of Bradenton into
ST-Bank pursuant to the Merger Agreement.

(2) Bradenton will merge with and into ST-Bank in
accordance with Sections 658.40 through 658.45 of the Florida Banking Code and
ST-Bank shall be the surviving corporation. ST-Bank will acquire all of the
assets and assume all of the liabilities of Bradenton. ST-Bank will be the
surviving corporation and the separate corporate existence of Bradenton will
terminate.

(3) Each share of Bradenton stock issued and outstanding
will be exchanged for a number of shares of SouthTrust common stock as set
forth in the Merger Agreement.

(4) No fractional shares of SouthTrust stock will be
issued in the Merger; each Bradenton shareholder who would otherwise be
entitled to receive a fractional share interest, if any, will receive cash in
lieu of a fractional share.

(5) Any shareholder who dissents from the Merger will be
entitled to receive the appraisal value of his or her shares in cash.
Immediately prior to the Effective Time of the Merger, Bradenton will establish
an escrow account with an amount of cash equal to one hundred and fifty percent
(150%) of the value of SouthTrust shares which the dissenting shareholders
would have been entitled to receive in the Merger but for the exercise of their
rights of dissent (the "Dissent Escrow"). The escrow agent will disburse the
escrowed funds to the dissenting shareholders in accordance with the Dissent
Provisions. Any and all funds remaining in the Dissent Escrow after such
disbursement will be remitted to ST-Bank as the surviving corporation.

(6) In accordance with Section 2.2 of the Merger
Agreement, certain outstanding options which entitle the holders thereof to
acquire Bradenton shares, and which were issued by Bradenton in connection with
the performance of services, will be converted into equivalent options and
rights with respect to SouthTrust shares, and the obligations of Bradenton
thereunder shall be assumed by ST-FL in accordance with the terms of the
<PAGE> 4
The Bank of Bradenton
May __, 1994
Page 4

particular Bradenton Stock Option Plan under which such Bradenton options were
issued and the stock option agreements by which such Bradenton options are
evidenced.

REPRESENTATIONS

Bradenton and SouthTrust have made the following
representations to us, and with your consent, we have relied upon the accuracy
and validity of these representations in offering the opinions expressed below:

SOUTHTRUST REPRESENTATIONS:

(a) The ratio for the exchange of shares of stock of
Bradenton for common stock of SouthTrust was negotiated through arm's length
bargaining between SouthTrust, acting on behalf of ST-FL, and Bradenton.

(b) To the best knowledge of the management of
SouthTrust, there is no plan or intention on the part of the stockholders of
Bradenton to sell, exchange, transfer by gift or otherwise dispose of a number
of the shares of common stock of SouthTrust to be received by them in the
Merger that would reduce the Bradenton stockholders' ownership of SouthTrust
stock to a number of shares having a value, as of the Effective Time of the
Merger, of less than fifty percent (50%) of the value of all of the formerly
outstanding stock of the Bradenton as of the same date. For purposes of this
certification, shares of Bradenton stock reasonably expected to be exchanged
for cash or other property, surrendered by dissenters, if any, or exchanged for
cash in lieu of fractional shares of SouthTrust stock will be considered as
having been sold, exchanged or otherwise disposed of by the holders thereof.
In addition, the management of SouthTrust is not aware of any transfers of
Bradenton stock by any holders thereof prior to the Effective Time of the
Merger which were made in contemplation of the Merger.

(c) ST-FL will acquire, and as a result of the Merger,
will cause to be transferred to ST-Bank, assets representing no less than
ninety percent (90%) of the fair market value of the net assets and no less
than seventy percent (70%) of the fair market value of the gross assets held by
Bradenton immediately prior to the Merger. For purposes of this certification,
amounts reasonably expected to be paid by Bradenton to dissenters by the Escrow
Agent, as described in and contemplated by Section 2.1(d) of the Merger
Agreement, and amounts reasonably expected to be used to pay reorganization
expenses of Bradenton, and all redemptions and distributions (except for
regular, normal and recurring dividends) made by Bradenton immediately prior to
the Merger will be considered as assets held by Bradenton immediately prior to
the Merger and which will not be acquired by ST-FL or by ST-Bank. The
management of SouthTrust is not aware of Bradenton having redeemed any of the
Bradenton stock, having made any distribution with respect to any of the
<PAGE> 5
The Bank of Bradenton
May __, 1994
Page 5

Bradenton stock, or having disposed of any of its assets in anticipation of or
as part of a plan for the acquisition of Bradenton by ST-FL and by ST-Bank.

(d) SouthTrust has no present plan or intention to
reacquire any of its stock issued pursuant to the Merger.

(e) Neither SouthTrust, ST-FL nor ST-Bank has any plan or
intention to sell or otherwise dispose of any of the assets of Bradenton
acquired in the Merger, except for dispositions made in the ordinary course of
business, or transfers to controlled subsidiaries described in Section
368(a)(2)(C) of the Code.

(f) Following the Merger, ST-FL, through ST-Bank, will
continue the historic business of Bradenton or will use a significant portion
of Bradenton's historic assets in the conduct of the banking business of
ST-Bank.

(g) Prior to the Merger SouthTrust will own 100% of the
outstanding capital stock of ST-FL, and ST-FL will own 100% of the outstanding
capital stock of ST-Bank.

(h) SouthTrust does not beneficially own, directly or
indirectly, nor has it beneficially owned at any time during the past five
years, directly or indirectly, any of the stock of Bradenton.

(i) The assumption by ST-FL and by ST-Bank of the
liabilities of Bradenton pursuant to the Merger is for a bona fide business
purpose and, therefore, the principal purpose of such assumption is not the
avoidance of federal income tax on the transfer of assets of Bradenton to
ST-Bank pursuant to the Merger.

(j) The liabilities of Bradenton assumed by ST-FL and by
ST-Bank and the liabilities to which the transferred assets of Bradenton are
subject were incurred by Bradenton in the ordinary course of Bradenton's
business. No liabilities of any person other than Bradenton will be assumed by
ST-Bank or by ST-FL pursuant to the Merger, and none of the shares of Bradenton
to be exchanged for SouthTrust common stock in the Merger will be subject to
any liabilities following such exchange. SouthTrust will not assume any of the
liabilities of Bradenton pursuant to the Merger.

(k) SouthTrust, ST-FL, ST-Bank and Bradenton each will
pay their respective expenses, if any, incurred in connection with the Merger.
None of SouthTrust, ST-FL, ST-Bank and Bradenton will pay any of the expenses
of the stockholders of Bradenton, if any, incurred in connection with the
Merger. ST-FL and ST-Bank will pay or assume only those expenses of Bradenton
incurred in connection with the Merger that are "solely and directly related to
the reorganization" in accordance with the guidelines contained in Rev.
<PAGE> 6
The Bank of Bradenton
May __, 1994
Page 6

Rul. 73-54, 1973-1 C.B. 18. ST-FL and ST-Bank will not, however, transfer any
money or property other than voting stock of SouthTrust to Bradenton or to the
stockholders of Bradenton for the purpose of paying reorganizational expenses
of Bradenton.

(l) There is no intercorporate indebtedness existing
between SouthTrust and Bradenton or between ST-FL and Bradenton or between
ST-Bank and Bradenton that was issued, acquired, or which will be settled at a
discount.

(m) As of the Effective Time of the Merger, the fair
market value of the assets of Bradenton will exceed the sum of the liabilities
of Bradenton (including any liabilities to which Bradenton's assets are
subject).

(n) The payment of cash in lieu of fractional shares of
stock of SouthTrust is not separately bargained-for consideration and is being
made solely for the purpose of saving SouthTrust the expense and inconvenience
of issuing fractional shares. Furthermore, the total cash consideration paid
to stockholders of Bradenton in lieu of fractional shares of SouthTrust
pursuant to the Merger Agreement will not exceed one percent (1%) of the total
consideration issued in the Merger to the Bradenton stockholders in exchange
for their shares of Bradenton stock, and no Bradenton stockholder will receive
cash for fractional share interests in an amount equal to or greater than the
value of one full share of SouthTrust common stock.

(o) None of the compensation received by any
stockholder-employee of Bradenton pursuant to any employment, consulting or
similar arrangement (including a covenant not to compete) is or will be
separate consideration for, or allocable to, any of such employee-stockholders'
shares of Bradenton stock. None of the shares of common stock of SouthTrust
received by any stockholder-employee of Bradenton pursuant to the Merger (other
than any such shares received in connection with the assumption by ST-FL in the
Merger of certain obligations of Bradenton with respect to options to purchase
Bradenton common stock) are, or will be, separate consideration for, or
allocable to, any such employment, consulting or similar arrangement. The
compensation paid to any stockholder-employees of Bradenton pursuant to any
such employment, consulting or similar arrangement (including a covenant not to
compete) is or will be for services actually rendered and performed, and will
be commensurate with amounts paid by SouthTrust to comparably qualified and
experienced third parties for similar services on the basis of arms' length
negotiations.

(p) Neither SouthTrust nor ST-FL has any present plan or
intention to liquidate ST-Bank, to merge ST-Bank into another corporation, or
to sell or otherwise dispose of the stock of ST-Bank.
<PAGE> 7
The Bank of Bradenton
May __, 1994
Page 7

BRADENTON REPRESENTATIONS:

(1) The Merger will be consummated in compliance with the
material terms of the Merger Agreement and none of the material terms and
conditions therein have been waived or modified and Bradenton has no plan or
intention to waive or modify further any such material condition.

(2) The ratio for the exchange of shares of stock of
Bradenton for common stock of SouthTrust was negotiated through arm's length
bargaining between SouthTrust, acting on behalf of ST-FL, and Bradenton.

(3) There is no plan or intention by the stockholders of
Bradenton who own one percent or more of the Bradenton stock, and to the best
of the knowledge of management of Bradenton, there is no plan or intention on
the part of the remaining stockholders of Bradenton to sell, exchange, transfer
by gift or otherwise dispose of a number of the shares of common stock of
SouthTrust to be received by them in the Merger that would reduce the Bradenton
stockholders' ownership of SouthTrust stock to a number of shares having a
value, as of the Effective Time of the Merger, of less than fifty percent (50%)
of the value of all of the formerly outstanding stock of Bradenton as of the
same date. For purposes of this certification, shares of Bradenton stock
exchanged for cash or other property, surrendered by dissenters, if any, or
exchanged for cash in lieu of fractional shares of SouthTrust stock will be
considered as having been sold, exchanged, or otherwise disposed of by the
holders thereof as of the Effective Time of the Merger. In addition, no shares
of Bradenton stock or shares of SouthTrust stock held by Bradenton stockholders
have been sold, redeemed or disposed of by the holders thereof prior to the
Effective Time of the Merger in contemplation of the consummation of the
Merger.

(4) As a result of the Merger, Bradenton will transfer to
ST-Bank no less than ninety percent (90%) of the fair market value of the net
assets and no less than seventy percent (70%) of the fair market value of the
gross assets held by Bradenton immediately prior to the Merger. For purposes
of this certification, amounts paid on behalf of Bradenton to dissenters by the
Escrow Agent, as described in and contemplated by Section 2.1(c) of the Merger
Agreement, and amounts reasonably expected to be used to pay reorganization
expenses of Bradenton, and all redemptions and distributions (except for
regular, normal and recurring dividends) made by Bradenton immediately prior to
the Merger will be considered as assets held by Bradenton immediately prior to
the Merger and which will not be acquired by ST-FL or by ST-Bank. Bradenton
has not redeemed any of the Bradenton stock, made any distribution with respect
to any of the Bradenton stock, or disposed of any of its assets in anticipation
of or as part of a plan for the acquisition of Bradenton by ST-FL.

(5) The assumption by ST-FL and by ST-Bank of the
liabilities of Bradenton pursuant to the Merger is for a bona fide business
purpose and the principal
<PAGE> 8
The Bank of Bradenton
May __, 1994
Page 8

purpose of such assumption is not the avoidance of federal income tax on the
transfer of assets of Bradenton to ST-Bank pursuant to the Merger.

(6) The liabilities of Bradenton assumed by ST-FL and by
ST-Bank and the liabilities to which the transferred assets of Bradenton are
subject were incurred by Bradenton in the ordinary course of Bradenton's
business. No liabilities of any person other than Bradenton will be assumed by
ST-Bank or by ST-FL pursuant to the Merger, and none of the shares of Bradenton
to be surrendered in exchange for SouthTrust common stock in the Merger will be
subject to any liabilities. SouthTrust will not assume any of the liabilities
of Bradenton pursuant to the Merger.

(7) SouthTrust, ST-FL, ST-Bank and Bradenton each will
pay their respective expenses, if any, incurred in connection with the Merger.
None of SouthTrust, ST-FL, ST-Bank and Bradenton will pay any of the expenses
of the stockholders of Bradenton, if any, incurred in connection with the
Merger.

(8) There is no intercorporate indebtedness existing
between SouthTrust and Bradenton or between ST-FL and Bradenton or between
ST-Bank and Bradenton that was issued, acquired, or which will be settled at a
discount.

(9) Bradenton is not an investment company as such term
is defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code.

(10) Bradenton is not under the jurisdiction of a court in
a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Code.

(11) As of the Effective Time of the Merger, the fair
market value of the assets of Bradenton will exceed the sum of the liabilities
of Bradenton (including any liabilities to which Bradenton's assets are
subject).

(12) The payment of cash in lieu of fractional shares of
stock of SouthTrust is not separately bargained-for consideration and is being
made solely for the purpose of saving SouthTrust the expense and inconvenience
of issuing fractional shares. Furthermore, the total cash consideration paid
to stockholders of Bradenton in lieu of fractional shares of SouthTrust
pursuant to the Merger Agreement will not exceed one percent (1%) of the total
consideration issued in the Merger to the Bradenton stockholders in exchange
for their shares of Bradenton stock, and no Bradenton stockholder will receive
cash for fractional share interests in an amount equal to or greater than the
value of one full share of SouthTrust common stock.

(13) None of the compensation received by any
stockholder-employee of Bradenton pursuant to any employment, consulting or
similar arrangement (including a
<PAGE> 9
The Bank of Bradenton
May __, 1994
Page 9

covenant not to compete) is or will be separate consideration for, or allocable
to, any of such employee-stockholders' shares of Bradenton stock. None of the
shares of common stock of SouthTrust received by any stockholder-employee of
Bradenton pursuant to the Merger (other than any such shares received in
connection with the assumption by ST-FL in the Merger of certain obligations of
Bradenton with respect to options to purchase Bradenton common stock) are, or
will be, separate consideration for, or allocable to, any such employment,
consulting or similar arrangement. The compensation paid to any
stockholder-employees of Bradenton pursuant to any such employment, consulting
or similar arrangement (including a covenant not to compete) is or will be for
services actually rendered and performed, and will be commensurate with amounts
paid to third parties bargaining at arms' length for similar services.

OPINION

Upon the basis of the foregoing facts, representations and
assumptions, and solely for purposes of the Code, we are of the opinion that:

1. For federal income tax purposes the Merger will be
viewed as an acquisition by ST-FL of substantially all of the assets of
Bradenton solely in exchange for SouthTrust voting common stock and the
assumption of all the liabilities of Bradenton by ST-FL, followed by the
transfer of the assets of Bradenton to ST-Bank and the assumption by ST-Bank of
the liabilities of Bradenton.

2. The acquisition by ST-FL of substantially all of the
assets of Bradenton in exchange solely for shares of SouthTrust voting common
stock and the assumption by ST-FL of Bradenton's liabilities, as described
above, will constitute a reorganization within the meaning of section
368(a)(1)(C) of the Code. For purposes of this opinion, "substantially all"
means at least ninety percent of the fair market value of the net assets and at
least seventy percent of the fair market value of the gross assets of
Bradenton. Pursuant to Section 368(a)(2)(C) of the Code, the acquisition by
ST-FL of substantially all of the assets of Bradenton will not be disqualified
under Section 368(a)(1)(C) of the Code solely by reason of the fact that the
assets of Bradenton that were acquired by ST-FL are transferred to ST-Bank.
SouthTrust, ST-FL and Bradenton each will be a "party to a reorganization"
within the meaning of Section 368(b) of the Code.

3. No gain or loss will be recognized by the
shareholders of Bradenton upon the receipt of SouthTrust voting common stock
(including any fractional share interests to which they may be entitled) solely
in exchange for their shares of Bradenton stock.
<PAGE> 10
The Bank of Bradenton
May __, 1994
Page 10

4. The basis of the SouthTrust voting common stock to be
received by the Bradenton shareholders (including any fractional share interest
to which they may be entitled) will be the same as the basis of the Bradenton
stock surrendered in the exchange.

5. The holding period of the shares of SouthTrust voting
common stock (including any fractional share interests to which they may be
entitled) received by the shareholders of Bradenton will include the period
during which the stock of Bradenton surrendered in exchange therefor was held,
provided that the shares of Bradenton stock were held as capital assets within
the meaning of Section 1221 of the Code as of the Effective Time.

6. Bradenton shareholders who exercise dissenters'
rights, and as a result of which receive only cash, will be treated as having
received such cash as a distribution in redemption of their Bradenton stock,
subject to the provisions and limitations of Section 302 of the Code. Those
Bradenton shareholders who hold no SouthTrust stock, directly or indirectly
through the application of Section 318(a) of the Code, following the Merger
shall be treated as having a complete termination of interest within the
meaning of Section 302(b)(3) of the Code, and the cash received will be treated
as a distribution in full payment in exchange for Bradenton stock as provided
in Section 302(a) of the Code. As provided in Section 1001 of the Code, gain
will be realized and recognized by such shareholders measured by the difference
between the redemption price and the adjusted basis of the Bradenton shares
surrendered as determined under Section 1011 of the Code. Provided Section 341
of the Code (relating to collapsible corporations) is inapplicable and the
Bradenton stock is a capital asset in the hands of such shareholders, the gain,
if any, will constitute capital gain. Such gain will constitute a long term
capital gain if the surrendered Bradenton shares were held by the shareholder
for a period greater than one year prior to the Merger; if the surrendered
Bradenton shares where held by such shareholder for a period of one year or
less, the gain will constitute short-term capital gain.

7. The payment of cash to a Bradenton shareholder in
lieu of issuing a fractional share interest in SouthTrust stock will be treated
for federal income tax purposes as if the fractional share actually was issued
as part of the Merger and then was redeemed by SouthTrust. This cash payment
will be treated as having been received as a distribution in full payment in
exchange for the stock redeemed as provided in Section 302(a) of the Code.

8. The holders of options to acquire Bradenton shares
which are converted into options to acquire SouthTrust shares and the
obligations of which are assumed by ST-FL in accordance with Section 2.2 of the
Merger Agreement will not recognize taxable income or loss upon the conversion
of the Bradenton options into options to acquire SouthTrust shares, or upon the
assumption of the Bradenton options by ST-FL.
<PAGE> 11
The Bank of Bradenton
May __, 1994
Page 11

This opinion is rendered solely with respect to certain
federal income tax consequences of the Merger under the Code, and does not
extend to the income or other tax consequences of the Merger under the laws of
any state or any political subdivision of any state; nor does it extend to any
tax effects or consequences of the Merger to SouthTrust, ST-FL or ST-Bank other
than those expressly stated in the above opinions. Our opinions, as stated
above, are based upon our analysis of the current Internal Revenue Code of
1986, as amended, the regulations issued thereunder, current case law and
published rulings of the Internal Revenue Service; the foregoing are subject to
change, and such changes may be given retroactive effect. In the event of such
changes, our opinions set forth above may be affected and may not be relied
upon. Furthermore, no opinion is expressed as to the federal or state tax
treatment of the transaction under any other provisions of the Code and
regulations, or about the tax treatment of any conditions existing at the time
of, or effects resulting from, the transaction that are not specifically
covered by the above opinions.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. We also consent to the references to this firm
under the heading "Certain Federal Income Tax Consequences" in the Registration
Statement and in the prospectus which is included as part of the Registration
Statement.

Sincerely,

<PAGE> 1
EXHIBIT 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement (Form S-4 for the
registration of 395,756 shares of the Company's $2.50 par value common
stock, in connection with the merger agreement between SouthTrust
Corporation and The Bank of Bradenton) of our report dated February 4, 1994
incorporated by reference in SouthTrust Corporation's Form 10-K for the year
ended December 31, 1993 and to all references to our Firm included in or
made a part of this Registration Statement.

/s/ Arthur Andersen & Co.
-------------------------
Arthur Andersen & Co.

Birmingham, Alabama
May 10, 1994

<PAGE> 1
EXHIBIT 23(b)

GEORGE H. RUSSELL, JR.

CERTIFIED PUBLIC ACCOUNTANT

9308 Old Pasco Road P.O. Box 17128
Wesley Chapel, Florida 33544 Tampa, Florida 33682
(904) 588-4297 (800) 782-1044

Bank of Bradenton
Bradenton, Florida

I consent to the inclusion in this registration statement on Form S-4 of my
report dated January 18, 1994, except for Note J dated May 5, 1994, on my audit
of the financial statements of the Bank of Bradenton.

I also consent to my firm's inclusion under the caption "expert".

/s/ G.H. Russell, Jr.
Certified Public Accountant

Tampa, Florida
May 10, 1994

<PAGE> 1
EXHIBIT 24

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director whose
signature appears below hereby constitutes and appoints Aubrey D. Barnard and
William L. Prater, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 in connection with the
acquisition of The Bank of Bradenton and relating to the registration of shares
of SouthTrust common stock, par value $2.50 per share, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 10th day of May, 1994.

/s/ T.W. MITCHELL
------------------------------
T.W. Mitchell
Director

<PAGE> 2
STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 in connection with the
acquisition of The Bank of Bradenton and relating to the registration of shares
of SouthTrust common stock, par value $2.50 per share, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 10th day of May, 1994.

/s/ ALLEN J. KEESLER, JR.
-----------------------------------
Allen J. Keesler, Jr.
Director
<PAGE> 3
STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 in connection with the
acquisition of The Bank of Bradenton and relating to the registration of shares
of SouthTrust common stock, par value $2.50 per share, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 10th day of May, 1994.

/s/ CHARLES G. TAYLOR
---------------------------------
Charles G. Taylor
Director
<PAGE> 4
STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 10th day of May, 1994.

/s/ W.K. UPCHURCH, JR.
--------------------------------
W.K. Upchurch, Jr.
Director