<PAGE> 1
================================================================================
As filed with the Securities and Exchange Commission on September 19, 1994
Registration No. 33-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0574085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK OPTION PLAN
(Full title of the plan)
AUBREY D. BARNARD
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Name and address of agent for service)
(205) 254-5000
(Telephone number, including area code, of agent for service)
with a copy to:
C. LARIMORE WHITAKER
BRADLEY, ARANT, ROSE & WHITE
1400 PARK PLACE TOWER
2001 PARK PLACE
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed maximum
securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per share* price* registration fee
<S> <C> <C> <C> <C>
Common Stock, par
value
of $2.50 per share 3,450,000 shares $21.00 $72,450,000 $24,982.76
</TABLE>
*Estimated pursuant to Rule 457(h)(1) and 457(c) solely for the
purpose of calculating the registration fee based upon the average of
the high and low prices of the common stock of SouthTrust Corporation
reported on September 15, 1994 by NASDAQ.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated herein by
reference as of their respective dates:
(1) The Company's annual report on Form 10-K for the year
fiscal ended December 31, 1993, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(2) The Company's quarterly reports on Form 10-Q for the
fiscal quarters ended March 31, 1994 and June 30, 1993 (Commission
File No. 0-3613); and
(3) The description of the Company's Common Stock appearing
in the Company's registration statement on Form S-3 (Registration No.
33-40371), as amended, under the caption "DESCRIPTION OF CAPITAL STOCK
- Common Stock," as filed on May 31, 1991 pursuant to the Securities
Act of 1933, as amended (the "Securities Act").
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
and to be a part of the registration statement from the date of the
filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed
upon by the firm of Bradley, Arant, Rose & White, counsel for the
Company. As of December 31, 1993, members and associates of the firm
of Bradley, Arant, Rose & White beneficially owned approximately
2,130,000 shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation and the Bylaws of
the Company provide that the Company shall indemnify its officers,
directors, employees, and agents to the extent permitted by the
General Corporation Law 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 an in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, and, in the case of a
derivative action on behalf of the corporation, against expenses if he
not be adjudged to be liable for negligence or misconduct. The
Company also maintains insurance coverage relating to certain
liabilities of directors and officers.
II-1
<PAGE> 3
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of the 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) -- Stockholder's 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 SouthTrust Corporation's Registration
Statement on Form S-3 (Registration No. 33-52717).
*4(e) -- Composite Restated Certificate of Incorporation of SouthTrust
Corporation, as amended through June 2, 1993, which was filed
as Exhibit 4(k) to SouthTrust Corporation's Registration
Statement on Form S-3 (Registration No. 33-50107).
*4(f) -- Composite Restated Bylaws of SouthTrust Corporation, as
amended through October 13, 1989, which was filed as Exhibit
4(m) to SouthTrust Corporation's Registration Statement on
Form S-3 (Registration No. 33-50107).
*4(g) -- Certificate of Amendment to the Restated Certificate of
Incorporation of SouthTrust Corporation, which was filed as
Exhibit 4(g) to SouthTrust Corporation's Registration
Statement on Form S-4 (Registration No. 33-53945).
*4(h) -- 1993 Stock Option Plan of SouthTrust Corporation, which was
filed as Exhibit 1 to the SouthTrust Corporation Proxy
Statement for the Annual Meeting of Stockholders held on
April 21, 1993 (Commission File No. 0-3613).
5 -- Opinion of Bradley, Arant, Rose & White as to the legality of
the securities offered.
23(a) -- Consent of Arthur Andersen & Co.
23(b) -- Consent of Bradley, Arant, Rose & White (included in Exhibit
5).
24 -- Powers of Attorney.
- -----------------------------------
*Incorporated by reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, 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 this 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 this
registration statement;
II-2
<PAGE> 4
(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;
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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 herein, 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
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes for 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 herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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 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.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and 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 September 19,
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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Wallace D. Malone, Jr. Chairman, Chief Executive September 19, 1994
- ------------------------------------------- Officer, Director
Wallace D. Malone, Jr.
/s/ Roy W. Gilbert, Jr. President, Chief Operating September 19, 1994
- ------------------------------------------- Officer, Director
Roy W. Gilbert, Jr.
/s/ Aubrey D. Barnard Secretary, Treasurer and September 19, 1994
- ------------------------------------------- Controller (Principal Accounting
Aubrey D. Barnard and Financial Officer)
* Director September 19, 1994
- -------------------------------------------
H. Allen Franklin
* Director September 19, 1994
- -------------------------------------------
Allen J. Keesler, Jr.
* Director September 19, 1994
- -------------------------------------------
Charles G. Taylor
Director September 19, 1994
- -------------------------------------------
Herbert Stockham
* Director September 19, 1994
- -------------------------------------------
Bill L. Harbert
* Director September 19, 1994
- -------------------------------------------
T. W. Mitchell
* Director September 19, 1994
- -------------------------------------------
William C. Hulsey
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
* Director September 19, 1994
- -------------------------------------------
John M. Bradford
* Director September 19, 1994
- -------------------------------------------
Wm. Kendrick Upchurch, Jr.
</TABLE>
*By /s/ William L. Prater
----------------------------------------
William L. Prater
Attorney-in-fact
II-4
<PAGE> 7
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
*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) -- Stockholder's 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 SouthTrust Corporation's Registration
Statement on Form S-3 (Registration No. 33-52717).
*4(e) -- Composite Restated Certificate of Incorporation of SouthTrust
Corporation, as amended through June 2, 1993, which was filed
as Exhibit 4(k) to SouthTrust Corporation's Registration
Statement on Form S-3 (Registration No. 33-50107).
*4(f) -- Composite Restated Bylaws of SouthTrust Corporation, as
amended through October 13, 1989, which was filed as Exhibit
4(m) to SouthTrust Corporation's Registration Statement on
Form S-3 (Registration No. 33-50107).
*4(g) -- Certificate of Amendment to the Restated Certificate of
Incorporation of SouthTrust Corporation, which was filed as
Exhibit 4(g) to SouthTrust Corporation's Registration
Statement on Form S-4 (Registration No. 33-53945).
*4(h) -- 1993 Stock Option Plan of SouthTrust Corporation, which was
filed as Exhibit 1 to the SouthTrust Corporation Proxy
Statement for the Annual Meeting of Stockholders held on April
21, 1993 (Commission File No. 0-3613).
5 -- Opinion of Bradley, Arant, Rose & White as to the legality of
the securities offered.
23(a) -- Consent of Arthur Andersen & Co.
23(b) -- Consent of Bradley, Arant, Rose & White (included in Exhibit
5).
24 -- Powers of Attorney.
- ----------------------------------
*Incorporated by reference.
<PAGE> 1
EXHIBIT 5
September 19, 1994
Board of Directors
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Gentlemen:
In our capacity as counsel for SouthTrust Corporation, a
Delaware corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement"), in form as proposed to be
filed by the Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, relating to the proposed
offering of up to 3,450,000 shares of common stock, par value $2.50 per share
(the "Common Stock"), of the Company pursuant to the 1993 Stock Option Plan of
the Company (the "Stock Plan"). 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 of the Common Stock of the Company
referred to above to be offered under the Registration Statement have been duly
authorized and, when issued and delivered in accordance with the Stock Plan,
will be validly issued, fully paid and nonassessable; and
(ii) under the laws of the State of Delaware, no personal
liability will attach to the holder of the shares of the Common Stock issued
and delivered in accordance with the Stock Plan.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the above-referenced
Registration Statement.
Very truly yours,
/s/ Bradley, Arant, Rose & White
<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-8 for the registration of
3,450,000 shares of SouthTrust Corporation common stock in connection with the
1993 Stock Option Plan of SouthTrust Corporation) 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 the Registration Statement.
/s/ Arthur Andersen & Co.
Birmingham, Alabama
September 19, 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-8 relating to registration of the
SouthTrust Corporation 1993 Stock Option Plan, 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 12th day of September, 1994.
/s/ WILLIAM C. HULSEY
-------------------------------
William C. Hulsey
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-8 relating to registration of the
SouthTrust Corporation 1993 Stock Option Plan, 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 12th day of September, 1994.
/s/ T.W. MITCHELL
-------------------------------
T.W. Mitchell
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-8 relating to registration of the
SouthTrust Corporation 1993 Stock Option Plan, 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 12th day of September, 1994.
/s/ BILL L. HARBERT
-----------------------------
Bill L. Harbert
Director
<PAGE> 4
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-8 relating to registration of the
SouthTrust Corporation 1993 Stock Option Plan, 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 13th day of September, 1994.
/s/ JOHN M. BRADFORD
----------------------------------
John. M. Bradford
Director
<PAGE> 5
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-8 relating to registration of the
SouthTrust Corporation 1993 Stock Option Plan, 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 13th day of September, 1994.
/s/ W.K. UPCHURCH, JR.
---------------------------------
W.K. Upchurch, Jr.
Director
<PAGE> 6
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-8 relating to registration of the
SouthTrust Corporation 1993 Stock Option Plan, 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, amy lawfully do or
cause to be done by virtue thereof.
Dated as of this 13th day of September, 1994.
/s/ H. ALLEN FRANKLIN
-----------------------------------
H. Allen Franklin
Director
<PAGE> 7
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-8 relating to registration of the
SouthTrust Corporation 1993 Stock Option Plan, 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 13th day of September, 1994.
/s/ ALLEN J. KEESLER
----------------------------------
Allen J. Keesler
Director
<PAGE> 8
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-8 relating to registration of the
SouthTrust Corporation 1993 Stock Option Plan, 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, amy lawfully do or
cause to be done by virtue thereof.
Dated as of this 12th day of September, 1994.
/s/ CHARLES G. TAYLOR
--------------------------------
Charles G. Taylor
Director
