<PAGE> 1
As filed with the Securities and Exchange Commission on August 15, 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)
STOCK OPTION PLAN FOR CONVERSION
OF THE BANK OF BRADENTON STOCK OPTIONS
STOCK OPTION PLAN FOR CONVERSION OF
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY
STOCK OPTIONS
(Full title of the plans)
___________________
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
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Title of Proposed Proposed
securities to Amount to be maximum maximum Amount of
be registered registered offering aggregate registration
price per share offering fee
price
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.50 par value:
Bradenton Stock Option Conversion 1,367 shares $8.19* $11,195.73* $3.86
Plan
First Columbus Stock Option 35,000 shares $10.78** $377,300** $130.10**
Conversion Plan
Rights to Purchase Series A Junior
Participating Preferred Stock:
Bradenton Stock Option Conversion
Plan 608 rights
First Columbus Stock Option
Conversion Plan 15,567 rights
===============================================================================================================
</TABLE>
* Calculated pursuant to Rule 457(h)(1), and based upon an
original option exercise price of $17.52 for shares of common
stock of The Bank of Bradenton divided by 2.14, the conversion
ratio specified in the Merger Agreement pursuant to which The
Bank of Bradenton Stock Options were converted.
** Calculated pursuant to Rule 457(h)(1), and sets forth the
higher offering price produced for any participant, based upon
an original option price of $10.78 for shares of common stock
of First Columbus Community Bank & Trust Company divided by
1.00, the conversion ratio specified in the Merger Agreement
pursuant to which the First Columbus Community Bank & Trust
Company Stock Options were converted.
================================================================================
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by SouthTrust Corporation (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 fiscal year
ended December 31, 1993, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1994 and June 30, 1994 (Commission File No. 0-3613);
and
(3) The description of the Company's common stock, par value
$2.50 per share (the "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 Restated 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 such person is
or was a director, officer, employee, or agent of the corporation, against
expenses (including attorney's fees), judgments, fines, and settlements incurred
by such person in connection with any such suit or proceeding, if such person
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 such person 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> 4
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 the Registration Statement on
Form S-3 of SouthTrust Corporation
(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 the Registration
Statement on Form S-3 of SouthTrust
Corporation (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 the Registration Statement on Form S-3
of SouthTrust Corporation (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 the Registration Statement on Form
S-4 of SouthTrust Corporation
(Registration No. 33-53945).
* 4(h) - Agreement and Plan of Merger between
SouthTrust Bank of Sarasota County and The
Bank of Bradenton, joined in by SouthTrust
Corporation and SouthTrust of Florida,
Inc. dated January 31, 1994, which was
filed as Exhibit 2(a) to the Registration
Statement on Form S-4 of SouthTrust
Corporation (Registration No. 33-53619).
* 4(i) - Agreement and Plan of Merger between First
Columbus Community Bank & Trust Company
and SouthTrust Bank of Columbus, National
Association, and joined in by SouthTrust
Corporation dated January 7, 1994, as
amended, which was filed as Exhibit 2 to
the Registration Statement on Form S-4 of
SouthTrust Corporation (Registration No.
33-53945).
5 - Opinion of Bradley, Arant, Rose & White as
to the legality of the securities being
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
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
and 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-2
<PAGE> 5
(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:
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 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 Section
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) 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 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.
II-3
<PAGE> 6
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 August 12, 1994.
SOUTHTRUST CORPORATION
By: /S/ 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 August 12, 1994
- ---------------------------------- Officer, Director
Wallace D. Malone, Jr.
President, Chief Operating August 12, 1994
- ---------------------------------- Officer, Director
Roy W. Gilbert, Jr.
/S/ AUBREY D. BARNARD Secretary, Treasurer and August 12, 1994
- ---------------------------------- Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)
Director August 12, 1994
- ----------------------------------
H. Allen Franklin
Director August 12, 1994
- ----------------------------------
Herbert Stockham
* Director August 12, 1994
- ----------------------------------
Bill L. Harbert
* Director August 12, 1994
- ----------------------------------
T. W. Mitchell
</TABLE>
II-4
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
* Director August 12, 1994
- ---------------------------------------
William C. Hulsey
* Director August 12, 1994
- ---------------------------------------
John M. Bradford
* Director August 12, 1994
- ---------------------------------------
Wm. Kendrick Upchurch, Jr.
Director August 12, 1994
- ---------------------------------------
Charles G. Taylor
Director August 12, 1994
- ---------------------------------------
Allen J. Keesler, Jr.
* /S/ WILLIAM L. PRATER August 12, 1994
- ---------------------------------------
William L. Prater
Attorney-in-fact
</TABLE>
II-5
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE IN SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION NUMBERED FILING
- -------------- ----------- -------------------
<S> <C> <C>
* 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 the Registration Statement on Form S-3 of
SouthTrust Corporation (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 the Registration Statement on Form S-3 of
SouthTrust Corporation (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 the Registration Statement on Form S-3 of SouthTrust
Corporation (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 the Registration Statement on Form S-4 of
SouthTrust Corporation (Registration No. 33-53945).
* 4(h) - Agreement and Plan of Merger between SouthTrust Bank of
Sarasota County and The Bank of Bradenton, joined in by
SouthTrust Corporation and SouthTrust of Florida, Inc. dated
January 31, 1994, which was filed as Exhibit 2(a) to the
Registration Statement on Form S-4 of SouthTrust Corporation
(Registration No. 33-53619).
* 4(i) - Agreement and Plan of Merger between First Columbus Community
Bank & Trust Company and SouthTrust Bank of Columbus,
National Association, and joined in by SouthTrust Corporation
dated January 7, 1994, as amended, which was filed as Exhibit
2 to the Registration Statement on Form S-4 of SouthTrust
Corporation (Registration No. 33-53945).
5 - Opinion of Bradley, Arant, Rose & White as to the legality of
the securities being offered.
23(a) - Consent of Arthur Andersen & Co.
23(b) - Consent of Bradley, Arant, Rose & White (included in Exhibit
5).
24 - Powers of Attorney.
</TABLE>
_________________
* Incorporated by reference.
<PAGE> 1
EXHIBIT 5
August 12, 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 1,367 shares of common stock, par value $2.50 per share (the
"Common Stock"), of the Company pursuant to the assumption of options issued
pursuant to The Bank of Bradenton Stock Option Plan (the "Bradenton Plan") in
connection with the acquisition of The Bank of Bradenton by the Company, and
the proposed offering of up to 35,000 shares of Common Stock of the Company
pursuant to the assumption of options issued pursuant to the First Columbus
Community Bank & Trust Company Incentive Stock Option Plan and the Employment
Contract between First Columbus and Dennis W. Calhoun (the "First Columbus
Plans") in connection with the acquisition of First Columbus Community Bank &
Trust Company by the Company (the Bradenton Plan and the First Columbus Plans
collectively referred to herein as the "Plans"). 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:
<PAGE> 2
Board of Directors
SouthTrust Corporation
August 12, 1994
Page 2
(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 Plans, 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 Plans.
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
36,367 shares of SouthTrust Corporation common stock in connection with the
Stock Option Plan for Conversion of The Bank of Bradenton Stock Options and the
Stock Option Plan for Conversion of First Columbus Community Bank & Trust
Company Stock Options) 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
August 11, 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 registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of The Bank of Bradenton and First Columbus Community Bank
& Trust Company, 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 8th day of August, 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 registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of The Bank of Bradenton and First Columbus Community Bank
& Trust Company, 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 8th day of August, 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 registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of The Bank of Bradenton and First Columbus Community Bank
& Trust Company, 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 8th day of August, 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 registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of The Bank of Bradenton and First Columbus Community Bank
& Trust Company, 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 8th day of August, 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 registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of The Bank of Bradenton and First Columbus Community Bank
& Trust Company, 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 9th day of August, 1994.
/S/ W.K. UPCHURCH, JR.
----------------------
W.K. Upchurch, Jr.
Director
