SOUTHTRUST CORP, 424B3, 1994-06-23

SOUTHTRUST CORP
424B3, 1994-06-23
STATE COMMERCIAL BANKS

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<PAGE> 1

FIRST COLUMBUS COMMUNITY
BANK & TRUST COMPANY
2301 AIRPORT THRUWAY
COLUMBUS, GEORGIA 31902
______________________________________________________________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
______________________________________________________________________________

Notice is hereby given that a Special Meeting of Shareholders of First
Columbus Community Bank & Trust Company, a Georgia state banking corporation
("First Columbus"), will be held on July 22, 1994, at 10:00 a.m., local time,
at the Sheraton Airport Hotel, 5351 Simons Boulevard, Room C, Columbus,
Georgia, for the following purposes (the "Special Meeting"):

1. To consider and vote upon the Agreement and Plan of
Merger dated as of January 7, 1994, as amended by Amendment No. 1 to
Agreement and Plan of Merger dated as of May 25, 1994 (collectively,
the "Merger Agreement"), a copy of which is annexed as Exhibit A to
the accompanying Proxy Statement/Prospectus, between First Columbus
and SouthTrust Bank of Columbus, National Association ("ST-Bank"), and
joined into by SouthTrust Corporation, a Delaware corporation
("SouthTrust"), whereby First Columbus will be merged with and into
ST-Bank and the shareholders of First Columbus will receive 1.00 share
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 First Columbus, 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;

2. To consider and vote upon a proposal to adjourn the
Special Meeting to a later date if necessary to permit further
solicitation of proxies to obtain a quorum or to obtain sufficient
votes to approve the Merger Agreement; and

3. 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
First Columbus at the close of business on June 16, 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

LEE R. GROGAN, SR.
Secretary
Columbus, Georgia
June 23, 1994

WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING OR NOT, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY SO THAT FIRST COLUMBUS 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> 2
Filed pursuant to Rule 424(b)(3)
Registration Number 33-53945
PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT OF

FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

FOR A SPECIAL MEETING OF ITS SHAREHOLDERS
TO BE HELD JULY 22, 1994

____________________________________________________________

THIS PROXY STATEMENT INCLUDES THE PROSPECTUS OF

SOUTHTRUST CORPORATION

RELATING TO UP TO 500,000 SHARES OF COMMON STOCK
(PAR VALUE $2.50 PER SHARE)

TO BE ISSUED IN CONNECTION WITH A PROPOSED MERGER OF FIRST
COLUMBUS COMMUNITY BANK & TRUST COMPANY INTO SOUTHTRUST
BANK OF COLUMBUS, NATIONAL ASSOCIATION, 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 FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY. 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 FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY HAS BEEN
SUPPLIED BY FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY. THIS PROXY
STATEMENT/PROSPECTUS AND THE ACCOMPANYING FORM OF PROXY ARE FIRST BEING MAILED
TO SHAREHOLDERS OF FIRST COLUMBUS ON OR ABOUT JUNE 23, 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 ANY STATE SECURITIES
COMMISSION OR THE FEDERAL DEPOSIT INSURANCE CORPORATION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR THE FEDERAL DEPOSIT INSURANCE CORPORATION
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 June 23, 1994.
<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Description of SouthTrust Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Market and Dividend Information Respecting the Common Stock of SouthTrust and First Columbus . . . . . . . . . . . . . . 28
Comparison of the Common Stock of SouthTrust and First Columbus . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Certain Information Concerning the Business of First Columbus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Selected Financial Data of First Columbus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . 37
Beneficial Ownership of First Columbus Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Index to the Financial Statements of First Columbus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit A - Agreement and Plan of Merger, as amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Georgia Dissent Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

</TABLE>
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 75 Park Place, New York, New York 10007 and
Northwestern Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661. 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.

First Columbus Community Bank & Trust Company, a Georgia state banking
corporation ("First Columbus") is subject to the informational requirements of
the Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Federal Deposit Insurance Corporation (the "FDIC").
Such reports, proxy statements and other information can be inspected and copied
at prescribed rates, at the facilities maintained by the FDIC at 550 17th
Street, N.W., Washington, D.C. 20249.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE
AVAILABLE ON 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 JULY 8, 1994. SEE "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."

2
<PAGE> 4
INTRODUCTION

GENERAL

This Proxy Statement/Prospectus is being furnished to the holders of
common stock, par value $5.00 per share ("First Columbus Common Stock"), of
First Columbus in connection with the solicitation of proxies by the Board of
Directors of First Columbus for use at a special meeting of shareholders of
First Columbus to be held on July 22, 1994, at 10:00 a.m., local time, at the
Sheraton Airport Hotel, 5351 Simons Boulevard, Room C, Columbus, Georgia, 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 7, 1994, as amended by
Amendment No. 1 to Agreement and Plan of Merger dated as of May 25, 1994
(collectively, the "Merger Agreement") between First Columbus and SouthTrust
Bank of Columbus, National Association, a national banking association ("ST-
Bank"), and joined into by SouthTrust Corporation, a Delaware corporation
("SouthTrust"), providing for the merger of First Columbus into ST-Bank (the
"Merger") and the exchange in the Merger of each outstanding share of First
Columbus Common Stock for 1.00 share 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 First Columbus 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 such 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 business day immediately preceding the Effective Time of
the Merger (as defined below).

The 1.00 share of SouthTrust Common Stock for which each share of
First Columbus 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 June 22, 1994,
of approximately $20.75. See "DESCRIPTION OF SOUTHTRUST CAPITAL
STOCK-SouthTrust Common Stock" and "MARKET AND DIVIDEND INFORMATION RESPECTING
THE COMMON STOCK OF SOUTHTRUST AND FIRST COLUMBUS." Because the number of
shares of SouthTrust Common Stock to be received for each share of First
Columbus 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 First Columbus Common Stock. 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
First Columbus 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 the Merger is deemed effective by the Office of Comptroller of the
Currency (the "OCC") (the "Effective Time of the Merger"). It is anticipated
that the Merger will become effective on or about August 15, 1994, although
this date could change.

This Proxy Statement/Prospectus was first sent or given to
shareholders of First Columbus on or about June 23, 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 and ST-Bank was supplied by
SouthTrust, and all information contained in this Proxy Statement/Prospectus
pertaining to First Columbus was supplied by First Columbus.

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 First Columbus has fixed the close of
business on June 16, 1994 as the record date (the "Record Date") for the
determination of holders of shares of First Columbus Common Stock entitled to
notice of and to vote at the Special Meeting. On the Record Date, First
Columbus had outstanding 500,000 shares of First Columbus Common Stock, which
constituted the only outstanding class of capital stock of First Columbus

3
<PAGE> 5
entitled to notice of and to vote at the Special Meeting. The affirmative vote
of the holders of two-thirds of the outstanding shares of First Columbus Common
Stock entitled to vote thereon is required to approve the Merger Agreement.
Each holder of record of shares of First Columbus 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, First Columbus directors and executive officers
(a total of 14 persons) beneficially owned a total of 135,990 shares of First
Columbus Common Stock (exclusive of 35,000 shares of First Columbus Common
Stock subject to First Columbus Options, as defined below) representing
approximately 27.2% of the shares of First Columbus Common Stock outstanding
and entitled to vote at the Special Meeting. All such directors and officers
have advised First Columbus 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 FIRST COLUMBUS HAS UNANIMOUSLY APPROVED THE
MERGER AGREEMENT AND 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 FIRST COLUMBUS."

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. The affirmative vote of
two-thirds of the outstanding shares of First Columbus Common Stock is required
for the approval of the Merger. Votes that are withheld or abstain, including
broker non-votes, with respect to a matter are counted for quorum purposes.
However, with respect to the proposal to approve the Merger and the Merger
Agreement, abstentions and broker non-votes will have the same effect as votes
against such proposal. 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 Secretary of First Columbus 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 or personally by the directors, officers and employees of First
Columbus, who will receive no extra compensation for their services. The
expenses of such solicitation will be paid by First Columbus. First Columbus
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 First Columbus Common
Stock.

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

4
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SUMMARY

The following is a brief summary of certain information contained in
or incorporated by reference into this Proxy Statement/Prospectus with respect
to First Columbus, 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. 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, Mississippi, 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 $4.8 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,
Mississippi, 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 aggregating approximately $1.3 billion. The
following table presents certain information with respect to acquisition
transactions which are currently pending, including the Merger:

<TABLE>
<CAPTION>
Total Total Total
Institution Location Assets Deposits Loans*
- ----------------- -------- ------ -------- -----
(in millions)
<S> <C> <C> <C> <C>
First Columbus Community
Bank & Trust Company Columbus, Georgia $ 54.2 $ 48.2 $ 35.7
HomeBanc, Federal Savings Bank Atlanta, Georgia 304.8 265.6 246.1
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
The Bank of Bradenton Bradenton, Florida 46.8 42.3 24.6
University State Bank Corp. Tampa, Florida 19.8 17.5 11.8
First Jefferson Corporation Biloxi, Mississippi 42.3 39.7 21.9

- ------------------------------------------------------
</TABLE>
*Net of unearned income

SouthTrust anticipates accounting for each of these pending
transactions pursuant to the purchase method of accounting, with the exception
of First Columbus, The Bank of Bradenton and Community Bank of Charlotte, which
will be accounted for as poolings of interests. Consummation of the pending
transactions is subject, in each case, to, among other things, approval by
applicable regulatory authorities. The consideration to be given by SouthTrust
in the transactions described above that are to be accounted for pursuant to
the purchase method of accounting (including any purchase and assumption
transaction) aggregates approximately $23.6 million in cash and 296,959 shares
of SouthTrust Common Stock valued at approximately $6.3 million (based upon the
last sales price of SouthTrust Common Stock as of June 16, 1994). In addition,
the consideration to be given by SouthTrust in the transactions described above
that are to be accounted for as poolings of interest aggregate approximately
1,320,994 shares of SouthTrust Common Stock valued at $28.1 million (based upon
the last sales price of SouthTrust Common Stock as of June 16, 1994). Because
the last sales price of SouthTrust Common Stock may differ as of the date that
each contemplated transaction is consummated, it is possible that the aggregate
value of the transactions as of such dates may differ from the above estimates.

5
<PAGE> 7

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 First Columbus 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.

First Columbus

First Columbus was organized under the laws of the State of Georgia in
1988 and opened for business on April 20, 1989. First Columbus is an
independent, locally owned commercial bank which conducts business in Muscogee
County, Georgia, with deposits insured by the Federal Deposit Insurance
Corporation ("FDIC"). First Columbus is not a member of the Federal Reserve
System. First Columbus conducts a general commercial banking business in its
service area, emphasizing the banking needs of households and businesses in
Muscogee County, Georgia. First Columbus draws most of its customer deposits
and conducts most of its lending transactions from and within a Primary Service
Area (PSA) of Muscogee County, Georgia, which had a total population of
approximately 200,000 as of March 31, 1994. Within its service area, First
Columbus offers full-service commercial banking services including consumer and
commercial loans, deposits, individual retirement accounts, safe deposit boxes,
travelers' checks, certificates of deposit and other banking services. First
Columbus does not offer any trust services. See "CERTAIN INFORMATION
CONCERNING THE BUSINESS OF FIRST COLUMBUS" and "SUPERVISION AND REGULATION."

As of March 31, 1994, a total of thirty (30) persons were employed by
First Columbus. That number included twelve officers, fifteen full-time
employees, and three part-time employees.

Banking is a highly competitive business in Georgia. First Columbus
competes with other commercial banks, savings and loan associations, credit
unions, finance companies and money market mutual funds operating in Columbus,
Georgia and Phenix City, Alabama. First Columbus maintains its principal
executive offices at 2301 Airport Thruway, Columbus, Georgia 31904 and the
telephone number at such office is (706) 649-3900.

SouthTrust Bank of Columbus, National Association

ST-Bank, a national banking association, is a wholly-owned subsidiary
of SouthTrust. It operates four full service offices in Georgia.

SPECIAL MEETING

The Special Meeting will be held at 10:00 a.m., local time, on July
22, 1994, at the Sheraton Airport Hotel, 5351 Simons Boulevard, Room C,
Columbus, Georgia, to consider and vote upon the Merger Agreement. Only
holders of record of shares of First Columbus Common Stock as of the close of
business on June 16, 1994 will be entitled to notice of and to vote at the
Special Meeting, including any adjournment thereof.

THE MERGER

Terms of the Merger

Subject to approval of the Merger Agreement by the shareholders of
First Columbus at the Special Meeting, the receipt of required regulatory
approval, and other conditions, First Columbus will be merged into ST-Bank
pursuant to the Merger Agreement, with ST-Bank being the surviving association
in the Merger (the surviving association being sometimes referred to herein as
the "Surviving Association"). At the Effective Time of the Merger, each
outstanding share of First Columbus Common Stock will be converted into the
right to receive 1.00 share of SouthTrust Common Stock (the "Conversion
Ratio"), which Conversion 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 First Columbus Common Stock that
otherwise would have been entitled to receive a fractional share of SouthTrust

6
<PAGE> 8

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 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 shares of First Columbus Common Stock issuable
pursuant to the exercise of stock options ("First Columbus Options") granted by
First Columbus under stock option plans or employment agreements of First
Columbus (the "First Columbus Stock Option Plans"), which are outstanding at
the Effective Time of the Merger, whether or not such First Columbus Options
are then exercisable, will be assumed by SouthTrust in accordance with the
terms of the particular First Columbus Stock Option Plan under which such First
Columbus Options are evidenced. From and after the Effective Time of the
Merger, (i) each First Columbus Option assumed by SouthTrust hereunder may be
exercised solely for shares of SouthTrust Common Stock, (ii) the number of
shares of SouthTrust Common Stock subject to such First Columbus Options will
be equal to the number of shares of First Columbus Common Stock subject to such
First Columbus Option immediately prior to the Effective Time of the Merger
multiplied by the Conversion Ratio, and (iii) the per share exercise price for
each such First Columbus Option will be adjusted by dividing the per share
exercise price under each such First Columbus Option by the Conversion Ratio
and rounding down to the nearest cent. See "THE MERGER - Effect of Merger on
First Columbus Common Stock and First Columbus Stock Options."

The 1.00 share of SouthTrust Common Stock for which each outstanding
share of First Columbus Common Stock may be exchanged in the Merger had an
aggregate value, based upon the average of the last sales price of SouthTrust
Common Stock for the five (5) trading days immediately preceding June 22, 1994,
of approximately $20.75.

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 First Columbus Common Stock a letter of transmittal for use in
exchanging their stock certificates formerly representing such First Columbus
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 two-thirds of the outstanding
shares of First Columbus Common Stock is required to approve the Merger
Agreement. Directors and executive officers of First Columbus and their
affiliates beneficially owned, as of the Record Date, 135,990 shares of First
Columbus Common Stock (exclusive of 35,000 shares of First Columbus Common
Stock which may be acquired by such persons pursuant to the exercise of First
Columbus Options prior to the Effective Time of the Merger), representing
approximately 27.2% of the shares of First Columbus Common Stock outstanding
and entitled to vote at 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 First Columbus

THE BOARD OF DIRECTORS OF FIRST COLUMBUS HAS UNANIMOUSLY APPROVED THE
MERGER AGREEMENT AND DETERMINED THAT THE MERGER IS FAIR, FROM A FINANCIAL POINT
OF VIEW, AND IS IN THE BEST INTERESTS OF FIRST COLUMBUS AND ITS SHAREHOLDERS.
ACCORDINGLY, THE BOARD OF DIRECTORS OF FIRST COLUMBUS RECOMMENDS THAT
SHAREHOLDERS OF FIRST COLUMBUS 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 First Columbus."

Interests of Certain Named Persons in the Merger

The Merger Agreement provides that the Board of Directors of the
Surviving Association, shall consist of those persons who are serving in such
capacity for ST-Bank and First Columbus 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 officers of
the Surviving Association shall be those persons who are serving in such
capacity for ST-Bank immediately prior to the Effective Time of the Merger. In
addition, SouthTrust has agreed to cause ST-Bank to employ those persons who
are serving as executive officers of First Columbus immediately prior to the
Effective Time of the Merger to be employed as officers of ST-Bank after the
consummation of the Merger.

Pursuant to the Merger Agreement, SouthTrust has agreed to cause
ST-Bank to employ Mr. Dennis W. Calhoun after the Effective Time of the Merger
pursuant to an employment agreement (the "Replacement

7
<PAGE> 9

Agreement") to be executed by Mr. Calhoun and ST-Bank. Such Replacement
Agreement shall become effective only at the Effective Time of the Merger.

It is anticipated that the Replacement Agreement will provide for a
three (3) year term, at an annual compensation of $95,160. In addition, Mr.
Calhoun will be paid a bonus of $30,000 for the year ending December 31, 1994
and will be eligible to participate in the SouthTrust Senior Officer
Performance Incentive Plan. All other existing employment agreements between
First Columbus and its employees will be terminated as of the Effective Time of
the Merger.

The Merger Agreement further provides that with respect to any claim
made or action commenced after the Effective Time of the Merger, SouthTrust
shall, to the fullest extent permitted by Georgia law, indemnify each director,
officer and employee of First Columbus in accordance with the provisions of the
Articles of Incorporation and Bylaws of First Columbus against any costs or
expenses arising out of or pertaining to any action or omission by such
director, officer or employee as of or prior to the Effective Time of the
Merger; provided, however, that the aggregate amount of such indemnification
will not exceed $3,000,000. From and after the Effective Time of the Merger,
the directors, officers and employees of First Columbus who become or serve as
directors, officers or employees of SouthTrust or ST-Bank, or any affiliates
thereof, shall have indemnification rights having prospective application only,
except as described above.

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

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

The Merger is subject to approval by the OCC. Accordingly, 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,
including the OCC, and (ii) approval by the shareholders of First Columbus of
the Merger Agreement.

On or about March 30, 1994, SouthTrust filed with the OCC a Merger
Application pursuant to 12 U.S.C. 1828(c) seeking approval to merge First
Columbus into ST-Bank. The Merger of First Columbus into ST-Bank cannot be
consummated for thirty (30) days after approval thereof by the OCC, and during
such period, the United States Department of Justice (the "Justice
Department"), may challenge the merger of First Columbus into ST-Bank on
antitrust grounds.

The respective obligations of SouthTrust and First Columbus 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 First Columbus' shareholders, and (iii) certain other
conditions customary in transactions of this kind.

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 First Columbus, (ii) by either SouthTrust or First Columbus
individually, under certain specified circumstances, including if the Merger
shall not have occurred on or prior to August 31, 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."

8
<PAGE> 10

Effective Time of the Merger

The Merger will become effective on the date and at the time the
Merger is deemed effective by the OCC. Unless otherwise agreed upon, the
parties anticipate that the Merger will become effective on the tenth (10)
business day following the later to occur of (i) the effective date of the last
required consent of any regulatory authority and (ii) the date on which the
shareholders of First Columbus approve the Merger. Subject to satisfaction of
the conditions contained in the Merger Agreement, the parties currently
anticipate that the Merger will become effective on or about August 15, 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 First Columbus Common Stock is
entitled to dissent from the Merger and demand the fair value of the shares of
First Columbus 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. While First Columbus Common Stock is traded
in the "pink sheets," the market is not active and during the last two years,
the sales price of shares of First Columbus Common Stock of which First
Columbus had knowledge ranged from $9 to $9 7/8 per share. The last sale of
shares of First Columbus Common Stock known to First Columbus occurred on
November 4, 1993 at a sales price of $9 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) November 15, 1993 . . . . . . . . . . . . . . . . $ 18 $18
(2) January 6, 1994 . . . . . . . . . . . . . . . . . $ 18 1/4 $18 1/4
(3) June 21, 1994 . . . . . . . . . . . . . . . . . . $ 20 1/4 $20 1/4

</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 1.00 share of SouthTrust Common Stock per
share of First Columbus Common Stock.

First Columbus' shareholders are advised to obtain current market
quotations for or information regarding SouthTrust Common Stock and First
Columbus Common Stock. No assurance can be given as to the market price of
SouthTrust Common Stock or the value of First Columbus 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 Conversion Ratio of First
Columbus Common Stock for SouthTrust Common Stock is fixed, it will not
compensate First Columbus' shareholders for decreases in the market price of
SouthTrust Common Stock which could occur before the Effective Time of the
Merger. In the event the market price for SouthTrust Common Stock does
decrease, the value of the SouthTrust Common Stock to be received in the Merger
in exchange for First Columbus Common Stock would decrease proportionately.
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 shares of First Columbus Common Stock would increase
proportionately.

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

9
<PAGE> 11

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 First
Columbus who are not deemed to be "affiliates" (as that term is defined in the
rules under the Securities Act) of First Columbus and who do not become
affiliates of SouthTrust. The shares of SouthTrust Common Stock to be issued
to affiliates of First Columbus 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 First Columbus otherwise complies with the
provisions of 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 received by such affiliate in the Merger.

At or prior to the Effective Time of the Merger, each such person
deemed an affiliate of First Columbus 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, except for substitutions of SouthTrust Common Stock
for First Columbus 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 First Columbus 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 FIRST COLUMBUS SHAREHOLDERS

Upon consummation of the Merger, First Columbus shareholders will
become SouthTrust stockholders. As a result, their rights as shareholders,
which now are governed by Georgia banking law and First Columbus' 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 Georgia banking law and Delaware
corporate law and First Columbus' Articles of Incorporation and Bylaws and
SouthTrust's Restated Certificate of Incorporation and Bylaws, the current
rights of First Columbus shareholders will change after the Merger. Some of
these differences include certain anti-takeover provisions. See "COMPARISON OF
THE COMMON STOCK OF SOUTHTRUST AND FIRST COLUMBUS."

ACCOUNTING TREATMENT

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

TAX CONSIDERATIONS

First Columbus 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)(1)(A) of the Internal Revenue
Code of 1986, as amended (the "Code"); (ii) no gain or loss will be recognized
by holders of shares of First Columbus 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) the basis of the SouthTrust Common Stock
received by the shareholders of First Columbus pursuant to the Merger and the
holding period therefor will be the same as the basis and holding period of the
First Columbus Common Stock surrendered in exchange therefor. See "CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS."

THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES MAY VARY FOR EACH HOLDER
OF SHARES OF FIRST COLUMBUS COMMON STOCK. FIRST COLUMBUS SHAREHOLDERS ARE
URGED TO CONSULT THEIR OWN TAX AND FINANCIAL ADVISORS AS TO THE EFFECT OF
INCOME TAX AND OTHER TAX CONSEQUENCES ON THEIR OWN PARTICULAR FACTS. See
"CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."

EQUIVALENT SHARE DATA

The following summary presents comparative historical unaudited per
share data for both SouthTrust and First Columbus. The pro forma amounts
assume the Merger was effective as of the commencement of the periods

10
<PAGE> 12

presented and was accounted for as a pooling of interests. SouthTrust's pro
forma amounts represent the combined pro forma results, and First Columbus' pro
forma equivalent amounts are computed by multiplying the pro forma amounts by a
factor of 1.00 to reflect the Conversion Ratio in the Merger of 1.00 share of
SouthTrust Common Stock for each share of First Columbus 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
December 31, Three Months
---------------------------------- 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
First Columbus . . . . . . . . . . . . . . . . . . . . . . . . . 0.81 0.66 0.27 0.17
SouthTrust pro forma combined (1) . . . . . . . . . . . . . . . 1.93 1.65 1.41 0.51
First Columbus pro forma equivalent (1) . . . . . . . . . . . . 1.93 1.65 1.41 0.51

Cash dividends per common share:
SouthTrust . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.60 $ 0.52 $ 0.48 $ 0.17
First Columbus . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0
First Columbus pro forma equivalent (2) . . . . . . . . . . . . 0.60 0.52 0.48 0.17

</TABLE>
<TABLE>
<CAPTION>
Three Months
Year Ended Ended
December 31, 1993 March 31, 1994
------------------- --------------
<S> <C> <C>
Book value per common share (period end):
SouthTrust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13.25 $ 13.45
First Columbus . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.58 11.58
SouthTrust pro forma combined (1) . . . . . . . . . . . . . . . . . . 13.24 13.44
First Columbus pro forma equivalent (1) . . . . . . . . . . . . . . . 13.24 13.44

- -------------------------------------------
</TABLE>
(1) Does not give pro forma effect to any pending acquisition of any
institution by SouthTrust, other than the proposed acquisition of
First Columbus by SouthTrust. The above tabulation does not give pro
forma effect to such other acquisitions because, in the opinion of
SouthTrust, the effect of such other acquisitions is not material to
the results of operations or financial position of SouthTrust on a
consolidated basis.

(2) First Columbus pro forma equivalent dividends per share represent
historical dividends per share declared by SouthTrust, multiplied by
the Conversion Ratio of 1.00 share of SouthTrust Common Stock for each
share of First Columbus Common Stock.

11
<PAGE> 13

SELECTED FINANCIAL DATA

The following table sets forth 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 consolidated financial statements of
SouthTrust. The financial data for the interim periods ended March 31, 1994
and 1993 are derived from the unaudited historical financial statements of
SouthTrust and reflect, in the opinion of management of SouthTrust, all
adjustments (consisting only of recurring adjustments) necessary for a fair
presentation of such data. This information should be read in conjunction with
the consolidated financial statements of SouthTrust, and the related notes
thereto, included in documents incorporated herein by reference. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." For selected financial
information regarding First Columbus, see the information set forth under the
heading "SELECTED FINANCIAL DATA OF FIRST COLUMBUS."

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

RATIOS
Average equity to average assets . . 6.96% 6.62% 6.29% 6.37% 6.66% 7.20% 6.89%
Return on average total assets . . . 1.10 1.04 0.96 0.85 1.03 1.12 1.10
Return on average common
stockholders' equity . . . . 15.84 15.66 15.21 13.29 15.44 15.62 15.92

</TABLE>
12
<PAGE> 14
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, which is
incorporated by reference herein, and a copy of which is attached
hereto as Exhibit A.

GENERAL

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

Pursuant to the Merger Agreement, First Columbus will be merged with
and into ST-Bank pursuant to Section 7-1-556 of the Financial Institutions Code
of Georgia (the "Georgia Banking Code") and 12 U.S.C. Section 215a, under the
charter of ST-Bank. Upon the effectiveness of the Merger, each outstanding
share of First Columbus Common Stock shall be converted into the right to
receive 1.00 share 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 First Columbus 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 such 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
First Columbus, the satisfaction or waiver of the conditions contained in the
Merger Agreement, the Merger Agreement provides that the Effective Time of the
Merger will be within ten (10) days after the later to occur of (i) the
approval of the transactions pursuant to the Merger Agreement by all required
regulatory authorities, (ii) the expiration of the thirty days (including any
extension thereof) after approval by OCC during which the Justice Department
fails to object to the Merger, and (iii) approval by the shareholders of First
Columbus of the Merger.

BACKGROUND OF THE MERGER; REASONS FOR MERGER; RECOMMENDATION OF THE BOARD OF
DIRECTORS OF FIRST COLUMBUS

In August 1993, representatives of the Board of Directors of First
Columbus were approached by representatives of SouthTrust regarding a possible
business combination with First Columbus. Discussions between representatives
of the Board of Directors of First Columbus and representatives of SouthTrust
regarding a possible business combination continued in September and October
1993, and culminated in the execution of a non-binding letter of intent on
November 16, 1993. The letter of intent provided, subject to certain
conditions, that First Columbus would be acquired by SouthTrust or one of its
subsidiaries in a transaction in which the shareholders of First Columbus would
receive 1.00 share of SouthTrust Common Stock for each outstanding share of
First Columbus Common Stock.

Following the execution of the letter of intent, representatives of
SouthTrust and First Columbus conducted various due diligence activities and
negotiated the terms and conditions to be included in a definitive merger
agreement. At a meeting held on December 20, 1993, the Board of Directors of
First Columbus met to review and consider the Merger Agreement. At such
meeting, the Board of Directors of First Columbus unanimously voted for the
Merger and the Merger Agreement. The Merger Agreement between First Columbus
and ST-Bank and joined in by SouthTrust was executed as of January 7, 1994, and
later amended as of May 25, 1994.

The 1.00 share of SouthTrust Common Stock to be exchanged for each
share of First Columbus Common Stock reflect prices that were negotiated on an
arm's-length basis between representatives of First Columbus and
representatives of SouthTrust. There was no affiliation between First Columbus
and its representatives, on the one hand, and SouthTrust and ST-Bank, and their
representatives, on the other hand, prior to the execution of the Merger
Agreement.

The Board of Directors of First Columbus considered a variety of
factors in evaluating and approving the Merger and the Merger Agreement,
including (i) the alternatives to the Merger, including remaining an
independent institution in light of the current economic condition of the
market and the competitive disadvantages as compared

13
<PAGE> 15
to the large financial institutions operating in the market; (ii) the value of
the consideration to be received by First Columbus' shareholders relative to
the book value and earnings per share of First Columbus Common Stock; (iii)
certain information concerning the financial condition, results of operations
and business prospects of First Columbus and SouthTrust; (iv) 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; (v) the marketability of First Columbus
Common Stock; (vi) the competitive and regulatory environment for financial
institutions generally; (vii) the fact that the Merger will enable First
Columbus shareholders to exchange their shares of First Columbus Common Stock
for shares of common stock of a larger combined entity, the stock of which is
more widely held and more actively traded; (viii) SouthTrust's ability to
provide comprehensive financial services in relevant markets; and (ix)
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 First
Columbus 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 First Columbus
from a financial point of view. Based on these factors, the Board of Directors
of First Columbus has determined that the Merger is in the best interest of the
shareholders of First Columbus and has approved the Merger Agreement.

THE MEMBERS OF THE BOARD OF DIRECTORS OF FIRST COLUMBUS HAVE
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 FIRST
COLUMBUS AND ITS SHAREHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS OF FIRST
COLUMBUS RECOMMENDS THAT SHAREHOLDERS OF FIRST COLUMBUS VOTE IN FAVOR OF THE
MERGER AGREEMENT.

SouthTrust is engaging in the transactions pursuant to the Merger
because the Merger is consistent with its expansion strategy within the
southeastern United States and because the acquisition of First Columbus will
augment SouthTrust's existing market share in the Columbus, Georgia banking
market 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 the
Surviving Association following the Merger, shall consist of those persons who
are serving in such capacity for ST-Bank and First Columbus 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 officers of the Surviving Association shall be those persons
who are serving in such capacity for ST-Bank immediately prior to the Effective
Time of the Merger. In addition, SouthTrust has agreed to cause ST-Bank to
employ those persons who are serving as executive officers of First Columbus
immediately prior to the Effective Time of the Merger to be employed as
officers of ST-Bank after the consummation of the Merger.

Pursuant to the Merger Agreement, SouthTrust has agreed to cause
ST-Bank to employ Mr. Dennis W. Calhoun after the Effective Time of the Merger
pursuant to an employment agreement ("Replacement Agreement") to be executed by
Mr. Calhoun and ST-Bank. Such Replacement Agreement shall become effective
only at the Effective Time of the Merger. It is anticipated that the
Replacement Agreement will provide for a three (3) year term, at an annual
compensation of $95,160. In addition, Mr. Calhoun will be paid a bonus of
$30,000 for the year ending December 31, 1994 and will be eligible to
participate in the SouthTrust Senior Officer Performance Incentive Plan. All
other existing employment agreements between First Columbus and its employees
will be terminated as of the Effective Time of the Merger.

The Merger Agreement further provides that with respect to any claim
made or action commenced after the Effective Time of the Merger, SouthTrust
shall, to the fullest extent permitted by Georgia law, indemnify each director,
officer and employee of First Columbus in accordance with the provisions of the
Articles of Incorporation and Bylaws of First Columbus against any costs or
expenses arising out of or pertaining to any action or omission by such
director, officer or employee as of or prior to the Effective Time of the
Merger; provided, however, that the aggregate amount of such indemnification
will not exceed $3,000,000. From and after the Effective Time of the Merger,
the directors, officers and employees of First Columbus who become or serve as
directors, officers or employees of SouthTrust, ST-Sub or ST-Bank, or any
affiliates thereof, shall have indemnification rights having prospective
application only, except as described above.

14
<PAGE> 16
of all such plans (other than the First Columbus 401(k) Plan), SouthTrust has
agreed to cover the officers and employees of First Columbus 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 and insurance plan,
SouthTrust shall credit each such employee for eligible expenses incurred by
such employee and his or her dependents (if applicable) under First Columbus'
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 First Columbus 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 benefits 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, First Columbus may
terminate the First Columbus 401(k) Plan prior to the Effective Time of the
Merger, provided, however, if First Columbus fails to do so, at the sole
election of SouthTrust, the First Columbus 401(k) Plan will either be merged
into SouthTrust Corporation Employee's Profit Sharing Plan ("ST PS Plan") after
the Effective Time of the Merger, or if so elected by SouthTrust, terminated as
of a date after the Effective Time of the Merger. If the First Columbus 401(k)
Plan is terminated by First Columbus or merged into the ST PS Plan by
SouthTrust, from and after the first day of the first calendar year beginning
after the Effective Time of the Merger (or the date of the Merger of the First
Columbus 401(k) Plan into the ST PS Plan, if later), for purposes of
determining eligibility to participate in, and vesting in accrued benefits
under, the ST PS Plan, employment by First Columbus shall be credited as if it
were employment by SouthTrust. If the First Columbus 401(k) Plan is terminated
by SouthTrust, from and after such termination for purposes of determining
vesting in accrued benefits under the ST PS Plan, employment by First Columbus
shall be credited as if it were employment by SouthTrust, but such service
shall not be credited for purposes of determining eligibility to participate in
the ST PS Plan. For purposes of determining eligibility to participate in and
vesting in accrued benefits under, the SouthTrust Corporation Revised
Retirement Income Plan (the "ST Retirement Plan") from and after the first day
of the first calendar year beginning after the Effective Time of the Merger,
employment by First Columbus 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.

EFFECT OF MERGER ON FIRST COLUMBUS COMMON STOCK AND FIRST COLUMBUS STOCK
OPTIONS

At the Effective Time of the Merger, each outstanding share of First
Columbus Common Stock, other than shares of First Columbus Common Stock held by
shareholders who have dissented from the Merger, as discussed below, and shares
of First Columbus Common Stock held in First Columbus' treasury, shall be
converted into the right to receive 1.00 share of SouthTrust Common Stock,
which Conversion 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 First Columbus 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 such share
of SouthTrust Common Stock as reported on NASDAQ on the last trading day
immediately preceding the Effective Time of the Merger.

As of the Effective Time of the Merger, all rights with respect to the
First Columbus Options granted by First Columbus under the First Columbus Stock
Option Plans, which are outstanding at the Effective Time of the Merger,
whether or not such First Columbus Options are then exercisable will be assumed
by SouthTrust in accordance with the terms of the particular First Columbus
Stock Option Plan under which such First Columbus Options were issued and the
stock option agreement by which such First Columbus Options are evidenced.
From and after the Effective Time of the Merger, (i) each First Columbus Option
assumed by SouthTrust may be exercised solely for shares of SouthTrust Common
Stock, (ii) the number of shares of SouthTrust Common Stock subject to such
First Columbus Option shall be equal to the number of shares of First Columbus
Common Stock subject to such First Columbus 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 First Columbus Option shall be
adjusted by dividing the per share exercise price under each such First
Columbus Option by the Conversion Ratio and rounding down to the nearest cent.

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<PAGE> 17
At all times after the Effective Time of the Merger, SouthTrust shall
reserve for issuance such number of shares of SouthTrust Common Stock as shall
be necessary to permit the exercise of the First Columbus Options in the manner
contemplated by the Merger Agreement. At or prior to, or (at the election of
SouthTrust) within a reasonable time after, the Effective Time of the Merger,
SouthTrust shall file a Registration Statement on Form S-3 or Form S-8, as the
case may be, with respect to the shares of SouthTrust Common Stock subject to
the First Columbus Options and shall use its best efforts to maintain the
effectiveness of such registration statement or registration statements (and
maintain the current status of the prospectus or prospectuses contained
therein) for so long as any of the First Columbus Options remain outstanding.
SouthTrust shall make any filings required under any applicable state
securities laws to qualify the shares of SouthTrust Common Stock subject to
such First Columbus Options for resale thereunder.

It is intended that such assumption of First Columbus Options shall be
undertaken in a manner that will not constitute a "modification" as defined in
Section 424 of the Internal Revenue Code of 1986, as amended (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
shares of First Columbus Common Stock awarded under a First Columbus 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 shares of SouthTrust Common Stock into which such
Restricted Stock is converted unless such restrictions arise under the
Securities Act of 1933 and are eliminated by virtue of the Registration
Statement filed by SouthTrust of which this Proxy Statement/Prospectus is a
part. Except as otherwise provided herein, (i) the provisions of the First
Columbus Stock Option Plans that provide for the issuance or grant of any other
interest in respect of the capital stock of First Columbus shall be deleted as
of the Effective Time of the Merger and (ii) First Columbus shall take all
reasonable steps to ensure that following the Effective Time of the Merger no
holder of First Columbus Options shall have any right thereunder to acquire any
equity securities of First Columbus.

Because the Conversion Ratio of shares of SouthTrust Common Stock for
First Columbus Common Stock is fixed, it will not compensate First Columbus'
shareholders for decreases in the market price of SouthTrust Common Stock which
could occur before the Effective Time of the Merger. 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 First Columbus Common Stock
would decrease. 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 First Columbus Common Stock would increase. On June 21,
1994, the most recent date practicable preceding the date of this Proxy
Statement/Prospectus, the last sales price of SouthTrust Common Stock was
$20.25 per share. First Columbus' shareholders are advised to obtain current
market quotations for and information regarding SouthTrust Common Stock and
First Columbus Common Stock. No assurance can be given as to the market price
of SouthTrust Common Stock or the value of First Columbus 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 the
Merger is deemed effective by the OCC. The Merger cannot become effective
until First Columbus' shareholders have approved the Merger Agreement and all
required regulatory approvals and actions have been obtained and taken.
Subject to satisfaction of the conditions contained in the Merger Agreement,
the parties currently anticipate that the Merger will become effective on or
about August 15, 1994, although there can be no assurance as to whether or when
the Merger will become effective. The Merger Agreement provides that either
party can terminate its obligations under the Merger Agreement if the Merger is
not consummated on or prior to August 31, 1994. This date may be extended by
mutual agreement in writing of the parties to the Merger Agreement.

EXCHANGE OF STOCK CERTIFICATES

As soon as practicable after the Effective Time of the Merger,
SouthTrust shall send or cause to be sent a letter of transmittal to each
former holder of record of shares of First Columbus Common Stock for use in
exchanging their certificates formerly representing shares of First Columbus
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 detailed instructions concerning the manner of executing and
submitting such stock certificates. At the Effective Time of the Merger, the
holders of shares of First Columbus Common Stock will cease to be shareholders
of First Columbus and will have no voting or other rights with respect to
shares of First Columbus 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 First Columbus Common Stock. As of the
Effective

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<PAGE> 18

Time of the Merger, all holders of shares of First Columbus Common Stock
shall be deemed to be holders of the shares of SouthTrust Common Stock into
which such shares of First Columbus Common Stock shall have been converted in
the Merger, whether or not they surrender the stock certificates representing
their shares of First Columbus 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 First Columbus Common Stock, and SouthTrust shall not
be obligated to deliver any of the consideration to which any holder of First
Columbus 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 First Columbus Common
Stock as provided for in the Merger Agreement. Until the stock certificates
evidencing the shares of First Columbus 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 First Columbus 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 First
Columbus who are not deemed to be "affiliates" (as that term is defined in the
rules under the Securities Act) of First Columbus and who do not become
affiliates of SouthTrust. The shares of SouthTrust Common Stock to be issued
to affiliates of First Columbus 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 First Columbus otherwise complies with the
provisions of 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 by such affiliate in the Merger.

At or prior to the Effective Time of the Merger, each such person
deemed an affiliate of First Columbus 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 except for the substitutions of SouthTrust Common Stock
for First Columbus 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 First Columbus 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 First Columbus 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 First Columbus
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."

REGULATORY APPROVALS AND CERTAIN OTHER CONDITIONS TO THE MERGER; WAIVER AND
AMENDMENT

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On or about March 30, 1994, SouthTrust filed with the OCC a Merger
Application pursuant to 12 U.S.C. 1828(c) seeking approval to merge First
Columbus into ST-Bank. The Merger of First Columbus into ST-Bank cannot be
consummated for thirty (30) days after approval thereof by the OCC, and during
such period, the Justice Department may challenge the merger of First Columbus
into ST-Bank on antitrust grounds.

There can be no assurance that the OCC or any other 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 First Columbus 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 First Columbus 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 First Columbus, 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 the FDIC 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 First Columbus, 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, occurrence or development exists whether actual or threatened,
that, in the reasonable judgment of SouthTrust, (1) would have a
material adverse effect on the business, assets, operations, financial
condition, results of operations, or the consummation of the
transaction contemplated by the Merger Agreement; (2) 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; (3) would be materially adverse to the
interests of SouthTrust on a consolidated basis; or (4) 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 any litigation or threat of litigation
challenging the validity or legality of the Merger Agreement or the
consummation thereof, or seeking damages, or seeking to restrain or
invalidate the transactions contemplated by the Merger Agreement,
which would, in the reasonable judgment of either SouthTrust or First
Columbus, based upon advice of counsel, have a material adverse effect
with respect to the interests of SouthTrust or First Columbus, as the
case may be;

(v) 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 First Columbus 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 First Columbus 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;

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(vi) Each holder of a First Columbus Option outstanding
immediately prior to the Effective Time of the Merger shall have
executed and delivered to SouthTrust such instruments as SouthTrust
may deem necessary to evidence the assumption by SouthTrust of the
First Columbus Options;

(vii) The total number of shares of First Columbus Common
Stock outstanding as of the Effective Time of the Merger (exclusive of
any shares of First Columbus Common Stock held in the treasury of
First Columbus) and the total number of shares of First Columbus
Common Stock covered by any option, warrant, commitment or other right
or instrument to purchase or acquire shares of First Columbus Common
Stock, including any securities or rights convertible into or
exchangeable for shares of First Columbus Common Stock, shall not
exceed 535,000 shares in the aggregate; and

(viii) The holders of not more than five percent (5%) of the
outstanding shares of First Columbus 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.

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. However, after
the shareholders of First Columbus have approved the Merger at the Special
Meeting, no material amendments may be made to the Merger Agreement including,
without limitation, any amendment affecting the Conversion Ratio or the amount
of consideration to be received in connection with the Merger, without
resoliciting the approval of the shareholders of First Columbus.

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 First Columbus, (ii) by SouthTrust or First Columbus (provided
that the breach of any representation, warranty, covenant or other agreement by
the terminating party is not the cause of the failure to consummate) if the
Merger shall not have occurred on or prior to August 31, 1994; (iii) by either
SouthTrust or First Columbus (provided that the terminating party is not then
in breach of any representation, warranty, covenant or other agreement
contained therein) 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
made by First Columbus in the Merger Agreement or is a material breach of any
covenant or agreement of First Columbus contained in the Merger Agreement, (B)
has a material adverse effect or can be reasonably foreseen to have a material
adverse effect upon the condition of First Columbus or upon the consummation of
the transactions contemplated by the Merger Agreement, (C) pertains to First
Columbus and would be materially adverse to the interests of SouthTrust and
ST-Bank on a consolidated basis, (D) pertains to First Columbus and 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 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 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, 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 First Columbus if (1) First Columbus shall
have determined that any fact, event or condition exists that, in the judgment
of First Columbus (A) is materially at variance with any warranty or
representation of SouthTrust or ST-Bank contained in the Merger Agreement or is
a material breach of any covenant or agreement of SouthTrust of ST-Bank
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 the Merger Agreement or (C) seeking to
restrain or invalidate the consummation of transactions contemplated by the
Merger Agreement, or (3) First Columbus shall have determined that any fact,
event or condition exists that, in the judgment of First Columbus, would render
the Merger and the other transactions contemplated by the Merger Agreement
impractical because of any state of war,

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<PAGE> 21
national emergency, banking moratorium or general suspension of trading on
NASDAQ, the New York Stock Exchange, Inc. or other national securities
exchange.

CERTAIN EXPENSES

The Merger Agreement provides that the parties thereto shall bear
their own expenses incurred in connection with consummating the transactions
contemplated thereby. However, if the Merger is not consummated because a
condition is not satisfied or because SouthTrust terminates the Merger
Agreement, and if, at the time of such termination, First Columbus has not
breached, in any material respect, its representations and warranties or failed
to perform its covenants or agreements, then SouthTrust will reimburse First
Columbus for reasonable expenses incurred by First Columbus in connection with
the Merger and payable to third parties up to an amount of $50,000.

RIGHTS OF DISSENT AND APPRAISAL

A shareholder of First Columbus may dissent from the Merger and
receive in cash the fair value, as of immediately before the Effective Time of
the Merger, of the shares of First Columbus Common Stock held by such
shareholder pursuant to 12 U.S.C. Section 215a(b)-(d) and Section 7-1-537 of
the Georgia Banking Code. Such fair value is exclusive of any appreciation or
depreciation in anticipation of the Merger. The appraisal value of the First
Columbus Common Stock may differ from the consideration that a shareholder of
First Columbus is entitled to receive in the Merger. The following is a
summary of the applicable dissent provisions.

Section 215a(d) of the U. S. Code states that the appraisal rights of
a shareholder of any state bank who dissents in connection with the merger with
a national bank shall be determined in the manner prescribed by the laws of the
state in which the state bank is organized, if the state law sets out such
dissent and appraisal procedures. In turn, Section 7-1-537 of the Georgia
Banking Code provides that a shareholder of a state bank which is a party to a
proposed merger who objects to the merger is entitled to the rights and
remedies of a dissenting shareholder under Section 14-2-1301, et. seq., of the
Georgia Business Corporation Code (the "Georgia Dissent Provisions"). The
following is a summary of the Georgia Dissent Provisions, a copy of which in
their entirety is annexed hereto as Exhibit B.

Under the Georgia Dissent Provisions, a shareholder of First Columbus
may dissent from the Merger by complying with the following procedures: (i) the
dissenting shareholder must file with First Columbus, prior to the Special
Meeting, or at the Special Meeting but before the vote is taken, written notice
of the shareholder's intent to demand payment for his or her shares; (ii) the
dissenting shareholder must refrain from voting in favor of the Merger; (iii)
within ten (10) days after the date of the Special Meeting, First Columbus
shall give the dissenting shareholder written notice of authorization of the
Merger by the shareholders setting forth (A) where the payment demand must be
sent, (B) the date by which the payment demand must be received, which date may
not be fewer than thirty (30) or more than sixty (60) days after the notice is
sent, and (C) a copy of the Georgia Dissent Provisions; and (iv) the dissenting
shareholder shall file with First Columbus and a demand for payment of the fair
value of his or her shares in accordance with the terms of the notice. Any
dissenting shareholder filing a payment demand shall deposit his or her
certificates with First Columbus simultaneously with the filing of the demand
for payment. A shareholder may dissent as to less than all of the shares of
First Columbus Common Stock held by him or her, only if such shareholder
dissents with respect to all shares beneficially owned by any one beneficial
shareholder and notifies First Columbus in writing of the name and address of
each person on whose behalf such shareholder asserts dissenters' rights. In
the event of such partial dissent, the shareholder is treated as two separate
shareholders.

Within ten (10) days after the later of the expiration of the period
in which the dissenting shareholder may file a notice of election to dissent,
or the Effective Time of the Merger, the Surviving Association is required to
make a written offer to each dissenting shareholder to purchase the shares of
First Columbus Common Stock at a price deemed by the Surviving Association to
be the fair value of such shares plus accrued interest. If, within thirty (30)
days after the making of such offer, any shareholder accepts the same, payment
therefor shall be made within sixty (60) days after the later of the date such
offer was made or the consummation of the Merger. If the dissenting
shareholder fails to respond to the offer within said thirty (30) day period,
the dissenting shareholder will have been deemed to have accepted such offer,
and the Surviving Association must make payment within said sixty (60) day
period. However, if the Surviving Association and the dissenting shareholder
are unable to agree with respect to a price, then the Surviving Association,
within sixty (60) days after receipt of written demand from such dissenting
shareholder, shall file an action in a court of competent jurisdiction in the
county in which First Columbus maintained its registered office requesting that
the fair value of the shares of First Columbus Common Stock be

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found and determined. If the Surviving Association shall fail to institute
such proceedings, it shall pay each dissenting shareholder whose demand remains
unsettled the amount demanded by such shareholder. All dissenting shareholders
are deemed to be parties to the proceeding as an action against their shares.
In such proceeding, the court may, if it so elects, appoint one or more persons
as appraisers to receive evidence and recommend a decision on the question of
fair value.

The cost and expenses of any such dissent proceeding shall be
determined by the court and shall be assessed against the Surviving
Association, but all or any part of such costs and expenses may be apportioned
and assessed against the dissenting shareholders, in such amount as the court
deems equitable, if the court determines that Surviving Association made an
offer to the dissenting shareholders and the shareholders' failure to accept
such offer was arbitrary or vexatious and not in good faith. The expenses
awarded by the court may include compensation for reasonable fees and expenses
of any appraiser, counsel or experts employed by any party to the proceedings.
Upon payment by the Surviving Association of the fair value of the shares, as
determined by the court, the dissenting shareholder will cease to have any
interest in the shares of First Columbus Common Stock.

The foregoing is only a summary of the Georgia Dissent Provisions.
Each First Columbus shareholder is urged to read these provisions carefully and
to seek competent legal advice regarding such dissent and appraisal rights.

CONDUCT OF BUSINESS BY FIRST COLUMBUS PENDING THE MERGER

The Merger Agreement provides that, until the Effective Time of the
Merger, and except with the prior approval of SouthTrust, First Columbus will
conduct its business and engage in transactions only in the ordinary course,
consistent with past practice, 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 except as required by law or regulation, take no action
which would adversely affect or delay the ability, in any material respect, of
First Columbus or SouthTrust to obtain any consent of any required regulatory
authority or other approvals required for the consummation of the transactions
contemplated by the Merger Agreement. The Merger Agreement further provides
that, until the Effective Time of the Merger, First Columbus shall not, without
the prior approval of SouthTrust, and unless otherwise expressly permitted in
the Merger Agreement, (i) change any provision of the charter or bylaws of
First Columbus; (ii) except for the issuance of First Columbus Common Stock
upon the exercise of the First Columbus Options, change the number of shares of
the authorized, issued or outstanding capital stock of First Columbus,
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 First Columbus, or declare, set aside or
pay any dividend or other distribution with respect to the outstanding capital
stock of First Columbus; (iii) incur any material liabilities or material
obligations (other than deposit liabilities and short-term borrowings in the
ordinary course of business), whether directly or by way of guaranty, including
any obligation for borrowed money, or whether evidenced by any note, bond,
debenture, or similar instrument, except in the ordinary course of business
consistent with past practice; (iv) make any capital expenditures individually
in excess of $25,000, or in the aggregate in excess of $50,000, other than
pursuant to binding commitments existing on December 31, 1993 and disclosed in
a Disclosure Schedule delivered pursuant to the Merger Agreement and other than
expenditures necessary to maintain existing assets in good repair; (v) sell,
transfer, convey or otherwise dispose of any real property (excluding "other
real estate owned") or interest therein having a book value in excess of or in
exchange for consideration in excess of $10,000; (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 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 First Columbus that involves an aggregate of $10,000; 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 (1) foreclosures in the ordinary course of business or (2)
the creation of new subsidiaries organized to conduct and continue activities
otherwise permitted by the Merger Agreement.

21
<PAGE> 23
First Columbus 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 First
Columbus, except where the failure to furnish such information or participate
in such negotiations or discussions would constitute a breach of the fiduciary
duties of the Board of Directors (as determined in good faith following
consultation with and as advised in writing by counsel). First Columbus must
promptly advise SouthTrust orally and in writing of any such inquiries or
proposals received by First Columbus 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 First Columbus or for the
acquisition of a substantial equity interest in First Columbus or for the
acquisition of a substantial portion of the assets of First Columbus.

BUSINESS AND MANAGEMENT OF FIRST COLUMBUS FOLLOWING THE MERGER; PLANS FOR
BUSINESS OF FIRST COLUMBUS

Upon consummation of the Merger, First Columbus will be merged into
ST-Bank, with ST-Bank being the surviving association in the Merger (the
surviving association being sometimes referred to hereinbefore and herein as
the "Surviving Association"). As of the Effective Time of the Merger, it is
anticipated that the Board of Directors of the Surviving Association shall
consist of those persons who are serving as directors of ST-Bank and First
Columbus 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 Surviving
Association shall be those persons serving as officers of ST-Bank as of the
Effective Time of the Merger. In addition, SouthTrust has agreed to cause
ST-Bank to employ those persons who are serving as executive officers of First
Columbus immediately prior to the Effective Time of the Merger to be employed
as officers of ST-Bank after the consummation of the Merger.

After the Effective Time of the Merger, the Surviving Association will
operate as a subsidiary bank of SouthTrust, and the operations of First
Columbus will be integrated into the operations of SouthTrust, with efforts
directed toward preserving the existing customer and banking relationships of
First Columbus 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 First Columbus, other
than the First Columbus 401(k) Plan (the "First Columbus 401(k) 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 First Columbus
401(k) Plan), SouthTrust has agreed to cover the officers and employees of
First Columbus 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 and insurance plan, SouthTrust shall credit each such employee for
eligible expenses incurred by such employee and his or her dependents (if
applicable) under First Columbus' 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 First Columbus, 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
benefits 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.

22
<PAGE> 24
in accrued benefits under, the SouthTrust Corporation Revised Retirement Income
Plan (the "ST Retirement Plan") from and after the first day of the first
calendar year beginning after the Effective Time of the Merger, employment by
First Columbus 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.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

THE FOLLOWING DISCUSSION IS A SUMMARY OF CERTAIN ANTICIPATED FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER TO HOLDERS OF FIRST COLUMBUS COMMON STOCK
WHO ARE CITIZENS OF THE UNITED STATES. IT DOES NOT DISCUSS ALL THE TAX
CONSEQUENCES THAT MAY BE RELEVANT TO HOLDERS OF FIRST COLUMBUS 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 FIRST COLUMBUS COMMON STOCK WHO ACQUIRED THEIR FIRST COLUMBUS 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 FIRST COLUMBUS 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-Bank nor First Columbus 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 First Columbus Common Stock of
the Merger or of any of the federal income tax effects to SouthTrust, ST-Bank
or First Columbus of the Merger. Instead, First Columbus will rely upon an
opinion of Bradley, Arant, Rose & White as to the federal income tax
consequences of the Merger to the holders of First Columbus 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
First Columbus Common Stock will result from the Merger:

(i) Provided that the Merger of First Columbus with and into
ST-Bank is a statutory merger under applicable state law, the
Merger will qualify as a reorganization within the meaning of
Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Code.
First Columbus, SouthTrust and ST-Bank will each be a party to
the reorganization.

(ii) No gain or loss will be recognized by any shareholder of First
Columbus upon the exchange of such shareholder's First
Columbus Common Stock for SouthTrust Common Stock pursuant to
the Merger.

(iii) The basis of the SouthTrust Common Stock received by the
shareholders of First Columbus (including any fractional
shares) will be the same as the basis of the First Columbus
Common Stock surrendered in exchange therefor.

(iv) A shareholder of First Columbus who dissents to the proposed
Merger and receives solely cash in exchange for such
shareholder's stock will be treated as having received such
cash as a distribution in redemption of such shareholder's
stock subject to the provisions and limitations of Section 302
of the Code.

(v) The receipt by a holder of First Columbus Common Stock of cash
in lieu of a fractional share of SouthTrust Common Stock will
be treated as if such fractional share were issued to such
holder of First Columbus Common Stock in the Merger and
thereafter redeemed by SouthTrust for cash. The receipt of
such cash by a holder of First Columbus Common Stock will be
treated as a

23
<PAGE> 25
distribution by SouthTrust in full payment in exchange for the
fractional share as provided in Section 302(a) of the Code.

(vi) Provided that shares of the First Columbus Common Stock were
capital assets in the hands of a holder of First Columbus
Common Stock immediately prior to the Merger, the holding
period of the SouthTrust Common Stock received by a holder of
First Columbus Common Stock in the Merger will include the
holding period of the First Columbus Common Stock surrendered
in exchange therefor.

(vii) The holders of First Columbus Options which are converted into
options to acquire shares of SouthTrust Common Stock and the
obligations of which are assumed by SouthTrust will not
recognize taxable income or loss upon the conversion of the
First Columbus Options into options to acquire shares of
SouthTrust Common Stock, or upon the assumption of the First
Columbus Options by SouthTrust.

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. All of the outstanding shares of
SouthTrust Common Stock are fully paid and nonassessable. 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.

SOUTHTRUST COMMON STOCK

Dividend Rights

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 FIRST
COLUMBUS."

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

24
<PAGE> 26
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.

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 the 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, because the
Board of Directors of SouthTrust is classified, 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.
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-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

25
<PAGE> 27
SouthTrust Common Stock as provided in the Rights Agreement referred to below,
the appropriate number of Rights 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 as well as the
redemption price for each such right, were appropriately decreased 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.
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 First
Columbus 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 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.
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.

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<PAGE> 28
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 Mellon Securities
Trust Company.

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 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
three-for-two stock split effected in January 1992 and a three-for-two stock
split effected in May 1993, 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.

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<PAGE> 29
MARKET AND DIVIDEND INFORMATION RESPECTING THE
COMMON STOCK OF SOUTHTRUST AND FIRST COLUMBUS

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. SouthTrust Common Stock is quoted on the NASDAQ National
Market System under the symbol "SOTR." 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 a three-for-two stock split
effected in January 1992 and a three-for-two split effected in May 1993), 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>
1992:
First Quarter . . . . . . . . . . $17 $14 1/8
Second Quarter . . . . . . . . . 17 1/8 15
Third Quarter . . . . . . . . . . 18 1/8 15 1/2
Fourth Quarter . . . . . . . . . 17 15

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 17 1/4

1994:
First Quarter . . . . . . . . . . 19 18 1/4
Second Quarter
(through June 21, 1994) . . . . 22 18 1/4

</TABLE>
While First Columbus Common Stock is traded in the "pink sheets," the
market is not active, and such trading activity, as it occurs, takes place in
privately negotiated transactions. During the last two years, the sales price
of shares of First Columbus Common Stock of which First Columbus had knowledge
ranged from $9 to $9 7/8 per share. The last sale of First Columbus Common
Stock of which First Columbus had knowledge occurred on November 4, 1993, at a
price of $9 per share.

On November 15, 1993 and November 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 reported on NASDAQ, were
both $18; and on June 21, 1994, the last sales price of SouthTrust Common Stock
as reported on NASDAQ was $20.25.

DIVIDENDS

Georgia banking laws limit the amount of dividends which First
Columbus may pay without obtaining approval from the Georgia Department. First
Columbus has not paid cash dividends in the past and currently does not expect
to pay dividends prior to the Effective Time of the Merger. The following
table sets forth the cash dividends per share declared on SouthTrust Common
Stock during the periods indicated (adjusted to reflect a three-for-two stock
split effected in January 1992 and a three-for-two stock split effected in May
1993):

28
<PAGE> 30
<TABLE>
<CAPTION>
Dividends Declared
per share of
SouthTrust Common Stock
-----------------------
<S> <C>
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 June 21, 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 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
banks also regulate the payment of dividends by banks organized in such states.
Under the Alabama Banking Code, a state bank may not declare or pay a dividend
in excess of 90% of the net earnings of such bank until the surplus of the bank
is equal to at least 20% of its capital and thereafter the prior written
approval of the Superintendent of Banks is required if the total of all
dividends declared by the bank in any calendar year exceeds the total of its
net earnings for that year combined with its retained net earnings for the
preceding two years.

Under the Florida Banking Code, a state bank may not declare
or pay a dividend in excess of 80% of the net earnings of such bank until the
surplus is equal to the amount of common stock. If the amount of the surplus
is equal to the amount of common stock, the bank may pay out an amount equal to
the current year plus the prior two years undistributed earnings.

Under the North Carolina Banking Code, a state chartered bank
with common stock in excess of $15,000 may not declare a dividend until the
surplus is equal to at least 50% of the amount of common stock.

The South Carolina Banking Code provides that, before a state
chartered bank can pay a dividend, approval must be obtained from the South
Carolina Commissioner of Banking.

Under the Tennessee Banking Code, a state bank may not declare
dividends in excess of 90% of the net earnings during the past year until the
surplus is equal to the amount of common stock.

Under the foregoing laws and regulations, at March 31, 1994,
approximately $269.8 million was available for payment of dividends to
SouthTrust by its bank subsidiaries.

SHAREHOLDERS

As of March 31, 1994, there were 693 holders of record of First Columbus Common
Stock.

29
<PAGE> 31
COMPARISON OF THE COMMON STOCK
OF
SOUTHTRUST AND FIRST COLUMBUS

The rights of First Columbus' shareholders are governed by the
Articles of Incorporation of First Columbus, the Bylaws of First Columbus and
the laws of the State of Georgia. 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 First Columbus' 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 First Columbus 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 First Columbus, the
General Corporation Law of the State of Delaware, the Georgia Banking Code and
the Georgia Business Corporation Act.

DIVIDENDS

The source of funds for payments of dividends by SouthTrust is
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 First Columbus is its banking operations. The payment
of dividends by First Columbus 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 FIRST COLUMBUS" for
information concerning the effect of such limitations on SouthTrust's and First
Columbus' ability to pay dividends. The General Corporation Law of the State
of Delaware provides that, subject to any restrictions in the corporation's
certificate of incorporation, dividends may be declared from the corporation's
surplus, or, if there is no surplus, from its net profits for the fiscal year
in which the dividend is declared and the preceding fiscal year. Dividends may
not be declared, however, if the corporation's capital has been diminished to
an amount less than the aggregate amount of all capital represented by the
issued and outstanding stock of all classes having a preference upon the
distribution of assets. The Georgia Banking Code provides that a Georgia
banking corporation may not declare dividends so long as its paid-in capital
and appropriated retained earnings do not, in combination, equal at least 20
percent of its capital stock.

VOTING RIGHTS AND OTHER MATTERS

The holders of First Columbus Common Stock and the holders of
the 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 First Columbus 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 First Columbus
provide that if any business combination to which First Columbus is a party
involves a Related Person (which term is defined as any party that, along with
all Affiliates and Associates of such person, is the beneficial owner of at
least 20% of the outstanding shares of voting stock of First Columbus), (i) the
affirmative vote of at least eighty percent (80%) of the shares entitled to
vote on such matter and (ii) the affirmative vote of at least two-thirds (66
2/3%) of all outstanding shares which are not beneficially owned by such
Related Person, is required to approve the business combination, unless certain
conditions are met.

SouthTrust is subject to Section 203 of the Delaware General Corporation Law.
That section generally provides that a corporation may not engage in a business
combination, except with extraordinary corporate approval, with any person
deemed to be an "interested stockholder" for a period of three years following
the date that the stockholder became an interested stockholder. An "interested
stockholder" is defined as any person who directly

30
<PAGE> 32
or indirectly owns 15% or more of the outstanding voting stock of the
corporation within the three-year period beginning immediately prior to the
date on which such determination is made. The extraordinary corporate approval
must consist of board approval prior to the time the person became an
interested stockholder or approval of the transaction by the board of directors
and at least two-thirds of the outstanding voting stock which is not owned by
the interested stockholder; in the absence of such approval, the interested
stockholder must own at least 85% of the voting stock of the corporation.

Section 14-2-1132 of the Georgia Business Corporation Code is
a similar provision. It provides that a corporation may not engage in any
business combination with any interested shareholder for a period of five years
following the time that the shareholder became an interested shareholder,
unless the board of directors approves either the transaction which resulted in
the shareholder becoming an interested shareholder or the business combination
or the interested shareholder beneficially owns at least 90 percent of the
outstanding voting stock of the corporation. In addition, Section 14-2-1133 of
the Georgia Business Corporation Code provides that Section 14-3-1132 shall not
apply unless the bylaws of the corporation specifically provide for its
applicability.

The effect of the business combination and affiliated
transactions provisions, respectively, is to make more difficult the
acquisition of majority control of a corporation for the use of its assets to
finance such acquisition.

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 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 Bylaws of First Columbus provide that the entire Board of
Directors of First Columbus are to be elected each year by the affirmative vote
of a majority of the shares represented at an annual meeting of shareholders at
which such election is to occur. Directors so elected will serve a one-year
term until their successors are elected.

Both Delaware and Georgia 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 Articles of Incorporation and Bylaws of
First Columbus provide for the removal of any or all of the directors, with or
without cause, by the affirmative vote of not less than eighty percent (80%) of
each class of securities of First Columbus entitled to vote for the election of
directors, and if such removal is sought by a Related Person, the affirmative
vote of holders of not less than two-thirds (66 2/3%) of the outstanding shares
not held by the Related Person is required for such removal.

The Bylaws of SouthTrust 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 such director has been appointed expires. Therefore, if a director
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 such director's appointment. The Bylaws
of First Columbus also provide that vacancies on the Board of Directors,
whether caused by removal or otherwise, may be filled for the unexpired term by
the remaining directors. A director so elected will serve until the next
annual meeting of the shareholders and until such director's successor is
elected.

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

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<PAGE> 33
meeting of shareholders or to require that the Board of Directors call such a
meeting. Under the Georgia Banking Code, any action required or permitted to
be taken by the shareholders of a bank may be taken without a meeting and
without a shareholder vote if a written consent is signed by all of the holders
of the outstanding capital stock of the bank. Under the Bylaws of First
Columbus, any action taken by the Board of Directors or any Committee thereof
without a meeting is a valid action if, either before or after such action is
taken, all members of the Board or the Committee sign and file with the minutes
of the proceedings of the Board or Committee a unanimous written consent
showing the nature of the action taken. Such a unanimous consent has the same
force and effect as a unanimous vote of the Board or any Committee thereof.

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 First Columbus may be amended by a vote of the
majority of the Board of Directors or by a majority of all outstanding shares
of First Columbus Common Stock, except that the affirmative vote of at least
eighty percent (80%) of the outstanding shares of First Columbus Common Stock
and the affirmative vote of at least two-thirds (66 2/3%) of the outstanding
shares of First Columbus Common Stock not beneficially owned by a Related
Person is required to alter, amend or repeal the Article dealing with business
combinations with Related Persons, and the Article relating to indemnification
of directors. In addition, the shareholders, representing a majority of all of
the outstanding shares of First Columbus Common Stock, may prescribe that any
bylaws so adopted by the shareholders may not be altered, amended or repealed
by the Board of Directors.

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. 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.

DISSENT AND APPRAISAL RIGHTS

A shareholder of First Columbus has dissent and appraisal
rights pursuant to the Georgia Dissent Provisions in the event of any of the
following corporate actions: (i) consummation of a plan of merger to which the
corporation is a party if shareholder approval is required; (ii) consummation
of a plan of share exchange to which the corporation is a party if shareholder
approval is required; (iii) consummation of a sale or exchange of all or
substantially all of the property of the corporation if shareholder vote is
required; (iv) an amendment to the articles of incorporation that materially
and adversely affects the rights in respect of a dissenter's shares; and (v)
any corporate action taken pursuant to a shareholder vote to the extent that
the voting or nonvoting shareholders of the corporation, if any, are entitled
to dissent pursuant to the articles of incorporation, bylaws or resolutions of
the board of directors of the corporation. See "THE MERGER - Rights of Dissent
and Appraisal." A stockholder of SouthTrust has similar dissent and appraisal
rights pursuant to Section 262 of the General Corporation Law of Delaware (the
"Delaware Dissent Provisions"), but only in the event of a merger or
consolidation. Both the Georgia Dissent Provisions and the Delaware Dissent
Provisions provide that there is no right to dissent if, at the record date,
the shares of the corporation were listed on a national securities exchange or
held by more than 2,000 shareholders. Since the shares of SouthTrust Common
Stock are listed on the NASDAQ National Market System and held by more than
2,000 stockholders of record, currently the stockholders of SouthTrust have no
right to dissent pursuant to the Delaware Dissent Provisions. Under the
Georgia Dissent Provisions, a shareholder has up to sixty days after a merger
is consummated to demand fair payment. Under the Delaware Dissent Provisions a
stockholder must demand payment within 20 days after the date of mailing of the
notice. Furthermore, under the Georgia Dissent Provisions, the surviving
corporation is required to make a written offer to each dissenting shareholder,
and, if a dissenting shareholder fails to respond to such offer, either party
may institute appraisal proceedings. If the surviving corporation fails to
institute such proceedings in a timely manner, it is required to pay each
dissenting shareholder whose demand remains unsettled the amount demanded by
such shareholder. Pursuant to the Delaware Dissent Provisions, the surviving
corporation is not required to make a written offer to a dissenting
shareholder. However, within 120 days after the consummation of the merger
either party may file a petition demanding a determination of the value of the
stock held by the dissenting stockholders.

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<PAGE> 34
RIGHTS ON LIQUIDATION

In the event of liquidation, the holders of SouthTrust Common
Stock and the holders of First Columbus 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 such preferential
amounts as may be required to be paid to the holders of any preferred stock
presently outstanding or hereafter issued by either entity.

PREEMPTIVE RIGHTS

The holders of SouthTrust Common Stock and First Columbus
Common Stock do not have any preemptive rights to purchase additional shares of
any class of securities, including common stock, of SouthTrust or First
Columbus, 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 to 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 First Columbus Common Stock is registered under the
Exchange Act, and, therefore, First Columbus is required to provide annual
reports containing audited financial statements to shareholders in accordance
with the rules of the FDIC, and to solicit proxies in accordance with the rules
of the FDIC. In addition, First Columbus also provides reports to its
shareholders on an interim basis containing unaudited financial information.
After the Effective Time of the Merger, the First Columbus Common Stock will be
deregistered, and will no longer be subject to the Exchange Act.

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 their respective holding companies and nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments
or asset purchases. Such transfers by any subsidiary bank to its holding
company or any non-banking 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 semi-annual 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.

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

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<PAGE> 35
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 their 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
Institutions 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 March 31, 1994, approximately $269.8 million was available for payment of
dividends to SouthTrust by its bank subsidiaries without obtaining regulatory
approval. The payment of dividends by any subsidiary bank also may 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.

Capital Guidelines

The Federal Reserve Board has issued final risk-based capital
guidelines for bank holding companies and member banks. 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 must have a total
risk-based capital ratio in excess of 10%. At March 31, 1994, SouthTrust and
all of SouthTrust's subsidiary banks were 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
SouthTrust's state non-member bank subsidiaries and First Columbus 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) which must exceed 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 proved 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 First Columbus as of the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
----------------------
SOUTHTRUST 1993 1992
---------- ---- ----
<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

</TABLE>

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<PAGE> 36
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
----------------------
FIRST COLUMBUS 1993 1992
------------- ---- ----
<S> <C> <C>
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . . . . . . . . . . . . . 16.11% 14.25%
Total risk-based capital* . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.33 15.50
Leverage ratio* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.11 9.83
- ---------------------
</TABLE>
*Under the risk-based capital guidelines, regulatory required minimums are 4%
and 8% for Tier 1 and Total Capital ratios, respectively. The leverage ratio
must generally be maintained at a level of at least 4% to 5%, however, banking
organizations that have the highest regulatory ratings are required to maintain
a leverage ratio of not less than 3%.

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.

Recent Legislation

In December 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") became law. 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.

Among other things, FDICIA requires the federal banking regulators to
take prompt corrective action in respect of depository institutions that do not
meet minimum capital requirements. FDICIA establishes five capital tiers:
"well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized." A
depository institution is well capitalized if it significantly exceeds the
minimum level required by regulation for each relevant capital measure,
adequately capitalized if it meets each such measure, undercapitalized if it
fails to meet any such measure, significantly undercapitalized if it is
significantly below such measure and critically undercapitalized if it fails to
meet any critical capital level set forth in regulations. The critically
undercapitalized level occurs where tangible equity is less than 2% of total
tangible assets or less than 65% of the minimum leverage ratio to be prescribed
by regulation (except to the extent that 2% would be higher than such 65%
level). A depository institution may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital position if it
receives an unsatisfactory examination rating.

FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to
restrictions on borrowing from the Federal Reserve System. In addition,
undercapitalized depository institutions are subject to growth limitations and
are required to submit capital restoration plans. A depository institution's
holding company must guarantee the capital plan, up to an amount equal to the
lesser of 5% of the depository institution's assets at the time it becomes
undercapitalized or the amount of the capital deficiency when the institution
fails to comply with the plan. The federal banking agencies may not accept a
capital plan without determining, among other things, that the plan is based on
realistic assumptions and is likely to succeed in restoring the depository
institution's capital. If a depository institution fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.

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

FDICIA required the federal banking agencies to develop, within one
year of the date of enactment, uniform accounting standards and requirements
consistent with, or no less stringent than, generally accepted accounting
principles. The federal banking agencies also were 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 required that, no later than
December 1, 1993, the federal banking agencies prescribe new safety and
soundness standards.

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<PAGE> 37
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. In accordance with
FDICIA, on September 15, 1992, the FDIC approved a transitional 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.

Effective with fiscal years beginning after December 31, 1992, 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 without prior
regulatory approval. 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.

Depositor Preference Statute

Legislation has been enacted providing that deposits and certain
claims for administrative expenses and employee compensation against an insured
depository institution would be afforded a priority over other general
unsecured claims against such an institution, including federal funds and
letters of credit, in the "liquidation or other resolution" of such an
institution by any receiver.

The foregoing necessarily is a general description of certain
provisions of FDICIA and does not purport to be complete. Several of the
provisions of FDICIA are being implemented through the adoption of regulations
by various federal banking agencies. FDICIA is not expected to have a material
effect on the results of operations of SouthTrust or First Columbus.

Certain Pending Legislation

The United States House of Representatives and the Senate each has
recently passed similar bills providing for the phasing- in of full, nationwide
interstate banking. While the details of the bills differ somewhat in scope
and implementation, within certain parameters and phase-in or transitional
periods, each would permit bank holding companies to acquire banks located
anywhere in the nation without regard to the location of the bank holding
company. Furthermore, 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 First Columbus may be
affected thereby.

CERTAIN INFORMATION CONCERNING THE
BUSINESS OF FIRST COLUMBUS

GENERAL

First Columbus, organized in 1988, is an independent, locally owned
commercial bank which conducts business in Muscogee County, Georgia. Its
deposits are insured by the FDIC. First Columbus is not a member of the
Federal Reserve System. First Columbus conducts a general commercial banking
business, emphasizing the banking needs of households and businesses, including
consumer and commercial loans, deposits, IRA accounts, safe deposit boxes,
travelers' checks, certificates of deposit and other banking services.

36
<PAGE> 38
Columbus is the largest city in Muscogee County, Georgia. Muscogee
County has an aggregate population of approximately 200,000 persons. First
Columbus' service area is also comprised of Russell County, Alabama. Phenix
City is the largest city in Russell County, and the county has a population of
approximately 47,000. The economy of the service area of First Columbus is
diversified, being comprised of various manufacturing and service
organizations, and is favorably impacted by Fort Benning, the nation's largest
infantry training center.

As of March 31, 1994, First Columbus had total deposits of
approximately $49 million and total loans of approximately $37 million.

As of March 31, 1994, First Columbus employed approximately 30
persons. First Columbus believes that its relations with its employees are
good.

MARKET DATA WITH RESPECT TO COMMON STOCK OF FIRST COLUMBUS

There is no well-established trading market in the shares of First
Columbus Common Stock, and the trading that occurs in the shares of First
Columbus Common Stock is infrequent and is effected in relatively small
amounts. During the last two years the sales price of shares of First Columbus
Common Stock of which First Columbus had knowledge ranged from $9 to $9 7/8 per
share. The last sale of shares of First Columbus Common Stock of which First
Columbus had knowledge occurred on November 4, 1993 at a sales price of $9 per
share.

First Columbus has never declared or paid a cash dividend to its
shareholders.

SELECTED FINANCIAL DATA OF FIRST COLUMBUS

<TABLE>
<CAPTION>
Three Months Ended
March 31, Years Ended December 31,
---------------------- ----------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
--------- -------- ------- ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
(dollars in thousands)
Net Interest Income . . . . . . . . . . . . $ 589 $ 588 $ 2,385 $ 2,106 $ 1,495 $ 1,142 $ 534
Provision for Loan Losses . . . . . . . . . 45 75 250 254 219 159 180
Net Income (Loss) . . . . . . . . . . . . . 87 85 405 332 133 214 (211)

Per Share Data:
Net Income (Loss) . . . . . . . . . . . 0.17 0.17 0.81 0.66 0.27 0.43 (0.42)
Cash Dividends . . . . . . . . . . . . . -- -- -- -- -- -- --

Total Average Equity . . . . . . . . . . . $ 5,917 $ 5,436 $ 5,592 $ 5,303 $ 5,000 $ 4,787 $ 4,817
Total Average Assets . . . . . . . . . . . 54,988 54,231 55,780 50,657 37,232 25,586 13,370

Ratios:
Average Equity to Assets . . . . . . . . 10.76% 10.02% 10.03% 10.46% 13.43% 18.71% 36.02%
Return on Average Equity . . . . . . . . 5.88 6.25 7.24 6.26 2.66 4.47 (4.38)
Return on Average Assets . . . . . . . . 0.63 0.63 0.73 0.65 0.35 0.84 (1.58)

</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In analyzing the financial condition of First Columbus, one key item
to consider is the ratio of the equity capital to total assets. When First
Columbus was chartered, the Georgia Department specified that First Columbus'
Board of Directors adopt a resolution committing to maintain its capital ratio
at not less than 8% during the first three years of its operations. First
Columbus' capital ratio has exceeded this minimum capital ratio at all times
since First Columbus commenced operations.

Equity capital at the end of 1992 amounted to 9.9% of assets. As of
December 31, 1993, First Columbus' equity capital totaled $5,792,473, or 10.15%
of assets.

There are no commitments of capital resources known to management of
First Columbus which would have a material impact on First Columbus' capital
position.

37
<PAGE> 39
During 1993, First Columbus allocated $250,000 to its loan loss
reserve and at the end of the year, its provision for loan losses exceeded
$417,000, representing 1.19% of outstanding loans.

Since First Columbus began operations, it has invested its deposits in
loans in Muscogee County and the immediate surrounding area. Since 1989, First
Columbus has maintained a loan-to-deposit ratio of approximately 70-75% on a
continuing basis (except for 1989 and 1991, when such ratio was 78% and 66%
respectively), and other assets have been, and continue to be, invested in
U.S. government securities and U.S. agency securities.

Balances in non-earning assets are maintained at minimum levels to
maximize First Columbus' profit potential. Non-earning assets consist of cash
and corespondent bank balances, fixed assets, interest receivable on loans and
investments, capitalized organization costs, and other miscellaneous assets.

First Columbus engages in liquidity management to insure adequate cash
flow for deposit withdrawals and credit commitments. Cash needs are met either
through the sale or maturity of existing assets or by the acquisition of
additional funds. Through various asset/liability management strategies, a
balance is maintained among goals of liquidity, safety and earnings potential.
Balances held in cash and correspondent banks are reviewed daily to maximize
the federal funds investment position. A heavy percentage of First Columbus'
deposit base is comprised of accounts of individuals and small businesses with
limited volatility. Management seeks to avoid reliance on volatile deposits
that could result in liquidity pressures.

At year-end 1993, First Columbus' liquidity ratio was 29.53% compared
to the year-end 1992 ratio of 25.43% and year-end 1991 of 29.44%.

First Columbus' investment portfolio provides a source of liquidity in
the event its liquidity needs increase. Investment securities held by First
Columbus on December 31, 1993, had a market value in excess of $13,250,000.
These securities are readily marketable and can be immediately converted to
cash. In addition to the $4,471,000 in federal funds sold, approximately 16%
of First Columbus' investments mature within a 12 month period. Only U.S.
Treasury and U.S. Agency Securities and certificates of deposit of other
FDIC-insured institutions are purchased. First Columbus has preestablished
borrowing lines for federal funds through the Georgia Bankers Bank in Atlanta
and Compass Bank in Birmingham.

Management of First Columbus believes that the above funding sources
are adequate to meet liquidity needs of First Columbus without material adverse
impact on operating results.

RESULTS OF OPERATIONS

Fiscal Year Ended December 31, 1993 Compared to Fiscal Year Ended December 31,
1992

Loan demand during 1993 was strong for a portion of 1993 but not for
the entire 12 months. In addition, during the year there was considerable
pressure on banks to lower rates on commercial as well as consumer loans. As a
result, First Columbus' loan interest income for 1993 increased by only
$156,260, or 5.2%, over 1992. Interest on time commercial loans decreased by
$97,000 from 1992 and interest on time consumer loans decreased by $34,700. On
the positive side, interest on real estate loans increased by $271,000 in 1993
and loan and letter of credit fees increased by $46,000 over 1992.

Due to the continuing decline in rates on investments acceptable for
purchase by First Columbus, its investment income decreased by $62,500 from
1992. Another factor contributing to the decrease was that, like many other
banks, some of its higher yielding investments were called, rather than running
to maturity. At the end of 1993 the market value of the investment portfolio
of First Columbus amounted to $13,259,650 compared to $13,508,702 at the end of
1992.

Total personnel expenses increased by $134,000 in 1993 over 1992.
This was due to an increase in the number of employees, salary adjustments and
an increase of $14,000 in employee insurance.

First Columbus' interest expense for 1993 decreased by $184,795 from
the 1992 expense and its net interest income (after allocating $250,000 to the
loan loss reserve) increased by $278,571 over 1992. During 1992 First Columbus
allocated $208,000 to the loan loss reserve.

Non-interest income for 1993 increased by $110,338, or 35.5%, over
1992. The increase in non-interest income was primarily due to increases in
insufficient funds charges, service charges on demand deposit accounts

38
<PAGE> 40
and profits realized on the sale of selected securities which were maturing in
the near future. Profit on the sale of securities in 1993 amounted to $74,620.
All proceeds from the sales were reinvested in slightly longer maturities with
yields close to those of the securities which were sold.

During 1993, First Columbus had a one-time extraordinary gain of
$31,750 due to the adoption of the Financial Accounting Standards Board
Statement No. 109 (dealing with accounting for income taxes).

The 1993 profit represented a return on average assets of .73%
compared to .65% in 1992 and a return on equity of 7.24% compared to 6.35% in
1992. Net income per share was $.81 in 1993 compared to $.66 in 1992.

Fiscal Year Ended December 31, 1992 Compared to Fiscal Year Ended December 31,
1991

During 1992, total interest income increased by $679,000, or 21%, over
1991, due primarily to the increase in the loan portfolio. Non-interest income
for 1992 increased by almost $103,000, or 49%, over 1991. Interest income on
federal funds sold was down by $72,000 in 1992, largely due to lower rates paid
for federal funds.

Although deposits increased by over $8,800,000 during 1992, interest
expense increased only $68,000 as rates declined for the entire year of 1992.
With First Columbus' growth in deposits, loans and assets, it experienced an
increase in its personnel and related expenses amounting to $214,000 over 1991.
Other non-interest expenses increased by only $168,200 over 1991.

The 1992 profit of First Columbus represented a return on total
average assets of .65% compared to .35% for 1991. The return on average equity
was 6.35% for 1992 compared to 2.66% for 1991. Income per share for 1992 was
$.66 compared to $.27 for 1991 and $.43 for 1990.

First Columbus maintained a net interest spread of 4.07% during 1992.

SELECTED STATISTICAL INFORMATION

The following section presents statistical information for First
Columbus which supplements the financial information presented elsewhere
herein.

Average balances contained in the statistical information represent
month-end averages for all periods since management of First Columbus believes
that amounts obtained by using this method are not materially different from
those which would be obtained had daily averages been used.

39
<PAGE> 41
Average Balances and Interest Rates
Interest Yield/Rates
(Table 1)
<TABLE>
<CAPTION>
1993 1992 1991
---------------------------- ----------------------------- ------------------------------
Interest Interest Interest
Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate Balance Expense Rate
---------------------------- ----------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(dollars, in thousands)
ASSETS

Interest-earning assets:
Loans (including loan
fees) . . . . . . . . $35,834 $3,141 8.76% $32,143 $ 2,984 9.28% $21,834 $ 2,348 10.76%
Investment securities:
Taxable . . . . . . . 12,463 761 6.10% 11,675 807 6.91% 8,429 669 7.94%
Nontaxable . . . . . 593 29 4.95% 384 17 4.29% 230 7 2.94%
Interest earning
deposits . . . . . . 285 12 4.30% 162 8 5.19% 470 37 7.94%
Federal funds sold . . 2,404 70 2.91% 2,947 103 3.51% 3,078 176 5.71%
------- ------ ------- ------- ------- -------
Total interest-earning
assets . . . . . . 51,579 4,013 7.78% 47,311 3,919 8.28% 34,041 3,237 9.51%
Other non-interest earning
assets . . . . . . 4,201 3,346 3,191
------- ------- -------

Total assets . . . $55,780 $50,657 $37,232
======= ======= =======
LIABILITIES AND
STOCKHOLDERS'
EQUITY: . . . . . .
Interest bearing liabilities:
Deposits:
Interest bearing demand
and savings . . . . $10,241 $ 267 2.61% $ 8,372 $ 272 3.25% $ 6,879 $ 332 4.82%
Time . . . . . . 33,125 1,360 4.11% 30,274 1,541 5.09% 20,149 1,413 7.02%
------- ------ ------- ------- ------- -------

Total interest bearing
liabilities . . . 43,365 1,627 3.75% 38,646 1,813 4.69% 27,028 1,745 6.46%
Other non-interest bearing
liabilities . . . . . . 6,823 6,708 5,204
Stockholders' equity . . 5,592 5,303 5,000
------- ------- -------

Total liabilities and
stockholders'
equity . . . . . . $55,780 $50,657 $37,232
======= ======= =======

Excess of interest-earning
assets over interest
bearing liabilities. $ 8,214 $ 8,665 $ 7,012
======= ======= =======

Ratio of interest-bearing
assets to interest-
bearing liabilities. 118.94% 122.42% 125.94%

Net interest income . . . $2,386 $ 2,106 $ 1,492

Net interest spread . . . 4.03% 3.59% 3.05%

Net interest yield on
interest earning assets. 4.63% 4.45% 4.38%
- -------------------------------
</TABLE>
1 Non-accrual loans and the interest income which was recorded on these
loans (both prior and subsequent to the time the loans were placed on
non-accrual status, if any) are included in the yield calculation for
loans in all periods reported.

40
<PAGE> 42
Volume Rate Analysis
(Table 2)

The following table shows a summary of the changes in interest income
and interest expense resulting from changes in volume and changes in rates for
each major category of interest-earning assets and interest-bearing liabilities
for 1993 over 1992, and 1992 over 1991.

1993 over 1992 1992 over 1991
Increase (decrease) due to changes in: Increase (decrease) due to changes in:

Volume Rate Total Volume Rate Total
------ ---- ----- ------ ---- -----

<S> <C> <C> <C> <C> <C> <C>
Interest income on:
Loans (including loan fees) . . . . . $330,717 $(174,449) $ 156,268 $ 992,257 $(356,153) $636,104
Investment securities:
Taxable . . . . . . . . . . . . . . 52,303 (98,255) (45,952) 232,690 (95,344) 137,346
Nontaxable . . . . . . . . . . . . 10,097 2,827 12,924 5,741 3,960 9,701
Interest earning deposits . . . . . . 5,462 (1,642) 3,820 (18,906) (9,994) (28,900)

Federal funds sold . . . . . . . . . . (17,307) (15,977) (33,284) (7,185) (65,115) (72,300)
-------- --------- --------- ---------- --------- --------

Total interest-earning assets . . . $381,272 $(287,496) $ 93,776 $1,204,596 $(522,645) $681,951
======== ========= ========= ========== ========= ========

Interest expense on:
Deposits:
Interest bearing demand
and savings . . . . . . . . . . . $ 54,247 $ (59,302) $ (5,055) $ 62,521 $(122,150) $(59,629)
Time . . . . . . . . . . . . . 135,477 (316,379) (180,902) 585,084 (457,637) 127,447
------- --------- --------- ---------- --------- --------
Total interest-bearing
liabilities . . . . . . . . $189,724 $(375,681) $(185,957) $ 647,605 $(579,787) $ 67,818
======== ========= ========= ========= ========= ========

</TABLE>

Rate/volume variances are allocated between rate variances and volume variances
using a weighted average allocation method.

41
<PAGE> 43
Investment Portfolio
(Table 3)

The following table presents the book value and market value of
investments by category at December 31, 1993 and 1992.

<TABLE>
<CAPTION>
1993 1992
---------------------------- ----------------------------
Book Market Book Market
----- ------ ---- ------
(in thousands) (in thousands)

<S> <C> <C> <C> <C>
United States treasuries and agencies . . . . . . . . . . . . $ 7,908 $ 8,002 $ 9,659 $ 9,842
State, county and municipal . . . . . . . . . . . . . . . . . 595 598 501 509
Other investments - mortgage backed securities . . . . . . . 4,627 4,659 3,118 3,157
-------- -------- -------- --------

$ 13,130 $ 13,259 $ 13,278 $ 13,509
======== ======== ======== ========

</TABLE>

The following table presents the maturities of investments by category
at December 31, 1993.

<TABLE>
<CAPTION>
U.S. Weighted
Treasuries Other Average
Maturities at December 31, 1993 and Agencies Investments SCM's Yields
- ------------------------------- ------------ ----------- ----- --------
(in thousands)
<S> <C> <C> <C> <C>
Within 1 year . . . . . . . . . . . . . . . . . . . . . . . . $ 2,162 $ 1,877 - 8.22%

After 1 through 5 years . . . . . . . . . . . . . . . . . . . 5,596 379 - 5.62%

After 5 through 10 years . . . . . . . . . . . . . . . . . . 150 2,371 $595 6.95%
------- ------ ----

Totals . . . . . . . . . . . . . . . . . . . . . $ 7,908 $ 4,627 $595
======= ======= ====

</TABLE>
Other investments in the above totals include mortgage-backed
securities with carrying amounts aggregating $4,627,173. These mortgage backed
securities are included in the maturities categories in which they are
anticipated to be repaid based on scheduled maturities.

42
<PAGE> 44
Loan Portfolio
(Table 4)

The following table presents loans by type at December 31, 1993 and
December 31, 1992:

<TABLE>
<CAPTION>
1993 1992
------------- --------------
(in thousands) (in thousands)
<S> <C> <C>
Commercial, financial
and agricultural . . . . . . . . . . . . . . . . . . . . $ 8,939 $ 9,759
Real estate - construction . . . . . . . . . . . . . . . . . . . 8,626 7,862
Real estate - mortgage . . . . . . . . . . . . . . . . . . . . . 13,140 12,262
Installment loans to individuals . . . . . . . . . . . . . . . . 4,275 4,568
------ ------
$34,980 $34,451
======= =======
</TABLE>
As of December 31, 1993, maturities of loans in the indicated
classification were as follows:

<TABLE>
<CAPTION>
Commercial,
Financial and Real Estate
Agricultural Construction Total
------------ ------------ -----
(in thousands) (in thousands) (in thousands)
<S> <C> <C> <C>
Within 1 year . . . . . . . . . . . . . . . . . . . . . $ 5,568 $ 5,850 $ 11,417
1 to 5 years . . . . . . . . . . . . . . . . . . . . . 3,022 2,444 5,467
After 5 years . . . . . . . . . . . . . . . . . . . . . 349 333 681
----- ----- ------

$ 8,939 $ 8,627 $ 17,565
===== ===== ======
</TABLE>

As of December 31, 1993, the interest terms of loans in the indicated
classifications for the indicated maturity ranges were as follows:

<TABLE>
<CAPTION>
Fixed Variable
Interest Interest
Rates Rates Total
----- ----- -----
(in thousands) (in thousands) (in thousands)
<S> <C> <C> <C>
Commercial, financial and agricultural:
1 to 5 years maturity . . . . . . . . . . . $ 3,022 - $ 3,022
After 5 years maturity . . . . . . . . . . . 349 - 349
------- -------

3,371 - 3,371
------- -------

Real estate - construction:
1 to 5 years maturity . . . . . . . . . . . $ 2,394 50 2,444
After 5 years maturity . . . . . . . . . . . 333 - 333
------- ---- -------

2,727 50 2,777
------- ---- -------

$ 6,098 $ 50 $ 6,148
======= ==== =======
</TABLE>

Past due and non-accrual loans and interest that would have been
reported on non-accrual loans had they been on accrual status as of December
31, 1993 and 1992 were as follows (in thousands):

<TABLE>
<CAPTION>
1993 1992
---- ----
(in thousands) (in thousands)

<S> <C> <C>
Accruing loans 90 days or more past due . . . . . . . . . . . . . $ 16 $ 12
Non-accrual loans . . . . . . . . . . . . . . . . . . . . . . . . 108 117
Interest income on non-accrual loans
which would have been reported . . . . . . . . . . . . . 10 5
Interest recorded as income . . . . . . . . . . . . . . . . . . . - -

</TABLE>

43
<PAGE> 45
A loan is placed on non-accrual status when, in management's judgment,
the collection of interest appears doubtful. As a result of management's
ongoing review of the loan portfolio, loans are classified as non-accrual
generally when they are past due in principal or interest payments for more
than 90 days or it is otherwise not reasonable to expect collection of
principal and interest under the original terms. Exceptions are allowed for 90
day past due loans when such loans are well secured and in process of
collection. Generally, payments received on non-accrual loans are applied
directly to principal.

44
<PAGE> 46
Allowance for Loan Losses
(Table 5)

<TABLE>
<CAPTION>
1993 1992
---------- ------------
<S> <C> <C>
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . $ 498,000 $ 290,000
Charge-offs:
Commercial, financial and agricultural . . . . . . . . 255,000 17,000
Real estate-construction . . . . . . . . . . . . . . . 15,000 -
Real estate-mortgage . . . . . . . . . . . . . . . . . - -
Installment loans to individuals . . . . . . . . . . . 97,000 39,000
---------- -----------

367,000 56,000
---------- -----------

Recoveries:
Commercial, financial and agricultural . . . . . . . . 35,000 7,000
Real estate-construction . . . . . . . . . . . . . . . - -
Real estate-mortgage . . . . . . . . . . . . . . . . . - -
Installment loans to individuals . . . . . . . . . . . 1,000 3,000
---------- -----------

36,000 10,000
---------- -----------

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . 331,000 46,000

Additions charged to operations . . . . . . . . . . . . . . . . . . . . 250,000 254,000
---------- -----------

Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . $ 417,000 $ 498,000
========== ===========

Ratio of net charge-offs during the
period to average loans outstanding
during the period . . . . . . . . . . . . . . . . . . 0.92% 0.14%
========== ===========

</TABLE>
Management performs an evaluation of the loan portfolio monthly.
During this evaluation, potential problem loans are reviewed and a
determination is made as to the potential losses. The evaluation takes into
consideration such factors as changes in the nature and volume of the loan
portfolio, current economic conditions that may affect the borrower's ability
to pay, overall portfolio quality, and review of specific problem loans.

45
<PAGE> 47
Deposits
(Table 6)

The average balance of deposits and the average rates paid on such
deposits are summarized for the periods indicated in the following table:

<TABLE>
<CAPTION>
1993 1992
-------------------------- ------------------------
Amount Rate Amount Rate
------- ---- ------ ----
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Demand deposits:
Non-interest bearing . . . . . . . . . . . . . . . $ 6,452 - $ 5,912 -
Interest-bearing demand
and savings . . . . . . . . . . . . . . . . . . 10,241 2.61% 8,372 3.25%
Time deposits . . . . . . . . . . . . . . . . . . 33,125 4.11% 30,274 5.09%
------- -------
Total . . . . . . . . . . . . . . . . . . . . . . $49,818 $44,558
======= =======

</TABLE>
Maturities of time certificates of deposit and individual retirement
accounts of $100,000 or more outstanding at December 31, 1993 are summarized as
follows:

<TABLE>
<S> <C>
Within 3 months . . . . . . . . . . . . . . . . . . . . . . $ 4,660,000
After 3 through 12 months . . . . . . . . . . . . . . . . . 3,767,000
After 12 months . . . . . . . . . . . . . . . . . . . . . . 803,000
--------------
$ 9,230,000
==============

</TABLE>

Selected Ratios
(Table 7)

<TABLE>
<CAPTION>
1993 1992
-------- --------
<S> <C> <C>
Net income to:
Average stockholders' equity . . . . . . . . . . . 7.24% 6.35%
Average assets . . . . . . . . . . . . . . . . . . 0.73% 0.65%
Dividends to net income . . . . . . . . . . . . . . . . . . - -
Average equity to average assets . . . . . . . . . . . . . 10.03% 10.31%

</TABLE>

46
<PAGE> 48
BENEFICIAL OWNERSHIP OF FIRST COLUMBUS COMMON STOCK

First Columbus is authorized under its Articles of Incorporation to
issue 10,000,000 shares of First Columbus Common Stock. As of June 16, 1994
(the Record Date), First Columbus had issued and outstanding 500,000 shares of
First Columbus Common Stock (exclusive of 35,000 shares of First Columbus
Common Stock which may be acquired pursuant to options). The following table
sets forth information as of the Record Date with respect to those persons
known by First Columbus to be the beneficial owners of more than 5% of the
outstanding shares of First Columbus Common Stock, and as to shares of First
Columbus Common Stock beneficially owned by the directors of First Columbus
individually and by all officers and directors of First Columbus as a group.
Management of First Columbus 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 First Columbus 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 First Columbus."

<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS(2)
---------------- ----------------- -----------

<S> <C> <C>
5% Shareholder:

Dennis W. Calhoun(3) 35,000 shares 6.6%
2301 Airport Thruway
Columbus, GA 31902

Directors:

Wilson W. Blackmon 8,000 shares(4) 1.6%

N. R. Boyd 3,000 shares 0.6%

Lee R. Grogan, Sr. 10,000 shares 2.0%

George W. Jeter 24,700 shares(5) 4.9%

D. L. Jordan 10,000 shares 2.0%

Jack W. McGuire 11,150 shares 2.2%

W. Richard McGuire 20,300 shares(6) 4.0%

Fred W. Mitchell, Jr. 5,790 shares(7) 1.2%

Charlie Frank Riley 5,000 shares 1.0%

H. S. Roberts, Jr. 5,600 shares(8) 1.1%

John D. Watson, Jr. 22,350 shares 4.5%

All Directors and
Officers of First Columbus
as a group (14 persons) 170,990 shares 31.9%

- -------------------------------------------
</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 include all shares of First Columbus
Common Stock that such person has the right to acquire within 60 days
after the date of this Proxy Statement/Prospectus, in the amounts as
follows: Mr. Calhoun, 25,000 shares; Kenneth A. Roberts, 5,000
shares; and Roger D. Hughes, 5,000 shares.

47
<PAGE> 49
(2) Shares of First Columbus which may be acquired upon the exercise of
stock options have been treated as outstanding shares for the purpose
of computing the percentage of the total number of outstanding shares
of Common Stock owned by the persons holding the options, but have not
been treated as outstanding for the purpose of computing the
percentage of outstanding shares owned by any other person.

(3) Mr. Calhoun is the President and a director of First Columbus.

(4) Includes 3,500 shares owned by Blackmon Oil Co., of which Mr. Blackmon
is President; and 1,000 shares held by Mr. Blackmon as trustee for his
daughter.

(5) Includes 3,200 shares owned jointly by Mr. Jeter and his wife, as to
which voting and investment powers are shared.

(6) Includes 10,000 shares owned by Wright Associates of which Mr. McGuire
is President, and 300 shares owned by Mr. McGuire as custodian for his
grandchildren.

(7) Includes 290 shares owned by Mitchell Insurance Agency of which Mr.
Mitchell is President.

(8) Includes 100 shares owned by Mr. Roberts jointly with his mother, as
to which voting and investment powers are shared.

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 March 31, 1994 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 financial statements of First Columbus as of and for the year
ended December 31, 1993 included in this Proxy Statement/Prospectus have been
examined by Evans, Porter, Bryan & Co., independent accountants, as indicated
in their report with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in giving said report.

The financial statements of First Columbus as of December 31, 1992 and
1991 and for each of the two years in the period ended December 31, 1992
included in this Proxy Statement/Prospectus have been so included in reliance
on the report of Price Waterhouse, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

Representatives of Evans, Porter, Bryan & Co. are expected to be
present at the Special Meeting, and will have the opportunity to make a
statement if they desire to do so and to respond to appropriate questions.

ADDITIONAL INFORMATION

OTHER BUSINESS

The Board of Directors of First Columbus 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.

48
<PAGE> 50
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.

STOCKHOLDER PROPOSALS

If the Merger is not consummated by the parties, proposals of
shareholders of First Columbus intended to be presented at the 1995 Annual
Meeting of First Columbus must be received by First Columbus on or before
December 31, 1994, to be included in the 1995 proxy materials of First
Columbus. However, if the Merger is consummated, stockholder proposals
submitted for consideration at the SouthTrust 1995 Annual Meeting of
Stockholders must be received by SouthTrust no later than December 21, 1994, to
be included in the 1995 proxy materials of SouthTrust.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

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

In addition, a copy of the Quarterly Report on Form 10-Q of SouthTrust for the
quarter ended March 31, 1994 is included with this Proxy Statement/Prospectus.

All documents filed by SouthTrust pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 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.

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.

49
<PAGE> 51
INDEX TO THE FINANCIAL STATEMENTS
OF FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

<TABLE>
<CAPTION>
Caption Page
<S> <C>
Unaudited Financial Statements:

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

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

Statements of Changes in Equity Capital 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

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

Audited Financial Statements:

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

Balance Sheets December 31, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9

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

Statements of Changes in Stockholders' Equity for the three years ended December 31, 1993, 1992 and 1991 . . F-12

Statements of Cash Flows for the three years ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . . F-13

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-15

</TABLE>

F-1
<PAGE> 52

FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Balance Sheet
(In Thousands)

<TABLE>
<CAPTION>
Assets March 31, 1994
------ --------------

<S> <C>
Cash and due from banks $ 2,070

Interest bearing time deposits
with other banks 398

Investment securities
Available for Sale 11,551
Held to Maturity 1,110

Federal funds sold 2,239

Loans, net 36,305

Bank premises and equipment 1,265

Accrued interest receivable & other assets 521
-------

Total Assets $55,459
=======

Liabilities and Stockholders' Equity
------------------------------------

Deposits:

Demand $ 6,957
Interest-bearing demand 9,389
Savings 2,257
Time 30,821
-------

Total Deposits 49,424

Other liabilities 244
-------

Total Liabilities $49,668
-------

Stockholders' Equity:

Common stock, par value $5.00; 10,000,000
shares authorized; 500,000 shares issued
and outstanding 2,500

Paid in Capital 2,419

Unrealized Losses on Available
for Sale Securities (88)

Retained Earnings 960
-------

Total Equity Capital 5,791
-------

$55,459
=======
</TABLE>

F-2
<PAGE> 53
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

STATEMENTS OF EARNINGS

FOR THE PERIODS ENDED MARCH 31, 1993 AND MARCH 31, 1994
(In Thousands)

<TABLE>
<CAPTION>
Period Ended
March 31,
1993 1994
-----------------------
<S> <C> <C>
Interest Income:
Interest and fees on loans $ 784 $ 758

Interest on time deposits with
other banks 2 4

Interest on federal funds sold 11 16

Interest on investment securities 206 179
------ -----

Total Interest Income 1,003 957
------ -----

Interest Expense:
Interest on time certificate of deposits
of $100,000 or more 72 72

Interest on other deposits 342 296

Interest on Federal Funds purchased 1 0
------ -----

Total Interest Expense 415 368
------ -----

Net Interest Income 588 589

Provision For Loan Losses 75 45
------ -----
Net interest income after provision
for possible loan losses 513 544
------ -----

Other Income:
Service charges on deposit accounts 48 46

Other Income 40 26
------ -----

Total Other Income 88 72
------ -----

Other Expenses:
Salaries and employee benefits 225 233

Occupancy 84 79

Other 168 175
------ ----

Total Other Expenses 477 487
------ -----

Income Before Income Taxes 124 129

Income Tax 39 42
------ -----

Net Earnings $ 85 $ 87
====== =====

Earnings Per Share .17 .17

</TABLE>

F-3
<PAGE> 54
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR PERIODS ENDED MARCH 31, 1994 AND MARCH 31, 1993
(In Thousands, except shares)

Common Stock Unrealized
----------------------- Paid-in Retained (Loss)
Shares Par Value Capital Earnings AFS Securities Total
------ --------- ------- -------- -------------- -----

<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1992 500,000 $ 2,500 $ 2,419 $ 469 -- $ 5,388

Net Earnings -- -- -- 85 -- 85
------- ------- ------- ----- ------ -------

Balance March 31, 1993 500,000 2,500 2,419 554 -- 5,473

Net Earnings -- -- -- 319 -- 319
------- ------- ------- ----- ------ -------

Balance December 31, 1993 500,000 2,500 2,419 873 -- 5,792

Net Earnings -- -- -- 87 87

Unrealized Loss on Available
for Sale Securities -- -- -- -- $ (88) (88)
------- ------- ------- ----- ------ -------

Balance March 31, 1994 500,000 $ 2,500 $ 2,419 $ 960 $ (88) $ 5,791
======== ======= ======= ===== ====== =======

</TABLE>

F-4
<PAGE> 55
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED MARCH 31, 1993 AND MARCH 31, 1994
(In Thousands)

<TABLE>
<CAPTION>
1993 1994
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 85 $ 87
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities
Depreciation and amortization 29 33
Provision for loan losses 18 45
Change in interest receivable (73) 106
Change in interest payable (55) (17)
Change in accrued expenses and
other liabilities (225) (34)
Change in other assets 8 83
------- -------
Net cash provided by (used in)
operating activities (213) 303
---- -------

Cash flows from investing activities:
Purchases of investment securities - (250)
Proceeds from sales and maturities of
investment securities 231 632
Net change in interest bearing deposits with
other banks 0 99
Net increase in loans (2,594) (1,787)
Purchases of bank premises and equipment (2) (2)
------- -------

Net cash used in investing activities (2,365) (1,308)

Cash flows from financing activities:
Net change in deposits 376 (1,524)
------- -------

Net cash provided (used) by financing activities 376 (1,524)
------- -------

Net change in cash and cash equivalents (2,202) (2,529)

Cash and cash equivalents at beginning of period 4,934 6,838
------- -------

Cash and cash equivalents at end of period $ 2,732 $ 4,309
======= =======

</TABLE>

F-5
<PAGE> 56
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY
Notes to Financial Statements

1. Basis of Presentation

The financial information furnished herein reflects all adjustments
which are, in the opinion of management, necessary to present a fair statement
of the financial position of First Columbus Community Bank & Trust Company (the
"Bank") as of March 31, 1994 and 1993, and the results of its operations and
cash flows for the periods covered herein. All such adjustments are of a normal
recurring nature.

2. Classification of Securities

As of January 1, 1994, the Bank changed its method of accounting for
certain investments in debt and equity securities in accordance with Statement
of Financial Accounting Standard (SFAS) 115. SFAS 115 requires the
classification of debt and equity securities into one of three categories:
available for sale, held to maturity, or trading. Securities that will be held
for indefinite periods of time, including securities that will be used as part
of the Bank's asset/liability management strategy or that may be sold in
response to changes in interest rates, prepayment risks, poor real estate
environment, acquisitions, or similar factors, are classified as available for
sale and accounted for at the lower of cost or market value. Those securities
for which management of the Bank determines the positive intent and ability to
hold until maturity are classified as such and accounted for at cost. Securities
that are frequently bought and sold with the objective of generating profits on
short-term price differences are considered trading securities. The Bank does
not hold securities for trading purposes.

F-6
<PAGE> 57

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
First Columbus Community Bank & Trust Company

We have audited the accompanying balance sheet of First Columbus Community Bank
& Trust Company as of December 31, 1993, and the related statements of
earnings, changes in stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Bank's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements as of December 31, 1992
and for the two years in the period then ended were audited by other auditors
whose report dated January 15, 1993, expressed an unqualified opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we 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. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the 1993 financial statements referred to above present fairly,
in all material respects, the financial position of First Columbus Community
Bank & Trust Company as of December 31, 1993, and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

As discussed in note 9, the Bank changed its method of accounting for income
taxes in 1993.

/s/ EVANS, PORTER, BRYAN & CO.

Atlanta, Georgia
January 18, 1994

F-7
<PAGE> 58

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
First Columbus Community Bank & Trust Company

In our opinion, the accompanying balance sheets and the related statements of
income, of changes in stockholders' equity and of cash flows present fairly, in
all material respects, the financial position of First Columbus Community Bank
& Trust Company at December 31, 1992 and 1991, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Bank's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

/s/ PRICE WATERHOUSE
January 15, 1993
Atlanta, Georgia

F-8
<PAGE> 59
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Balance Sheets

December 31, 1993 and 1992

<TABLE>
<CAPTION>
Assets

1993 1992
---- ----
<S> <C> <C>
Cash and due from banks $ 2,367,006 2,462,350

Federal funds sold 4,471,000 2,472,000
--------- ----------

Cash and cash equivalents 6,838,006 4,934,350

Interest-bearing time deposits with other banks 497,000 219,829

Investment securities (market value of $13,259,650
and $13,508,702) (note 2) 13,130,588 13,277,742

Loans, net (note 3) 34,562,683 33,952,890

Bank premises and equipment, net (note 4) 1,296,385 650,209

Other real estate (note 5) - 709,750

Accrued interest receivable 469,904 399,380

Other assets 240,086 376,033
---------- ----------
Total assets $57,034,652 54,520,183
========== ==========
Liabilities and Stockholders' Equity
Deposits:
Demand $ 7,945,668 6,328,325
Interest-bearing demand 8,986,001 8,370,627
Savings 2,025,867 1,803,031
Time, $100,000 and over 8,926,822 7,393,574
Other time 23,062,994 24,705,706
---------- ----------

Total deposits 50,947,352 48,601,263

Accrued interest payable 169,707 236,881
Other liabilities 125,120 294,155
----------- -----------

Total liabilities 51,242,179 49,132,299
---------- ----------

Commitments (note 6)

Stockholders' equity (notes 7 and 8):
Common stock, $5.00 par value; 10,000,000 shares
authorized; 500,000 issued and outstanding 2,500,000 2,500,000
Paid-in capital 2,419,511 2,419,511
Retained earnings 872,962 468,373
------- -----------

Total stockholders' equity 5,792,473 5,387,884
--------- ----------

$57,034,652 54,520,183
========== ==========
</TABLE>
See accompanying notes to financial statements.

F-9
<PAGE> 60
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Statements of Earnings

For the Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----

<S> <C> <C> <C>
Interest income:
Interest and fees on loans $ 3,140,611 2,984,343 2,348,239
Interest on time deposits with other banks 12,219 8,399 37,299
Interest on federal funds sold 70,062 103,346 175,646
Interest on investment securities:
U.S. Treasury 346,399 296,950 155,121
U.S. Government agencies 216,357 371,068 416,500
Mortgage-backed securities 197,896 135,520 104,397
State, county and municipal 29,385 19,527 2,770
----------- ----------- ----------

Total interest income 4,012,929 3,919,153 3,239,972
----------- ----------- ----------

Interest expense:
Interest expense on deposits:
Demand 211,664 213,961 289,177
Savings 55,214 52,543 39,972
Time 1,068,738 1,091,106 910,744
Time, over $100,000 291,305 453,442 505,167
----------- ----------- ----------

1,626,921 1,811,052 1,745,060
Other interest expense 1,162 1,826 -
----------- ----------- ----------

Total interest expense 1,628,083 1,812,878 1,745,060
----------- ----------- ----------

Net interest income 2,384,846 2,106,275 1,494,912

Provision for loan losses (note 3) 250,000 254,000 218,943
----------- ----------- ----------

Net interest income after provision for loan losses 2,134,846 1,852,275 1,275,969
----------- ----------- ----------

Other income:
Service charges on deposit accounts 301,596 253,829 154,780
Securities gains 74,620 16,826 4,245
Other income 59,705 39,776 48,533
----------- ----------- ----------

Total other income 435,921 310,431 207,558
----------- ----------- ----------

Other expenses:
Salaries and employee benefits 938,498 789,947 558,635
Occupancy 357,505 324,173 282,480
Other operating (note 11) 692,943 550,604 441,364
----------- ----------- ----------

Total other expenses 1,988,946 1,664,724 1,282,479
----------- ----------- ----------

</TABLE>

F-10
<PAGE> 61
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Statements of Earnings, continued

For the Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Earnings before income taxes and cumulative
effect of accounting change 581,821 497,982 201,048

Income taxes (note 9) 208,984 166,251 67,648
--------- --------- ---------

Earnings before cumulative effect of accounting
change 372,837 331,731 133,400

Cumulative effect on prior years for change in
accounting principle for income taxes (note 9) 31,752 - -
--------- --------- ---------

Net earnings $ 404,589 331,731 133,400
========= ========= =========

Earnings per common share:

Earnings per share before cumulative
effect of accounting change $ .75 .66 .27

Cumulative effect of accounting change .06 - -
--------- --------- ---------

Net earnings per share $ .81 .66 .27
========= ========= =========

Weighted average number of shares outstanding 500,000 500,000 500,000
========= ========= =========

</TABLE>
See accompanying notes to financial statements.

F-11
<PAGE> 62
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Statements of Changes in Stockholders' Equity

For the Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
Common Stock
--------------------------
Number Paid-in Retained
of Shares Amount Capital Earnings Total
---------- ------- ------- -------- -----

<S> <C> <C> <C> <C> <C>
Balance, December 31, 1990 500,000 $ 2,500,000 2,419,511 3,242 4,922,753

Net earnings - - - 133,400 133,400
-------- ----------- --------- ------- ---------

Balance, December 31, 1991 500,000 2,500,000 2,419,511 136,642 5,056,153

Net earnings - - - 331,731 331,731
-------- ----------- --------- ------- ---------

Balance, December 31, 1992 500,000 2,500,000 2,419,511 468,373 5,387,884

Net earnings - - - 404,589 404,589
-------- ----------- --------- ------- ---------

Balance, December 31, 1993 500,000 $ 2,500,000 2,419,511 872,962 5,792,473
======== =========== ========= ======= =========

</TABLE>

See accompanying notes to financial statements.

F-12
<PAGE> 63
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Statements of Cash Flows

For the Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 404,589 $ 331,731 $ 133,400
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation, amortization and accretion 235,999 122,058 104,323
Provision for loan losses 250,000 254,000 218,943
Provision for deferred taxes 103,689 (51,497) 8,140
Gain on sales of investment securities (74,620) (16,826) (4,245)
Loss on retirement of equipment 7,015 6,390 3,018
Cumulative effect of accounting change (31,752) - -
Change in:
Interest receivable (70,524) (19,344) (85,188)
Other assets 53,834 (23,269) 186,896
Interest payable (67,174) (183,035) 116,116
Other liabilities (169,035) 180,788 28,788
---------- ---------- ----------

Net cash provided by operating activities 642,021 600,996 710,191
---------- ---------- ----------

Cash flows from investing activities:
Net change in interest bearing deposits with
other banks (277,171) (1,941) 390,677
Purchases of investment securities (6,208,042) (5,823,670) (6,476,208)
Proceeds from sales of investment securities 2,854,031 1,431,172 252,031
Maturities of investment securities 3,495,936 2,400,000 1,450,000
Net change in loans (150,043) (8,700,092) (8,741,045)
Purchases of bank premises and equipment (799,165) (155,589) (111,595)
---------- ---------- ----------

Net cash used by investing activities (1,084,454) (10,850,120) (13,236,140)
---------- ---------- ----------

Cash flows from financing activities:
Net change in demand and savings deposits 2,455,553 (243,765) 7,924,145
Net change in time deposits (109,464) 9,080,956 6,557,673
---------- ---------- ----------

Net cash provided by financing activities 2,346,089 8,837,191 14,481,818
---------- ---------- ----------

Net change in cash and cash equivalents 1,903,656 (1,411,933) 1,955,869

Cash and cash equivalents, beginning of year 4,934,350 6,346,283 4,390,414
---------- ---------- ----------

Cash and cash equivalents, end of year $6,838,006 $4,934,350 $6,346,283
========== ========== ==========

</TABLE>

F-13
<PAGE> 64
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Statements of Cash Flows, continued

For the Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid for interest $ 1,695,257 1,995,913 1,628,944
Cash paid for income taxes $ 424,482 84,400 35,024

Noncash investing and financing activities:
Transfer of loans to other real estate owned $ - 709,750 272,327
Transfers from other real estate owned to loans $ 709,750 272,327 -

</TABLE>

See accompanying notes to financial statements.

F-14
<PAGE> 65
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Notes to Financial Statements, continued

(1) Summary of Significant Accounting Policies

The financial statements are presented in accordance with generally
accepted accounting principles and conform to general
practices within the banking industry. The following is a
summary of the more significant policies.

Organization of the Business
First Columbus Community Bank & Trust Company (the Bank) is a
commercial bank incorporated to serve Columbus and the
surrounding Muscogee County area. The Bank is chartered
and regulated by the Georgia Department of Banking and
Finance and its deposits are insured by and the Bank is
subject to regulation by the Federal Deposit Insurance
Corporation.

Investment Securities
Investment securities are stated at cost, adjusted for amortization of
premiums and accretion of discounts. Sales of investment
securities may be consummated as a result of changing
liquidity needs, capital standards or levels of portfolio
risk. Gains and losses on sales of investment securities
are recognized using the specific identification method
when securities are sold.

Loans and Allowance for Loan Losses
Loans are stated at the principal amount outstanding reduced by an
allowance for loan losses. Interest income on loans is
recognized to reflect a constant rate of return on net
funds outstanding.

Accrual of interest income on individual loans is discontinued when
principal or interest is past due for 90 days or more
unless the loan is well secured and in the process of
collection. Interest accrued but not collected is reversed
against income when a loan is classified as nonaccruing
unless the ultimate collection of interest is probable.
Fees and costs directly related to the origination of
loans are deferred and recognized over the life of the
loans as an adjustment of yield.

The allowance for loan losses is established through a provision for
loan losses charged to expense. Loans are charged against
the allowance for loan losses when management believes
that the collectibility of the principal is unlikely. The
allowance represents an amount which, in management's
judgement, will be adequate to absorb probable losses on
existing loans that may become uncollectible.

Management's judgement in determining the adequacy of the allowance is
based on evaluations of the collectibility of loans.
These evaluations take into consideration such factors as
changes in the nature and volume of the loan portfolio,
currenteconomic conditions that may affect the borrower's
ability to pay, overall portfolio quality, and review of
specific problem loans.

Management believes that the allowance for loan losses is adequate.
While management uses available information to recognize
losses on loans, future additions to the allowance may be
necessary based on changes in economic conditions. In
addition, various regulatory agencies, as an integral part
of their examination process, periodically review the
allowance for possible loan losses. Such agencies may
require additions to the allowance based on their
judgements of information available to them at the time of
their examination.

Estimates, appraisals and evaluations of loans are critical to the
financial statements. Accordingly, changes in such
estimates, appraisals and evaluations might be required
quickly because of changing economic conditions and the
economic prospects of borrowers.

F-15
<PAGE> 66
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Notes to Financial Statements, continued

(1) Summary of Significant Accounting Policies, continued

Premises and Equipment
Premises and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets
for financial reporting purposes and using straight-line and
accelerated methods for income tax purposes. Additions and major
improvements are capitalized while routine maintenance and repairs
are expensed as incurred.

Other Real Estate
Properties acquired through foreclosure are carried at the lower of
cost (defined as fair value at foreclosure) or fair value less
estimated costs to dispose. Accounting standards define fair value
as the amount that is expected to be received in a current sale
between a willing buyer and seller other than in a forced or
liquidation sale. Fair values at foreclosure are based on
appraisals. Losses arising from the acquisition of foreclosed
properties are charged against the allowance for loan losses.
Subsequent writedowns are provided by charges to income through the
allowance for losses on other real estate in the period in which
the need arises.

Net Earnings Per Share
Net earnings per share is calculated based on the weighted average
number of shares of common stock outstanding during the year of
500,000 shares. Stock warrants issued in connection with the
initial stock offering, which expired unexercised on March 31,
1992, and stock options issued to certain officers of the Bank, as
described in Note 8, are considered to be common stock equivalents
for purposes of calculating net earning per share. Common stock
equivalents have not been included in the net earnings per share
calculation for the years ended December 31, 1993, 1992 and 1991
as their effect is less than 3%.

Reclassifications
Certain 1992 and 1991 amounts have been reclassified to conform to
the 1993 presentation.

(2) Investment Securities
The carrying value and the estimated market value of investment
securities at December 31, 1993 and 1992 are presented below:

<TABLE>
<CAPTION>
Gross Gross Estimated
Carrying Unrealized Unrealized Mark
1993 Value Gains Losses Value
---- --------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
U.S. Treasury $ 5,179,974 79,632 29,950 5,229,656
U.S. Government agencies 2,728,156 48,489 4,391 2,772,254
Mortgage-backed securities 4,627,173 65,520 33,279 4,659,414
Municipal securities 595,285 3,922 881 598,326
----------- ------- ------ ----------

$13,130,588 197,563 68,501 13,259,650
=========== ======= ====== ==========

</TABLE>

F-16
<PAGE> 67
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Notes to Financial Statements, continued

(2) Investment Securities, continued
<TABLE>
<CAPTION>
Gross Gross Estimated
Carrying Unrealized Unrealized Market
1992 Value Gains Losses Value
---- --------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
U.S. Treasury $ 5,719,084 101,454 - 5,820,538
U.S. Government agencies 3,940,064 81,814 - 4,021,878
Mortgage-backed securities 3,117,754 39,194 - 3,156,948
Municipal securities 500,840 8,498 - 509,338
------------ ------- -------- -----------

$ 13,277,742 230,960 - 13,508,702
============ ======= ======== ==========
</TABLE>

The carrying value and estimated market value of investment securities
at December 31, 1993, by contractual maturity, are shown
below. Expected maturities will differ from contractual
maturities because borrowers have the right to call or
prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION> Estimated
Carrying Market
Value Value
-------- ----------

<S> <C> <C>
Due in one year or less $ 2,162,058 2,185,624
Due after one year through five years 5,596,072 5,665,348
Due after five years through ten years 745,285 749,264
----------- ----------

8,503,415 8,600,236
Mortgage-backed securities 4,627,173 4,659,414
----------- ----------

$13,130,588 13,259,650
=========== ==========

</TABLE>
Proceeds from sales of investment securities for the years ended
December 31, 1993, 1992 and 1991 were $2,854,031,
$1,431,172 and $252,031, respectively, resulting in gross
gains of $74,620, $16,826 and $4,245, respectively. No
losses were realized in these years.

Investment securities with a carrying value of $7,917,842 and
$10,176,275 at December 31, 1993 and 1992, respectively,
were pledged to secure deposits or public funds as
required by law.

(3) Loans
The composition of the loan portfolio at December 31, 1993 and 1992,
is presented below:

<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Commercial and industrial $ 8,938,985 9,758,540
Real estate - construction and land development 8,626,207 7,862,263
Real estate - mortgage 13,140,075 12,262,118
Installment and other consumer 4,274,844 4,568,186
-------------- ----------

34,980,111 34,451,107
Less: Allowance for loan losses (417,428) (498,217)
-------------- -----------

$ 34,562,683 33,952,890
============== ==========
</TABLE>

F-17
<PAGE> 68
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Notes to Financial Statements, continued

(3) Loans, continued

The Bank grants loans and extensions of credit to individuals and a
variety of firms and corporations located primarily in
Muscogee County, Georgia. Although the Bank has a diversified
loan portfolio, a substantial portion is collateralized by
real estate and is dependent upon the real estate market.

The activity in the allowance for loan losses for the years ended
December 31, 1993, 1992 and 1991 is as follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Balance, beginning of year $ 498,217 290,091 193,500
Provision for loan losses 250,000 254,000 218,943
Loans charged off (368,048) (56,264) (144,399)
Recoveries 37,259 10,390 22,047
--------- -------- -------

Balance, end of year $ 417,428 498,217 290,091
========= ======= =======

</TABLE>
At December 31, 1993 and 1992, the Bank had aggregate non-accrual
loans of $107,531 and $117,320, respectively. Non-accrual
loans had the effect of reducing interest income by $9,587,
$4,518 and $4,500 for the years ended December 31, 1993,
1992 and 1991, respectively.

(4) Bank Premises and Equipment
Bank premises and equipment consist of the following:

<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Land $ 145,703 -
Bank building 548,695 -
Leasehold improvements 337,139 349,028
Equipment, furniture and fixtures 730,177 625,410
---------- --------

1,761,714 974,438
Less: Accumulated depreciation and
amortization (465,329) (324,229)
---------- --------

$1,296,385 650,209
========== ========
</TABLE>

Depreciation expense was approximately $146,000, $95,000 and $76,000
in 1993, 1992 and 1991, respectively.

F-18
<PAGE> 69
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Notes to Financial Statements, continued

(5) Other Real Estate
In accordance with the American Institute of Certified Public
Accountants' Statement of Position 92-3 "Accounting for Foreclosed
Assets", the Bank established a valuation allowance for other
real estate for the year ended December 31, 1992. The allowance
represents an amount which, in management's judgement, is
adequate to absorb both losses on other real estate owned and the
estimated cost to dispose of the properties. The following is a
summary of the changes in other real estate and the related
valuation allowance for losses on other real estate for the year
ended December 31, 1993.

<TABLE>
<CAPTION>
Other
Real Estate Allowance Total
----------- --------- -----

<S> <C> <C> <C>
Balance, beginning of year $ 756,021 46,271 709,750
Deletions - sales 756,021 46,271 709,750
--------- ------ -------

Balance, end of year $ - - -
========= ====== ========

</TABLE>
(6) Commitments
In the normal course of business, the Bank is obligated for rental
payments under operating lease agreements which contain renewal
options for certain banking facilities. Rent expense for the
years ended December 31, 1993, 1992 and 1991 approximated $76,600,
$120,500 and $108,000, respectively.

Annual future minimum payments for the noncancellable leases are as
follows:

<TABLE>
<S> <C>
1994 $ 56,160
1995 56,160
1996 56,160
1997 56,160
1998 56,160
Thereafter 694,200
-------

$975,000
=======
</TABLE>

The Bank is a party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financing needs
of its customers. These financial instruments include commitments
to extend credit, standby letters of credit and financial
guarantees. These instruments involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the
balance sheet. The contract amount of these instruments reflects
the extent of involvement the Bank has in particular classes of
financial instruments.

The exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend
credit and standby letters of credit and financial guarantees
written is represented by the contractual amount of these
instruments. The same credit policies are used in making
commitments and conditional obligations as for on-balance-sheet
instruments.

F-19
<PAGE> 70
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Notes to Financial Statements, continued

(6) Commitments, continued

In most cases collateral or other security is required to support
financial instruments with credit risk.

<TABLE>
<CAPTION>
December 31
Approximate
Contract Amount
---------------
<S> <C> <C>
1993 1992
---- ----
Financial instruments whose contract amounts
represent credit risk:
Commitments to extend credit $ 4,758,200 6,107,500
Standby letters of credit and
financial guarantees written $ 209,400 25,000

</TABLE>

Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Since
many of the commitments may expire without being drawn upon, the
total commitment amounts do not necessarily represent future cash
requirements. The Bank evaluates each customer's creditworthiness
on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Bank, upon extension of credit is based on
management's credit evaluation. The type of collateral held varies,
but may include unimproved and improved real estate, certificates
of deposit, or personal property.

Standby letters of credit and financial guarantees written are
conditional commitments issued by the Bank to guarantee the
performance of a customer to a third party. Those guarantees are
primarily issued to local businesses. The credit risk involved in
issuing letters of credit is essentially the same as that involved
in extending loan facilities to customers. The Bank holds real
estate, equipment and certificates of deposit as collateral
supporting those commitments for which collateral is deemed
necessary. The amount collateralized was 100% at December 31, 1993
and 1992.

(7) Dividend Restrictions
Georgia banking laws limit the amount of dividends which the Bank may
pay without obtaining prior approval from the Georgia Department
of Banking and Finance (the Department). Such approval would be
required if either (a) the Bank's ratio of equity capital to
adjusted total assets is less than 6%; (b) the aggregate amount of
dividends declared or anticipated to be declared by the Bank in
that calendar year exceeds 50% of the net profits, after taxes but
before dividends, of the Bank for the previous calendar year; or
(c) the percentage of the Bank's assets classified as doubtful as
to repayment or recovery by the Department at its most recent
examination of the Bank exceeds 80% of the Bank's equity capital. No
dividends have been declared as of December 31, 1993.

(8) Employee Benefit Plans
Effective January 1, 1992, the Bank adopted a 401(k) Plan (the Plan)
for all employees having at least one year of service.
Contributions to the plan are determined annually by the Board of
Directors. The Bank contributed $23,336 and $15,000 for the years
ended December 31, 1993 and 1992.

F-20
<PAGE> 71
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Notes to Financial Statements, continued

(8) Employee Benefit Plans, continued

In connection with the Bank's formation and initial offering, 105,000
non-transferable warrants were issued to the Bank's organizers.
The warrants allowed each holder to purchase one additional share
of common stock for each share purchased in connection with the
initial offering and were exercisable for four years from the
date of the Bank's incorporation (March 21, 1988) at the greater
of (a) $10.00 per share or (b) the book value per share of the
common stock determined as of the exercise date. These warrants
expired on March 31, 1992 without being exercised.

On January 15, 1991, the Board of Directors granted options for 10,000
shares of the Bank's common stock to certain key employees of the
Bank. Under the terms of the plan, the exercise price of these
options is $9 per share, the fair market value on the date of the
grant. All options under this plan have a term of not more than
ten years from the grant date. As of December 31, 1993, no options
had been exercised under this plan.

The Board of Directors may grant stock options for shares of the
Bank's common stock to the president of the Bank pursuant to his
employment agreement. The number of shares to be granted under
this arrangement is contingent on the Bank's ability to attain
certain levels of profitability during its first five full years
of operations. The stock options will be exercisable through
January 1996 at the book value per share of common stock on the
date of the award. In January 1994, the Board of Directors granted
options to purchase all or any part of 25,000 shares pursuant to the
stock option arrangement.

(9) Income Taxes
Effective January 1, 1993, the Bank changed its method of accounting
for income taxes from the 0 deferred method required under
Accounting Principles Board (APB) Opinion No. 11 to the asset and
liability method required by Statement of Financial Accounting
Standards (SFAS) No. 109. SFAS 109 requires the recognition of
deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax basis. Additionally, the new accounting
standard requires the recognition of future tax benefits, such
as net operating loss carryforwards, to the extent that
realization of such benefits is more likely than not. In the event
the future tax consequences of differences between the financial
reporting bases and the tax bases of the Bank's assets and
liabilities results in deferred tax assets, the new standard
requires an evaluation of the probability of being able to realize
the future benefits indicated by such asset. A valuation allowance
is provided for the portion of the deferred tax asset when it is
more likely than not that some portion or all of the deferred tax
asset will not be realized. The adoption of SFAS 109 resulted in a
cumulative effect that increased net earnings for 1993 by $31,752,
or $.06 per common share.

The components of income tax expense for the years ended December 31,
1993, 1992, and 1991 are as follows:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Current $105,295 217,748 59,508
Deferred (reduction) 103,689 (51,497) 8,140
-------- ------- ------

$208,984 166,251 67,648
======== ======= ======
</TABLE>

F-21
<PAGE> 72
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Notes to Financial Statements, continued

(9) Income Taxes, continued

The differences between the provision for income taxes and the amount
computed by applying the statutory federal income tax rate to
earnings before taxes are as follows:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Pretax income at statutory rates $ 197,819 169,315 68,355
Add (deduct):
Tax-exempt interest income (9,991) (6,639) (942)
Non-deductible life insurance 1,858 1,529 1,062
Other 19,298 2,046 (827)
--------- ------- ------

$ 208,984 166,251 67,648
========= ======= ======

</TABLE>
The following summarizes the sources and expected tax consequences of
future taxable deductions (income) which comprise the net deferred
tax asset. The deferred tax asset is included as a component of
other assets at December 31, 1993.

<TABLE>
<S> <C>
Allowance for loan losses $ 34,743
Depreciation (18,287)
State net operating loss carryforward 59,578
State income tax credits 29,419
Other 6,214
--------

111,667
Less: Valuation allowance (88,997)
--------

Net deferred tax asset $ 22,670
========

</TABLE>
The net change in the valuation allowance for the year ended December
31, 1993 for deferred tax assets was an increase of $8,211. The
increase relates to additional state tax operating loss
carryforwards and credits generated in 1993 which currently are
not expected to be realized. The valuation allowance at December
31, 1993 of $88,997 is required due to state tax operating loss
carryforwards and state tax credits for which the utilization of
such attributes is not certain. These benefits will be recognized
for financial reporting when their realization is more likely
than not.

The sources of deferred income taxes and their related tax effects for
the years ended December 31, 1992 and 1991 are as follows:
<TABLE>
<CAPTION>
1992 1991
---- ----
<S> <C> <C>
Pre-opening costs $ 17,175 16,937
Provision for loan losses (49,257) (5,453)
Capitalized other real estate expenses
and write-downs, net (12,242) (3,490)
Accelerated depreciation (4,078) 2,518
Nonaccrual loan interest (6) (1,530)
Other, net (3,089) (842)
-------- ------

$(51,497) 8,140
======== ======

</TABLE>

F-22
<PAGE> 73
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

Notes to Financial Statements, continued

(10) Related Party Transactions
In the normal course of business, executive officers and directors of
the Bank, including certain business organizations and individuals
associated with them, maintain a variety of banking relationships
with the Bank. Loans to executive officers and directors are made
on terms comparable to those available to other Bank customers.
The following table summarizes related party loan activity during
1993.

<TABLE>
<S> <C>
Beginning balance $ 2,588,873
New loans 2,194,237
Repayments (3,063,456)
-----------

Ending balance $ 1,719,654
===========

</TABLE>
(11) Other Operating Expenses
Components of other operating expenses which are greater than 1% of
interest income and other income are as follows:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Stationery and printing $ 47,725 44,581 34,432
FDIC assessment 108,655 92,887 55,536
Charge card processing 37,837 52,824 34,718

</TABLE>
(12) Business Combination
On January 7, 1994, the Bank signed an Agreement and Plan of Merger,
whereby the Bank proposed to merge with SouthTrust Bank of Columbus,
National Association, a subsidiary of SouthTrust Corporation, an
Alabama based bank holding company. SouthTrust Bank of Columbus,
National Association will be the name of the surviving association.
The terms of the agreement state that SouthTrust Corporation will
issue 1.00 share of common stock for each outstanding share of First
Columbus stock immediately prior to the conversion. Unaudited
consolidated total assets of SouthTrust Corporation as of December
31, 1993 were reported to be $14.7 billion, and unaudited
consolidated net earnings were $150.5 million for the year then
ended. The merger is subject to shareholder and regulatory approval.

F-23
<PAGE> 74

FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- JULY 22, 1994

(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FIRST COLUMBUS COMMUNITY
BANK & TRUST COMPANY)

The undersigned shareholder of First Columbus Bank & Trust Company ("First
Columbus") hereby appoints George W. Jeter, Dennis W. Calhoun and Lee R.
Grogan, Sr., and each of them, with full power of substitution, proxies to vote
the shares of stock which the undersigned could vote if personally present at
the Special Meeting of the Shareholders of First Columbus to be held in
Columbus, Georgia on July 22, 1994, at 10:00 a.m., local time, or at any
adjournment thereof:

(1) PROPOSAL TO MERGE FIRST COLUMBUS INTO SOUTHTRUST BANK OF
COLUMBUS, NATIONAL ASSOCIATION

FOR [ ] AGAINST [ ] ABSTAIN [ ] with respect to the approval of
that certain Agreement and Plan of Merger among First Columbus, SouthTrust
Corporation ("SouthTrust"), and SouthTrust Bank of Columbus, National
Association, a wholly-owned subsidiary of SouthTrust ("ST-Bank"), pursuant to
which First Columbus will be merged into ST-Bank and each share of common stock
of First Columbus outstanding as of the Effective Time of the Merger shall be
converted into the right to receive 1.00 share of common stock of SouthTrust,
as described in more detail in the Proxy Statement/Prospectus dated June 23,
1994;

(2) PROPOSAL TO PERMIT FURTHER SOLICITATION OF PROXIES.

FOR [ ] AGAINST [ ] ABSTAIN [ ] with respect to adjournment of the
Special Meeting to a later date if necessary to permit further solicitation of
proxies in order to obtain a quorum or to obtain sufficient votes to approve
the Merger Agreement and the transactions contemplated thereby; and

(3) IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OF SHAREHOLDERS OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.

(Continued and to be signed on the other side)
<PAGE> 75
(Continued from the other side)

THE PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, THE PROXY WILL
BE VOTED FOR PROPOSAL (1).

Dated: ________________, 1994 ____________________________________________
(Signature(s) of Shareholder)

Please date and sign exactly as name appears hereon. If shares are held
jointly, each shareholder should sign. Agents, executors, administrators,
guardians, trustees, etc., should use full title, and, if more than one, all
should sign. If the shareholder is a corporation, please sign full corporate
name by an authorized officer.
<PAGE> 76

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY

AND

SOUTHTRUST BANK OF COLUMBUS, NATIONAL ASSOCIATION

UNDER THE CHARTER OF

SOUTHTRUST BANK OF COLUMBUS, NATIONAL ASSOCIATION

JOINED IN BY

SOUTHTRUST CORPORATION
<PAGE> 77

ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date............... 2
Section 1.2 Effect of Merger .................................. 3
Section 1.3 Further Assurances ................................ 3
Section 1.4 Directors and Officers ............................ 3
Section 1.5 Stockholder Approval .............................. 4
Section 1.6 Locations of Offices............................... 4

ARTICLE II

CONVERSION OF FIRST COLUMBUS
AND ST-BANK SHARES

Section 2.1 Manner of Conversion .............................. 4
Section 2.2 First Columbus Stock Options and Related Matters .. 5
Section 2.3 Fractional Shares ................................. 7
Section 2.4 Effectuating Exchange ............................. 7
Section 2.5 Capitalization of Resulting Association ........... 8
Section 2.6 Laws of Escheat ................................... 9

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF FIRST COLUMBUS

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

ii
<PAGE> 78
Section 3.20 Insurance ......................................... 19
Section 3.21 Labor ............................................. 19
Section 3.22 Compliance with Laws .............................. 19
Section 3.23 Transactions with Management ...................... 19
Section 3.24 Proxy Materials ................................... 20
Section 3.25 Deposit Insurance ................................. 20
Section 3.26 Untrue Statements and Omissions ................... 20

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-BANK

Section 4.1 Organization and Related Matters of SouthTrust .... 20
Section 4.2 Organization and Related Matters of ST-Bank ....... 21
Section 4.3 Capitalization .................................... 21
Section 4.4 Authorization ..................................... 21
Section 4.5 Financial Statements .............................. 22
Section 4.6 Absence of Certain Changes or Events .............. 23
Section 4.7 Legal Proceedings, Etc............................. 23
Section 4.8 Insurance ......................................... 23
Section 4.9 Consents and Approvals ............................ 23
Section 4.10 Proxy Materials ................................... 23
Section 4.11 No Broker's or Finder's Fees ...................... 23
Section 4.12 Untrue Statements and Omissions ................... 24
Section 4.13 Compliance with Laws .............................. 24
Section 4.14 Regulatory Matters. ............................... 24

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of First Columbus ......... 24
Section 5.2 Current Information ............................... 26
Section 5.3 Access to Properties; Personnel and Records ....... 26
Section 5.4 Approval of Shareholders .......................... 28
Section 5.5 No Other Bids ..................................... 28
Section 5.6 Notice of Deadlines ............................... 28
Section 5.7 Affiliates ........................................ 28
Section 5.8 Maintenance of Properties ......................... 29
Section 5.9 Environmental Audits .............................. 29
Section 5.10 Title Insurance ................................... 29
Section 5.11 Surveys ........................................... 29
Section 5.12 Compliance Matters ................................ 29
Section 5.13 Exemption Under Takeover Statutes ................. 29

iii
<PAGE> 79
ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation ......................... 30
Section 6.2 Regulatory Matters ................................ 30
Section 6.3 Other Matters ..................................... 30
Section 6.4 Indemnification ................................... 32
Section 6.5 Current Information ............................... 33
Section 6.6 Registration Statement ............................ 33
Section 6.7 Reservation of Shares ............................. 33
Section 6.8 Consideration ..................................... 33

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

Section 7.1 Shareholder Approval .............................. 33
Section 7.2 Regulatory Approvals .............................. 33
Section 7.3 Litigation ....................................... 34
Section 7.4 Proxy Statement; Registration Statement ........... 34

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-BANK

Section 8.1 Representations and Warranties .................... 34
Section 8.2 Performance of Obligations ........................ 34
Section 8.3 Certificate Representing Satisfaction of Conditions 34
Section 8.4 Absence of Adverse Facts .......................... 34
Section 8.5 Opinion of Counsel ................................ 35
Section 8.6 Consents Under Agreements ......................... 35
Section 8.7 Material Condition ................................ 35
Section 8.8 Matters Relating to Employment Agreements ......... 35
Section 8.9 Acknowledgment of Option Conversion Exercise ...... 35
Section 8.10 Outstanding Shares of First Columbus............... 36
Section 8.11 Dissenters ........................................ 36
Section 8.12 Certification of Claims ........................... 36

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF FIRST COLUMBUS

Section 9.1 Representations and Warranties .................... 36
Section 9.2 Performance of Obligations ........................ 36
Section 9.3 Certificate Representing Satisfaction of Conditions 36
Section 9.4 Absence of Adverse Facts .......................... 36

iv
<PAGE> 80
Section 9.5 Consents Under Agreements ......................... 37
Section 9.6 Opinion of Counsel ................................ 37

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination ....................................... 37
Section 10.2 Effect of Termination ............................. 38
Section 10.3 Amendments ........................................ 38
Section 10.4 Waivers ........................................... 38
Section 10.5 Non-Survival of Representations and Warranties .... 38

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement .................................. 39
Section 11.2 Notices ........................................... 39
Section 11.3 Severability ...................................... 40
Section 11.4 Costs and Expenses ................................ 40
Section 11.5 Captions .......................................... 40
Section 11.6 Counterparts ...................................... 40
Section 11.7 Governing Law ..................................... 41
Section 11.8 Persons Bound; No Assignment ...................... 41
Section 11.9 Exhibits and Schedules ............................ 41
Section 11.10 Waiver ............................................ 41
Section 11.11 Construction of Terms ............................. 41

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AGREEMENT AND PLAN OF MERGER
OF
FIRST COLUMBUS COMMUNITY BANK & TRUST COMPANY
AND
SOUTHTRUST BANK OF COLUMBUS, NATIONAL ASSOCIATION
UNDER THE CHARTER OF
SOUTHTRUST BANK OF COLUMBUS, NATIONAL ASSOCIATION
JOINED IN BY
SOUTHTRUST CORPORATION

This AGREEMENT AND PLAN OF MERGER, dated as of the 7th day of January,
1994 (this "Agreement"), by and between First Columbus Community Bank & Trust
Company, a Georgia state banking corporation ("First Columbus"), and SouthTrust
Bank of Columbus, National Association, a national banking association
("ST-Bank"), and joined in by SouthTrust Corporation, a Delaware corporation
("SouthTrust").

WITNESSETH THAT:

WHEREAS, the respective Boards of Directors of ST-Bank and First
Columbus deem it in the best interests of ST-Bank and First Columbus,
respectively, and of their respective shareholders, that ST-Bank and First
Columbus merge (the "Merger") pursuant to this Agreement in a transaction that
qualifies as a reorganization pursuant to Section 368(a) of the Internal
Revenue Code of 1986 (the "Code");

WHEREAS, the Boards of Directors of ST-Bank and First Columbus 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 Georgia and of the United States;

WHEREAS, SouthTrust owns all the issued and outstanding capital stock
of ST-Bank; and

WHEREAS, SouthTrust will deliver, or cause to be delivered, to the
shareholders of First Columbus 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 ST-Bank and First Columbus shall be merged and that the
terms and conditions of the Merger and the mode of carrying the Merger into
effect, including the manner of converting the shares of common stock of First
Columbus, par value $5.00 per share, into the shares of common stock, par value
$2.50 per share, of SouthTrust, shall be as hereinafter set forth.

<PAGE> 82
ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date. (a) Subject to the
provisions hereof, First Columbus shall be merged with and into ST-Bank (which
has heretofore and shall hereinafter be referred to as the "Merger") pursuant
to Section 7-1-556 of the Financial Institutions Code of Georgia (the "Georgia
Code") and 12 U.S.C. Section 215a under the charter of ST-Bank, and the name of
the surviving association shall be "SouthTrust Bank of Columbus, National
Association" (sometimes hereinafter referred to as "Surviving Association" 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 the
Merger is deemed effective by each of the Georgia Department of Banking and
Finance (the "Georgia Department") and the Office of Comptroller of the
Currency (the "OCC") (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 First Columbus, the Effective Time of
the Merger shall occur on the 10th business day following the later to occur of
(i) the effective date (including expiration of any applicable waiting period)
of the last required Consent (as defined below) of any Regulatory Authority (as
defined below) having authority over the transactions contemplated under this
Agreement and (ii) the date on which the shareholders of First Columbus, to the
extent that 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 Federal Deposit Insurance Corporation
(the "FDIC"), the Georgia Department and all other state regulatory agencies
having jurisdiction over the parties and any of their respective 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 First Columbus 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 business of the Surviving Association shall be
that of a national banking association. The Surviving Association shall not
have trust powers.

(d) The shares of common stock, par value $40.00 per
share, of ST-Bank issued and outstanding immediately prior to the Effective
Time of the Merger shall remain outstanding and unchanged after the Merger and
shall thereafter constitute all of the issued and outstanding shares of
capital stock of the Surviving Association.

(e) As of September 30, 1993, ST-Bank had total capital
of $6,223,000 divided into 10,000 shares of common stock, and undivided
profits, including capital reserves,

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of $7,109,000. As of September 30, 1993, First Columbus had total capital of
$5,684,000, divided into 500,000 shares of common stock, par value $5.00, and
undivided profits and surplus, including capital reserves, of $3,184,000.

(f) After the Effective Time of the Merger, the
Surviving Association shall have 10,000 shares of common stock, par value
$40.00 per share ("ST-Bank Common Stock"), authorized, 10,000 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 Surviving Association
shall be $400,000, and the total capital of the Surviving Association shall
consist of such capital stock, plus the combined capital and surplus of First
Columbus and ST-Bank (as stated in Section 1.1(e) hereof), adjusted, however,
for earnings (losses) between September 30, 1993 and the Effective Time of the
Merger.

Section 1.2 Effect of Merger. At the Effective Time of the Merger, First
Columbus shall be merged with and into ST-Bank and the separate existence of
First Columbus shall cease. The Articles of Association and Bylaws of ST-Bank,
as in effect on the date hereof and as otherwise amended prior to the Effective
Time of the Merger (copies of which are set forth on Schedule I hereto which is
incorporated herein in its entirety), shall be the Articles of Association and
the Bylaws of the Surviving Association until further amended as provided
therein and in accordance with applicable law. The Surviving Association shall
have all the rights, franchises, privileges, immunities and powers and shall be
subject to all the duties and liabilities of a national banking association
organized under the laws of the United States and shall thereupon and
thereafter possess all other rights, privileges, immunities and franchises of a
private, as well as of a public nature, of each of the merging institutions.
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 merging institutions
so merged shall be taken and deemed to be transferred to and vested in the
Surviving Association without further act or deed. The title to any real
estate, or any interest therein, vested in any of the merging institutions
shall not revert or be in any way impaired by reason of the Merger. The
Surviving Association shall thenceforth be responsible and liable for all the
liabilities and obligations of each of the merging institutions so merged, and
any claim existing or action or proceeding pending by or against either of the
merging institutions may be prosecuted as if the Merger had not taken place or
the Surviving Association may be substituted in its place. Neither the rights
of creditors nor any liens upon the property of any merging institution 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 the Surviving Association, the officers
and directors of First Columbus and ST-Bank last in office shall execute and
deliver or cause to be executed and delivered in the name of First Columbus and
ST-Bank 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 Surviving Association title to and
possession of all of the property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of First Columbus and ST-Bank.

Section 1.4 Directors and Officers. From and after the Effective Time
of the Merger, the directors of the Surviving Association shall be those
persons theretofore serving as directors of ST-Bank and the executive officers
of the Surviving Association shall be those persons who

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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 number,
names and residence addresses and terms of the directors, and the names and
residence addresses of the executive officers of the Surviving Association are
set forth on Schedule II hereto, which is incorporated herein in its entirety.

Section 1.5 Stockholder Approval. This Agreement is subject to approval
by the affirmative vote of holders of at least two-thirds of the outstanding
capital stock of ST-Bank, and by the affirmative vote of at least two-thirds of
the outstanding capital stock of First Columbus.

Section 1.6 Locations of Offices. The locations of the principal
offices and branch offices of each of First Columbus and ST-Bank are listed on
Schedule III hereto which is incorporated herein in its entirety. The Surviving
Association will conduct its business at each of these offices and branch
offices after the Effective Time of the Merger.

ARTICLE II

CONVERSION OF FIRST COLUMBUS
AND ST-BANK SHARES

Section 2.1 Manner of Conversion. 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 First
Columbus, par value $5.00 per share (the "First Columbus Shares"):

(a) All First Columbus Shares which are held by First Columbus 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 and except
with regard to Dissenting First Columbus Shares (as hereinafter
defined), each First Columbus Share outstanding immediately
prior to the Effective Time of the Merger shall be converted
into the right to receive 1.00 share 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.) (together, the "SouthTrust Shares") (such
fraction, 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.

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(c) Each outstanding First Columbus Share, the holder of which has
demanded and perfected his demand for payment of the value of
such share in accordance with 12 U.S.C. Section Section 215a (b)
- (d) and Section 7-1-537 of the Georgia Code (the "Dissent
Provisions"), to the extent applicable, and has not effectively
withdrawn or lost his right to such appraisal (the "Dissenting
First Columbus 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. First Columbus shall give
SouthTrust prompt notice upon receipt by First Columbus of any
written objection to the Merger and any written demands for
payment of the fair or appraised value of First Columbus Shares,
and of withdrawals of such demands, and any other instruments
provided to First Columbus 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 First Columbus Shares held by such
Dissenting Shareholder shall receive payment therefor from the
Surviving Association (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 First Columbus Shares shall be canceled. Prior to
the Effective Time of the Merger, First Columbus shall not,
except with the prior written consent of SouthTrust, 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 First Columbus Shares held by
such Dissenting Shareholder shall thereupon be deemed to have
been converted into the right to receive the consideration to be
paid in the Merger as provided by this Agreement.

Section 2.2 First Columbus Stock Options and Related Matters. (a) As of
the Effective Time of the Merger, all rights with respect to the First Columbus
Shares issuable pursuant to the exercise of stock options ("First Columbus
Options") granted by First Columbus under stock option plans or employment
agreements of First Columbus (the "First Columbus Stock Option Plans"), which
are outstanding at the Effective Time of the Merger, whether or not such First
Columbus Options are then exercisable, shall, subject to this section, be
assumed by SouthTrust in accordance with the terms of the particular First
Columbus Stock Option Plan under which such First Columbus Options were issued
and the stock option agreement by which such First Columbus Options are
evidenced. From and after the Effective Time of the Merger, (i) each First
Columbus Option assumed by SouthTrust hereunder may be exercised solely for
SouthTrust Shares, (ii) the number of SouthTrust Shares subject to such First
Columbus Option shall be equal to the number of First Columbus Shares subject
to such First Columbus Option

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immediately prior to the Effective Time of the Merger multiplied by the
Conversion Ratio and (iii) the per share exercise price under each such First
Columbus Option shall be adjusted by dividing the per share exercise price
under each such First Columbus Option by the Conversion Ratio and rounding down
to the nearest cent.

(b) At all times after the Effective Time of the Merger,
SouthTrust shall reserve for issuance such number of SouthTrust Shares as shall
be necessary to permit the exercise of the First Columbus Options in the manner
contemplated by this Agreement. At or prior to, or (at the election of
SouthTrust) within a reasonable time after, the Effective Time of the Merger,
SouthTrust shall file a Registration Statement on Form S-3 or Form S-8, as the
case may be (or any successor or other appropriate form) with respect to the
SouthTrust Shares subject to the First Columbus Options and shall use its best
efforts to maintain the effectiveness of such registration statement or
registration statements (and maintain the current status of the prospectus or
prospectuses contained therein) for so long as any of the First Columbus
Options remain outstanding. SouthTrust shall make any filings required under
any applicable state securities laws to qualify the SouthTrust Shares subject
to such First Columbus Options for resale thereunder.

(c) The number of SouthTrust Shares subject to the First
Columbus 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 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 First
Columbus 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 First Columbus Shares
awarded under a First Columbus 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 6.6,
below. Except as otherwise provided herein, (i) the provisions of the First
Columbus Stock Option Plans that provide for the issuance or grant of any other
interest in respect of the capital stock of First Columbus shall be deleted as
of the Effective Time of the Merger and (ii) First Columbus shall take all
reasonable steps to ensure that following the Effective Time of the Merger no
holder of First Columbus Options shall have any right thereunder to acquire any
equity securities of First Columbus.

(e) First Columbus acknowledges that the holders of First
Columbus 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, First Columbus shall
procure from each holder of First Columbus Options, and shall deliver to
SouthTrust at the Closing, an executed acknowledgement of the treatment and
disposition of such holder's First Columbus Options, as provided for under
Section 2.2 of this Agreement.

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Section 2.3 Fractional Shares. Notwithstanding any other provision of
this Agreement, each holder of First Columbus 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 the National
Association of Securities Dealers, Inc. Automated Quotation System-National
Market System ("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 Exchange (a) As soon as practicable following
the Closing Date, SouthTrust shall send or cause to be sent to each former
holder of record of First Columbus Shares transmittal materials (the "Letter of
Transmittal") for use in exchanging their certificates formerly representing
First Columbus 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 First Columbus Shares for the
consideration contemplated by this Agreement and will require each holder of
First Columbus Shares to transfer good and marketable title to such First
Columbus Shares to SouthTrust, free and clear of all liens, claims and
encumbrances. Upon receipt of properly completed Letters of Transmittal,
SouthTrust shall cause the appropriate number of SouthTrust Shares to be issued
to the former holders of First Columbus Shares. Amounts that would have been
payable to Dissenting Shareholders for First Columbus Shares but for the fact
of their dissent in accordance with the provisions of Section 2.1 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 First Columbus shall be closed as to holders of First
Columbus Shares immediately prior to the Effective Time of the Merger and no
transfer of First Columbus Shares by any such holder shall thereafter be made
or recognized and each outstanding certificate formerly representing First
Columbus Shares shall, without any action on the part of any holder thereof,
no longer represent First Columbus Shares. If, after the Effective Time of the
Merger, certificates are properly presented to SouthTrust, such certificates
shall be exchanged for the consideration contemplated by this Agreement into
which the First Columbus Shares represented thereby were converted in the
Merger.

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

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(i) An affidavit or other evidence to the reasonable
satisfaction of SouthTrust that any such certificate
has been lost, wrongfully taken or destroyed;

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

(iii) Evidence to the satisfaction of SouthTrust that such
holder is the owner of the First Columbus 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 is to be made to a person other than the person
in whose name any certificate representing First Columbus 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 that
such tax has been paid or is not applicable.

(e) No holder of First Columbus 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.
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 First Columbus Shares,
and SouthTrust shall not be obligated to deliver any of the consideration
contemplated by this Agreement or any amount of cash representing fractional
SouthTrust Shares until such holder shall surrender the certificate or
certificates representing First Columbus 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 amount of any cash
with respect to a fractional interest in 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 Capitalization of Resulting Association. As of the
Effective Time of the Merger, the aggregate amount of the surplus fund, the
retained earnings and the undivided profits of the Resulting Association shall
be an amount equal to the combined surplus fund, capital funds and undivided
profits of First Columbus and ST-Bank set forth in Section 1.1(e) of this
Agreement, as adjusted for the operations of First Columbus and ST-Bank in the
ordinary course of business between the date specified in Section 1.1(e) of
this Agreement and the Effective Time of the Merger.

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Section 2.6 Laws of Escheat. If any of the consideration due to be paid
or delivered to the holders of First Columbus 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 shall be entitled to dispose of
any such consideration in accordance with applicable laws concerning abandoned
property, escheat or similar laws. Any other provision of this Agreement
notwithstanding, none of First Columbus, SouthTrust, ST-Bank, nor any other
person acting on their behalf shall be liable to a holder of First Columbus
Shares for any amount paid or property delivered in good faith to a public
official pursuant to and in accordance with any applicable abandoned property,
escheat or similar law.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF FIRST COLUMBUS

First Columbus hereby represents and warrants to SouthTrust and ST-Bank
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) First Columbus is a banking
corporation duly organized, validly existing and in good standing under the
laws of the State of Georgia. First Columbus 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 First Columbus is duly
licensed or qualified to do business in Georgia 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 First Columbus. True and correct copies of the Articles of
Incorporation of First Columbus and the Bylaws of First Columbus, each as
amended to the date hereof, have been delivered to SouthTrust.

(b) First Columbus 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 First Columbus.

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

(d) The minute books of First Columbus contain 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).

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Section 3.2 Capitalization. The authorized capital stock of First
Columbus consists of 10,000,000 shares of common stock, par value $5.00 per
share (hereinbefore and hereinafter referred to as "First Columbus Shares"),
500,000 shares of which as of the date hereof are issued and outstanding (none
of which is held in the treasury of First Columbus), and no shares of preferred
stock. All of the issued and outstanding First Columbus 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 First Columbus, or any securities or rights
convertible into or exchangeable for shares of capital stock of First Columbus,
except for options to purchase 35,000 shares of First Columbus common stock
(which are described in more detail in Disclosure Schedule 3.2).

Section 3.3 Financial Statements; Filings. (a) First Columbus has
previously delivered to SouthTrust copies of the financial statements of First
Columbus as of and for the years ended December 31, 1992, 1991 and 1990, and
financial statements of First Columbus as of and for the periods ended March
31, 1993, June 30, 1993 and September 30, 1993, and First Columbus 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 First Columbus, the financial statements of First
Columbus as of and for such subsequent calendar quarter (or other reporting
period) or year (such financial statements, unless otherwise indicated, being
hereinafter referred to collectively as the "Financial Statements of First
Columbus").

(b) First Columbus has previously delivered to SouthTrust
copies of the Call Reports of First Columbus as of and for the years ended
December 31, 1992, 1991 and 1990, and the Call Reports of First Columbus as of
and for the periods ended March 31, 1993, June 30, 1993, and September 30,
1993, and First Columbus 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 First Columbus, the
Call Reports of First Columbus as of and for each such subsequent calendar
quarter (or other reporting period) or year (such Call Reports, unless
otherwise indicated, being hereinafter referred to collectively as the "Call
Reports of First Columbus").

(c) Each of the Financial Statements of First Columbus
and each of the Call Reports of First Columbus (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 First Columbus have been, are
being, and will be maintained in all material respects in accordance with
applicable legal and accounting requirements and reflect only actual
transactions. Each of the Financial Statements of First Columbus and each of
the Call Reports of First Columbus (including the related notes, where
applicable) fairly present or will fairly present the financial position of
First Columbus as of the respective dates thereof and fairly present or will
fairly present the results of operations of First Columbus for the respective
periods therein set forth.

(d) To the extent not prohibited by law, First Columbus
has heretofore delivered or made available, or caused to be delivered or made
available, to SouthTrust all

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reports and filings made or required to be made by First Columbus 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.

(e) Since December 31, 1992, First Columbus 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 First Columbus, except obligations and
liabilities (i) which are accrued or reserved against in the Financial
Statements of First Columbus or the Call Reports of First Columbus, 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, First Columbus has not incurred or paid any obligation or
liability which would be material to the Condition of First Columbus, 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 $10,000 reflected as assets in the Financial Statements of First Columbus
and the Call Reports of First Columbus as of and for the year ended December
31, 1992 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 First Columbus and the Call Reports of First Columbus as of and for the year
ended December 31, 1992 were, and the allowance for possible loan losses to be
shown on the Financial Statements of First Columbus and the Call Reports of
First Columbus 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 First Columbus and other
extensions of credit (including letters of credit or commitments to make loans
or extend credit), and (iii) each such allowance described in (ii) above has
been established in accordance with the accounting principles described in
Section 3.3(c).

Section 3.5 Certain Loans and Related Matters. Except as set forth in
Disclosure Schedule 3.5, First Columbus 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 $10,000 per loan,
under the terms of which the obligor is sixty (60) days delinquent in payment
of principal or interest, or to the knowledge of First Columbus, 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 First Columbus 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 First Columbus or any ten percent (10%) shareholder of First
Columbus, or any person, corporation or enterprise controlling, controlled by
or under common control with any of the foregoing; or (iv) loan agreement, note

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or borrowing arrangement, to the knowledge of First Columbus, in violation of
any law, regulation or rule applicable to First Columbus 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 First Columbus. As of the date of any Financial Statement of First
Columbus and any Call Report of First Columbus subsequent to the execution of
this Agreement, including the date of the Financial Statements of First
Columbus and the Call Reports of First Columbus that immediately precede the
Effective Time of the Merger, there shall not have been any material increase
in the loan agreements, notes or borrowing arrangements described in (i)
through (iv) above and Disclosure Schedule 3.5.

Section 3.6 Authority; No Violation. (a) First Columbus has full
corporate power and authority to execute and deliver this Agreement and,
subject to the approval of the shareholders of First Columbus and to the
receipt of the Consents of the Regulatory Authorities, to consummate the
transactions contemplated hereby. The Board of Directors of First Columbus 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 First Columbus'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 First Columbus are
necessary to consummate the transactions so contemplated. This Agreement, when
duly and validly executed by First Columbus and delivered by First Columbus,
will constitute a valid and binding obligation of First Columbus, and will be
enforceable against First Columbus 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 First Columbus nor the consummation by First Columbus of the transactions
contemplated hereby, nor compliance by First Columbus with any of the terms or
provisions hereof, will (i) violate any provision of the Articles of
Incorporation or Bylaws of First Columbus, (ii) to First Columbus' knowledge
and 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
First Columbus or any of its material properties or assets, or (iii) to First
Columbus' knowledge 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 First Columbus 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 First Columbus is a
party, or by which First Columbus or its properties or assets may be bound or
affected.

Section 3.7 Consents and Approvals. Except for (i) the filing by
SouthTrust of a Registration Statement on Form S-4 (the "Registration
Statement") with the SEC, and the review and clearance thereof by the SEC,
which Registration Statement shall include the proxy statement of First
Columbus relating to the meeting of the shareholders of First Columbus at

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which the Merger is to be considered (the "Proxy Statement"); (ii) the Consents
of the Georgia Department, the OCC and the FDIC; (iii) approval of this
Agreement by the respective shareholders of ST-Bank and First Columbus; (iv) as
set forth in Disclosure Schedule 3.7, no Consents of any person are necessary
in connection with the execution and delivery by First Columbus of this
Agreement, and the consummation by First Columbus of the Merger and other
transactions contemplated hereby.

Section 3.8 Broker's Fees. Neither First Columbus 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 First Columbus Shares or (ii) any
change or any event involving a prospective change in the Condition of First
Columbus which has had, or is reasonably likely to have, a material adverse
effect on the Condition of First Columbus generally, including, without
limitation any change in the administration or supervisory standing or rating
of First Columbus 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, First Columbus is not a party to any, and there are no pending
or, to the knowledge of First Columbus threatened, judicial, administrative,
arbitral or other proceedings, claims, actions, causes of action or
governmental investigations against First Columbus challenging the validity of
the transactions contemplated by this Agreement and, to the knowledge of First
Columbus as of the date hereof, there is no material proceeding, claim, action
or governmental investigation against First Columbus; no judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator is outstanding against First Columbus
which has a material adverse effect on the Condition of First Columbus; there
is no default by First Columbus under any material contract or agreement to
which First Columbus is a party; and First Columbus is not a party to any
agreement, order or memorandum in writing by or with any Regulatory Authority
restricting the operations of First Columbus and First Columbus 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) First Columbus has previously
delivered or made available to SouthTrust copies of the federal income tax
returns of First Columbus 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 schedules and exhibits thereto,
when such return is filed, and, to the knowledge of First Columbus, such
returns have not been examined by the Internal Revenue Service. Except as
reflected in Disclosure Schedule 3.11, First Columbus 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 First Columbus 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

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the properties, income, business, capital stock, deposits, franchises,
licenses, sales and payrolls of First Columbus) 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 First Columbus and the
Call Reports of First Columbus 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. First Columbus is not responsible for the taxes
of any person other than First Columbus under treasury Regulation 1.1502-6 or
any similar provision of federal, state or foreign law.

(b) (i) Proper and accurate amounts have been withheld by
First Columbus 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 First Columbus 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 First Columbus in the Financial Statements of
First Columbus.

Section 3.12 Employee Benefit Plans. (a) First Columbus 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) First Columbus (including any pension plan
maintained by First Columbus) has not incurred any liability to the Pension
Benefit Guaranty Corporation ("PBGC") or the Internal Revenue Service with
respect to any pension plan subject to the minimum funding standards of
Sections 301 through 308, inclusive, of ERISA or Section 412 of the Code. 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) First Columbus has not incurred any material
liability under Section 4201 of ERISA for a complete or partial withdrawal
from, or agreed to participate in, any multiemployer 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 First Columbus 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 benefits
plans." First Columbus does not have any material liability under any such plan
that is not reflected in the Financial Statements of First Columbus or the Call
Reports of First Columbus.

(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
First Columbus (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

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a material adverse effect on the Condition of First Columbus; and, to the
knowledge of First Columbus, 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 subject to Title
IV of ERISA 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 under ERISA
or the Code applicable to any such "employee benefit plan" as defined in Section
3(3) of ERISA or any cafeteria plan described in Section 125 of the Code have
been met on a timely basis.

(h) All employee benefit plans, programs or practices
maintained by First Columbus 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) Except as may be contemplated in Section 6.3(c),
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 First Columbus 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.

Section 3.13 Title and Related Matters. (a) Except as set forth in
Disclosure Schedule 3.13(a), First Columbus has good title, and as to owned
real property, 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 leased or subleased by or carried under the name of First Columbus
on the Financial Statements of First Columbus or the Call Reports of First
Columbus 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 First Columbus and the Call
Reports of First Columbus 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 First Columbus.

(b) All agreements pursuant to which First Columbus
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 First Columbus.

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

(c) To its knowledge, First Columbus 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 First Columbus.

(d) As to each parcel of real property owned or used by
First Columbus, First Columbus has received no notice of any pending or, to the
knowledge of First Columbus, threatened condemnation proceedings, litigation
proceedings or mechanics or materialmen's liens.

Section 3.15 Environmental Matters.

(a) To the knowledge of First Columbus, each of First
Columbus, 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,

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individually or in the aggregate, will not have a material adverse effect on
the Condition of First Columbus.

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

(c) There is no litigation pending or, to the knowledge
of First Columbus, threatened before any court, governmental agency or board or
other forum in which any Loan Property (or First Columbus 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 First Columbus.

(d) To the knowledge of First Columbus, 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 First Columbus.

(e) To the knowledge of First Columbus, during the
period of (i) ownership or operation by First Columbus of any of its current
properties, (ii) participation by First Columbus in the management of any
Participation Facility, or (iii) holding by First Columbus 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 First Columbus.

(f) Prior to the period of (i) ownership or operation by
First Columbus subsidiaries of any of its current properties, (ii)
participation by First Columbus in the management of any Participation
Facility, or (iii) holding by First Columbus of a security interest in any
Loan Property, to the knowledge of First Columbus, 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 First Columbus.

(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,

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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 First Columbus, or in
which First Columbus 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 "Participation Facility" means any
facility in which First Columbus 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, First Columbus 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 First Columbus);

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

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

Section 3.17 Regulatory Matters. First Columbus 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.

Section 3.18 Registration Obligations. First Columbus 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.

Section3.19 Takeover Laws. Prior to the Effective Time of the Merger,
First Columbus shall take such steps, if any, as may be required to exempt the
transactions contemplated from this Agreement from any takeover laws or
provisions of the Articles of Incorporation or Bylaws of First Columbus which
are applicable to such transactions.

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Section 3.20 Insurance. First Columbus 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 First Columbus, the policies of fire, theft, liability and
other insurance maintained with respect to the assets or business of First
Columbus provide adequate coverage against loss, and the fidelity bonds in
effect as to which First Columbus 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 First Columbus is
pending as of the date hereof or, to the knowledge of First Columbus,
threatened. First Columbus is not involved in or, to the knowledge of First
Columbus, threatened with or affected by, any proceeding asserting that First
Columbus 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 First Columbus.
No union represents or claims to represent any employees of First Columbus,
and, to the knowledge of First Columbus, no labor union is attempting to
organize employees of First Columbus.

Section 3.22 Compliance with Laws. First Columbus 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 noncompliance, which when taken
together as a whole, will not have a material adverse effect on the Condition
of First Columbus. Except as disclosed in Disclosure Schedule 3.22, First
Columbus:

(a) To its knowledge, 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 First Columbus; 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 First Columbus is not in
compliance with any laws or orders which such governmental
authority or Regulatory Authority enforces, where such
noncompliance is reasonably likely to have a material
adverse effect on the Condition of First Columbus, (ii)
threatening to revoke any permit, the revocation of which
is reasonably likely to have a material adverse effect on
the Condition of First Columbus, (iii) requiring First
Columbus 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
First Columbus, 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 First Columbus at the time such deposits were entered into,
(b) the loans to directors or executive

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officers listed on Disclosure Schedule 3.5, (c) the agreements listed on
Disclosure Schedule 3.16, and (d) 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 First
Columbus to be included in the Proxy Statement which is to be mailed to the
shareholders of First Columbus 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 First Columbus.

Section 3.25 Deposit Insurance. The deposit accounts of First Columbus
are insured by the Banking Insurance Fund in accordance with the provisions of
the Federal Deposit Insurance Act, as amended (the "Act"), and First Columbus
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 First Columbus 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 IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-BANK

SouthTrust and ST-Bank hereby represent and warrant to First Columbus
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

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Certificate of Incorporation of SouthTrust and the Bylaws of SouthTrust, each
as amended to the date hereof, have been made available to First Columbus.

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

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

Section 4.2 Organization and Related Matters of ST-Bank. (a) ST-Bank is
a national banking association duly organized, validly existing and in good
standing under the laws of the United States. ST-Bank 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-Bank is licensed or qualified to do business in each
jurisdiction in 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
Association and Bylaws of ST-Bank, as each may be amended to the date hereof,
have been made available to First Columbus.

(b) ST-Bank has 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) The minute books of ST-Bank 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 4.3 Capitalization. As of September 30, 1993, the authorized
capital stock of SouthTrust consisted of 150,000,000 shares of common stock,
par value $2.50 per share, 77,934,938 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 were
issued and outstanding (exclusive of any such shares held in the treasury of
SouthTrust as of the date hereof), and 5,000,000 shares of preferred stock, par
value $1.00 per share, none of which is issued and outstanding as of the date
hereof. All issued and outstanding shares of common stock of SouthTrust have
been duly authorized and validly issued, and all such shares are fully paid and
nonassessable.

Section 4.4 Authorization. The execution, delivery, and performance of
this Agreement, and the consummation of the transactions contemplated hereby
and in any related agreements, have been or, as of the Effective Time of the
Merger, will have been duly authorized by the Boards of Directors of SouthTrust
and ST-Bank, and no other corporate

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proceedings on the part of SouthTrust 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 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 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 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 or ST-Bank is a party, or by which SouthTrust
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 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 4.4; 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 4.5 Financial Statements. (a) SouthTrust has made available to
First Columbus 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 March 31, 1993, June 30, 1993 and September 30, 1993, and
SouthTrust will make available to First Columbus, as soon as practicable
following the preparation of additional consolidated financial statements for
each 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

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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 4.6 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 4.7 Legal Proceedings. Etc, Except as set forth on Disclosure
Schedule 4.7 hereto, SouthTrust is not a party to any, and there are no
pending, or, to the knowledge of SouthTrust, threatened, legal, administrative,
arbitral or other proceedings, claims, actions, causes of action or
governmental investigations of any nature against SouthTrust challenging the
validity or propriety of the transactions contemplated by this Agreement or
which would be required to be reported by SouthTrust pursuant to Item 103 of
Regulation S-K promulgated by the SEC.

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

Section 4.9 Consents and Approvals. Except for (i) the filing by
SouthTrust of the Registration Statement with the SEC and the review and
clearance thereof by the SEC and the review and clearance of the Proxy
Statement by the FDIC, (ii) the Consents of the Regulatory Authorities; (iii)
approval of this Agreement by the respective shareholders of ST-Bank and First
Columbus; and (iv) as previously disclosed, no consents or approvals by, or
filings or registrations with, any third party or any public body, agency or
authority are necessary in connection with the execution and delivery by
SouthTrust and ST-Bank or, to the knowledge of SouthTrust, by First Columbus of
this Agreement, and the consummation of the Merger and the other transactions
contemplated hereby.

Section 4.10 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
First Columbus 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 First Columbus 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 4.11 No Broker's or Finder's Fees. Except for T. Stephen
Johnson & Associates, none of SouthTrust, ST-Bank or any of their subsidiaries,
affiliates or employers has

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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 4.12 Untrue Statements and Omissions. No representation or
warranty contained in Article IV of this Agreement or in the Disclosure
Schedules of SouthTrust or ST-Bank 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.

Section 4.13 Compliance with Laws. SouthTrust 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 noncompliance, which when taken
together as a whole, will not have a material adverse effect on the Condition
of SouthTrust. Except as disclosed in Disclosure Schedule 4.13 SouthTrust:

(a) To its knowledge, 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 SouthTrust; 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 SouthTrust is
not in compliance with any laws or orders which such governmental authority or
Regulatory Authority enforces, where such noncompliance is reasonably likely to
have a material adverse effect on the Condition of SouthTrust, (ii) threatening
to revoke any permit, the revocation of which is reasonably likely to have a
material adverse effect on the Condition of SouthTrust, (iii) requiring
SouthTrust 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 SouthTrust,
including, without limitation, any restrictions on the payment of dividends.

Section 4.14 Regulatory Matters. SouthTrust has not agreed to take any
action, has no knowledge of any fact and has not agreed to any circumstance
that would 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.

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of First Columbus. (a) During the
period from the date of this Agreement to the Effective Time of the Merger,
First Columbus 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

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regulation, take no action which would adversely affect or delay the ability,
in any material respect, of First Columbus 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, First
Columbus 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 First Columbus;

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

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

(iv) make any capital expenditures individually in excess of
$25,000, or in the aggregate in excess of $50,000 other
than pursuant to binding commitments existing on December
31, 1992 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 value in excess of or in exchange for
consideration in excess of $10,000;

(vi) except as set forth in Disclosure Schedule 5.1(b)(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, noncompetition 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

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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 First Columbus
that involves an aggregate of $10,000; 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)
foreclosures in the ordinary course of business or (B) 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, First Columbus 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 First Columbus. First Columbus will promptly notify SouthTrust of
any material change in the normal course of business or the operations or the
properties of First Columbus, any governmental complaints, investigations or
hearings (or communications indicating that the same may be contemplated)
affecting First Columbus, the institution or the threat of material litigation,
claims, threats or causes of action involving First Columbus, and will keep
SouthTrust fully informed of such events. First Columbus will furnish to
SouthTrust, promptly after the preparation and/or receipt by First Columbus
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 First Columbus and the Call
Reports of First Columbus.

Section 5.3 Access to Properties: Personnel and Records. (a) So long as
this Agreement shall remain in effect, First Columbus shall permit SouthTrust
or its agents full access, during normal business hours, to the properties of
First Columbus 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 First Columbus, 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,

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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 First Columbus shall
use its reasonable best efforts to provide SouthTrust and its representatives
access to the work papers of First Columbus's accountants. First Columbus 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 First Columbus 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 First Columbus.

(b) So long as this Agreement shall remain in effect,
SouthTrust and ST-Bank shall permit First Columbus or its agents reasonable
access, during normal business hours, to the properties of SouthTrust and
ST-Bank and shall disclose and make available (together with the right to copy)
to First Columbus and to its attorneys, accountants and other representatives,
all 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, and any other document or material in which First Columbus has a
necessary and reasonable interest in connection with the transactions
contemplated by this Agreement. SouthTrust 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. The foregoing rights granted to First Columbus 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 SouthTrust and
ST-Bank.

(c) 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, to the extent permitted by law,
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.

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Section 5.4 Approval of Shareholders. Each of First Columbus and ST-Bank
will take all steps necessary under applicable laws to call, give notice of,
convene and hold a meeting of their respective 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 First Columbus will recommend to its
shareholders the approval of this Agreement and the transactions contemplated
hereby and First Columbus 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. First Columbus, 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 First Columbus, 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 First Columbus, except where the failure to furnish such information
or participate in such negotiations or discussions would constitute a breach of
the fiduciary duties of the Board of Directors (as determined in good faith
following consultation with and as advised in writing by counsel). First
Columbus shall promptly advise SouthTrust orally and in writing of any such
inquiries or proposals received by First Columbus 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 First Columbus or for the
acquisition of a significant equity interest in First Columbus or for the
acquisition of a significant portion of the assets of First Columbus.

Section 5.6 Notice of Deadlines. First Columbus 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 First Columbus 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, First Columbus shall deliver to SouthTrust a
letter identifying all persons who are, at the time this Agreement is submitted
for approval to the shareholders of First Columbus, "affiliates" of First
Columbus for purposes of Rule 145 under the Securities Act of 1933. First
Columbus shall use all 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 First Columbus Shares held by such person
except as contemplated by such written 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 in compliance
with applicable provisions of the Securities Act of 1933 and the rules and
regulations thereunder and until such time as the financial results covering at
least thirty (30) days of combined operations of SouthTrust and First Columbus
have been published within the meaning of Section 201.01 of the SEC's
Codification of Financial Reporting Policies. If the Merger will qualify for
pooling-of-interests accounting treatment, the SouthTrust Shares issued to such
affiliates of First Columbus in exchange for the First Columbus Shares shall
not be transferable until such time as the financial results covering at least
thirty (30) days of combined operations of SouthTrust and First Columbus have
been published within

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the meaning of Section 201.01 of the SEC's Codification of Financial Reporting
Policies regardless of whether each such person has provided the written
agreement referred to in this Section 5.7. 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 SouthTrust Shares by such persons.

Section 5.8 Maintenance of Properties. First Columbus will maintain its
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. At the election of SouthTrust made at
least sixty (60) days prior to the Effective Time of the Merger, First Columbus
will, at its own expense, with respect to each parcel of real property that
First Columbus owns, leases or subleases, procure and deliver to SouthTrust, at
least thirty (30) days prior to the Effective Time of the Merger, a Phase I
environmental audit, which audit shall be reasonably acceptable to and shall be
conducted by a firm reasonably acceptable to SouthTrust.

Section 5.10 Title Insurance. At the election of SouthTrust made at
least sixty (60) days prior to the Effective Time of the Merger, First Columbus
will, at its own expense, with respect to each parcel of real property that
First Columbus 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 title insurance shall be free of all material
exceptions to SouthTrust's reasonable satisfaction.

Section 5.11 Surveys. At the election of SouthTrust made at least sixty
(60) days prior to the Effective Time of the Merger, with respect to each
parcel of real property as to which a title insurance policy is to be procured
pursuant to Section 5.10, First Columbus, 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, First Columbus shall take, or cause to be taken, all steps reasonably
requested by SouthTrust to cure any deficiencies in regulatory compliance by
First Columbus; provided that neither SouthTrust nor ST-Bank shall be
responsible for discovering or have any obligation to disclose the existence of
such defects to First Columbus nor shall SouthTrust or ST-Bank have any
liability resulting from such deficiencies or attempts to cure them.

Section 5.13 Exemption Under Takeover Statutes. Prior to the Effective
Time of the Merger, First Columbus shall take all steps, if any, as may be
required to exempt the transactions contemplated by this Agreement from any
applicable takeover laws or provisions of the Articles of Incorporation or
Bylaws of First Columbus.

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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 First Columbus 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 for 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 First
Columbus. Each of the parties shall have the right to review and approve in
advance, which approval shall not be unreasonably withheld, any filing made
with, or written material submitted to, any government agencies in connection
with the transactions contemplated by this Agreement.

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

Section 6.3 Other Matters. (a) The parties acknowledge that 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
First Columbus 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 appropriate steps shall be
taken to terminate all employee benefit plans of First Columbus other than the
First Columbus Community Bank & Trust 401(k) Plan (the "First Columbus 401(k)
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 First
Columbus 401(k) Plan), and subject to Section 6.3(c) hereof, SouthTrust agrees
that the officers and employees of First Columbus who the Surviving Association
employs shall be eligible to participate in SouthTrust's employee benefit
plans, including welfare and fringe

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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 First Columbus's group
medical insurance plan during the current calendar year for
purposes ofsatisfying 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 First Columbus prior to the Effective Time of the Merger
("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 agree that First Columbus may terminate
the First Columbus 401(k) Plan prior to the Effective Time of the Merger;
provided, however, that if First Columbus fails to do so, the First Columbus
401(k) Plan will, in the sole discretion of SouthTrust, either (i) be merged
into the SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS
Plan") after the Effective Time of the Merger, or (ii) be terminated after the
Effective Time of the Merger. If the First Columbus 401(k) Plan is terminated
by First Columbus or merged into the ST PS Plan by SouthTrust in accordance
with this Section 6.3(c), from and after the first day of the first calendar
year beginning after the Effective Time of the Merger (or the date of the
Merger of the First Columbus 401(k) Plan into the ST PS Plan, if later), for
purposes of determining eligibility to participate in, and vesting in accrued
benefits under, the ST PS Plan, employment by First Columbus shall be credited
as if it were employment by SouthTrust. If the First Columbus 401(k) Plan is
terminated by SouthTrust in accordance with this Section 6.3(c), from and after
such termination for purposes of determining vesting in accrued benefits under
the ST PS Plan, employment by First Columbus shall be credited as if it were
employment by SouthTrust, but such service shall not be credited for purposes
of determining eligibility to participate in the ST PS Plan. Notwithstanding
the foregoing, for purposes of determining eligibility to participate in, and
vesting in accrued benefits under, the SouthTrust Corporation Revised
Retirement Income Plan (the "ST Retirement Plan"), from and after the first day
of the first calendar year beginning after the Effective Time of the Merger
employment by First Columbus 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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(d) As of the date of execution of this Agreement, First
Columbus and Mr. Dennis W. Calhoun shall execute an employment agreement (the
"Replacement Agreement") in substantially the form attached hereto as Exhibit
6.3(d), which Replacement Agreement shall be and become effective only at the
Effective Time of the Merger and shall supersede and replace any and all
existing employment agreements between First Columbus and Mr. Calhoun. The
Replacement Agreement shall be assumed by ST-Bank by operation of law upon
consummation of the Merger.

Section 6.4 Indemnification. (a) First Columbus 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 supplied to
SouthTrust by First Columbus contained in the Proxy Statement or any
application for the approval of the transactions contemplated by this Agreement
filed with any Regulatory Authority or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made not misleading.

(b) SouthTrust agrees to indemnify, defend and hold
harmless First Columbus and its 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 by SouthTrust contained in the Registration Statement, the
Proxy Statement or any application for the approval of the transactions
contemplated by this Agreement filed with any Regulatory Authority or arise out
of or are based upon the omission by SouthTrust or alleged omission by
SouthTrust to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they were made not
misleading.

(c) Officers, directors, employees and agents of First
Columbus shall not be entitled to any indemnification rights after the
Effective Time of the Merger, except that such persons, in the event they serve
as officers, directors, employees or agents of SouthTrust, ST-Bank or any
affiliate of SouthTrust after the Effective Time of the Merger, shall be
entitled to such prospective indemnification rights to which they may be
entitled under the Restated Certificate of Incorporation, Certificate or
Articles of Incorporation and Bylaws of SouthTrust, ST-Bank or any affiliate of
SouthTrust; provided, however, that this Section 6.4(c) is not intended by the
parties to have any effect upon any coverage that may be available to such
officers, directors, employees and agents of First Columbus for claims made
prior to the Effective Time of the Merger under the provisions of any officer's
and directors' liability insurance policy of First Columbus that is in effect
as of the date hereof.

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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 First Columbus
and to report with respect to the general status and the ongoing operations of
SouthTrust.

Section 6.6 Registration Statement. SouthTrust shall cause the
Registration Statement to be filed and shall use its best efforts to cause such
Registration Statement to be declared effective under the Securities Act of
1933, which Registration Statement, at the time it becomes effective, and at
the Effective Time of the Merger, 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. The Registration
Statement shall include the form of Proxy Statement for the meeting of First
Columbus's shareholders to be held for the purpose of having such shareholders
vote upon the approval of this Agreement. First Columbus 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 and again before any amendments are filed. SouthTrust shall take all
actions required to qualify or obtain exemptions from such qualifications for
the SouthTrust Shares to be issued in connection with the transactions
contemplated by this Agreement under applicable state blue sky securities laws,
as appropriate.

Section 6.7 Reservation of Shares. SouthTrust shall reserve for
issuance such number of SouthTrust Shares as shall be necessary to pay to
holders of First Columbus Shares the consideration contemplated in this
Agreement. If at any time the aggregate number of SouthTrust Shares remaining
unissued (or 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 shall issue the SouthTrust Shares
to holders of First Columbus Shares and shall pay or cause to be paid to
holders of First Columbus Shares all cash payments in lieu of fractional shares
as and when the same shall be required to be issued and paid pursuant to this
Agreement.

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The Obligations of SouthTrust and ST-Bank, on the one hand, and First
Columbus, 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 First Columbus 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.

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

Section 7.4 Proxy Statement; Registration Statement. The Proxy Statement
shall have been authorized for mailing, either by notice from the FDIC and SEC
or the lapse of time for review and comment by the SEC, the Registration
Statement shall have been declared effective by the SEC, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued, no action, suit, proceeding or investigation by the FDIC and SEC to
suspend the effectiveness of the Registration Statement shall have been
initiated, and 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 AND ST-BANK

The obligations of SouthTrust 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 First Columbus 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. First Columbus 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. First
Columbus shall have delivered to SouthTrust 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 First
Columbus 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 First Columbus or the consummation of the

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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 Grogan, Jones, Rumer & Gunby and Powell, Goldstein,
Frazer & Murphy or other counsel to First Columbus acceptable to SouthTrust in
substantially the form set forth in Exhibit 8.5 hereof.

Section 8.6 Consents Under Agreements. First Columbus shall have
obtained the consent or approval of each person (other than the Consents of the
Regulatory Authorities) whose consent or approval shall be required in order to
permit the succession by the Surviving Association to any obligation, right or
interest of First Columbus under any loan or credit agreement, note, mortgage,
indenture, lease, license, or other agreement or instrument, except those for
which failure to obtain such consents and approvals would not in the opinion of
SouthTrust, individually or in the aggregate, have a material adverse effect on
the Surviving Association 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 transactions contemplated by this Agreement 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 First Columbus 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 First Columbus
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 a bank under
similar circumstances.

Section 8.8 Matters Relating to Employment Agreements. Subject to the
provisions of Section 6.3(d) hereof, all employment agreements between First
Columbus 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 Surviving Association shall have been executed and delivered.

Section 8.9 Acknowledgment of Option Conversion Exercise. Each holder
of a First Columbus Option outstanding immediately prior to the Effective Time
of the Merger shall have executed and delivered to SouthTrust such instruments
as SouthTrust may deem necessary to evidence the assumption by SouthTrust of
the First Columbus Options as contemplated in and provided for by Section 2.2
hereof.

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Section 8.10 Outstanding Shares of First Columbus. The total number of
First Columbus Shares outstanding as of the Effective Time of the Merger and
the total number of First Columbus Shares covered by any option, warrant,
commitment, or other right or instrument to purchase or acquire any First
Columbus Shares that are outstanding as of the Effective Time of the Merger,
including any securities or rights convertible into or exchangeable for First
Columbus Shares, shall not exceed 535,000 shares in the aggregate.

Section 8.11 Dissenters. The holders of not more than five percent (5%)
of the outstanding First Columbus 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 8.12 Certification of Claims. First Columbus shall have
delivered a certificate to SouthTrust that First Columbus is not aware of any
pending or threatened claim under the directors and officers insurance policy
or the fidelity bond coverage of First Columbus.

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF FIRST COLUMBUS

The obligation of First Columbus 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 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 9.2 Performance of Obligations. SouthTrust and ST-Bank shall
have performed all covenants, obligations and agreements required to be
performed by them 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 First Columbus 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 First Columbus that any fact, event or condition exists or has
occurred that, in the judgment of First Columbus, (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.

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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 First Columbus, individually or in the
aggregate, have a material adverse effect upon the Condition of SouthTrust or
upon the consummation of the transactions contemplated hereby.

Section 9.6 Opinion of Counsel. First Columbus 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.

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
First Columbus; or

(b) by SouthTrust or First Columbus if the Merger shall
not have occurred on or prior to August 31, 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 First Columbus (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 First Columbus set forth in the Agreement or is a material breach of any
covenant or agreement of First Columbus 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 First Columbus or upon the consummation of
the transactions contemplated by the Agreement, (C) pertains to First Columbus
and would be materially adverse to the interests of SouthTrust and ST-Bank on a
consolidated basis, (D) pertains to First Columbus and 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

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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 First Columbus if (i) First Columbus shall have
determined that any fact, event or condition exists that, in the judgment of
First Columbus, (A) is materially at variance with any warranty or
representation of SouthTrust or ST-Bank contained in the Agreement or is a
material breach of any covenant or agreement of SouthTrust or 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 Condition of SouthTrust or upon the
consummation of the transactions contemplated by the Agreement, (ii) there
shall be any litigation or threat of litigation (A) challenging the validity or
legality of this Agreement or the consummation of the transactions contemplated
by this Agreement, (B) seeking damages in connection with the consummation of
the transactions contemplated by this Agreement or (C) seeking to restrain or
invalidate the consummation of transactions contemplated by this Agreement, or
(iii) First Columbus shall have determined that any fact, event or condition
exists that, in the judgment of First Columbus, 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.

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 Amendments. To the extent permitted by law, this Agreement
may be amended by a subsequent writing signed by each of SouthTrust, ST-Bank
and First Columbus.

Section 10.4 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
First Columbus, 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 10.5 Non-Survival of Representations and Warranties. No
representations, warranties, covenants or agreements in this Agreement or in
any instrument delivered by SouthTrust, ST-Bank or First Columbus shall survive
the Merger except for Sections 2.2(b), 6.3, 6.7 and 6.8; 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-Bank or First Columbus
(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-Bank or First Columbus contained
herein shall be deemed to be terminated or extinguished so as to deprive
SouthTrust or ST-Bank, on the one hand, and First Columbus, 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

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reason of the fact that SouthTrust, ST-Bank or First Columbus and/or its
representatives knew or should have known that any such representation or
warranty was, is, might be or might have been inaccurate in any respect.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement. This Agreement and the documents
referred to herein contain the entire agreement among SouthTrust, ST-Bank and
First Columbus with respect to the transactions contemplated hereunder and this
Agreement supersedes all prior arrangements or understandings with respect
thereto, whether written or oral, including that letter of intent between the
parties dated November 7, 1993. The terms and conditions of this Agreement
shall inure to the benef1t of and be binding upon the parties hereto and their
respective successors. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, firm, corporation or entity, other than the
parties hereto and their respective successors, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

Section 11.2 Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if delivered
personally or sent by overnight courier, first class or registered or certifled
mail, postage prepaid or facsimile transmission (evidenced by a sender
transmission completed confirmation) addressed as follows:

If to First Columbus:

First Columbus Community
Bank & Trust Company
2301 Airport Thruway
Columbus, Georgia 31902
Attention: Mr. Dennis W. Calhoun
Fax (706) 649-3907

with a copy to:

Grogan, Jones, Rumer & Gunby
944 Second Avenue
Columbus, Georgia 31902
Attention: Lee R. Grogan, Esq.
Fax (706) 327-3958

Powell, Goldstein, Frazer & Murphy
Sixteenth Floor 191 Peachtree St., N.E.
Atlanta, Georgia 30303
Attention: Kathryn L. Knudson, Esq.
Fax (404) 572-6999

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If to SouthTrust or ST-Bank 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
Fax (205) 251-8611

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 First Columbus 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. Notwithstanding the foregoing, if the Merger provided
for herein is not consummated because a condition is not satisfied or because
SouthTrust terminates this Agreement, and if First Columbus has not breached
its representations and warranties in any material respect, nor its covenants
and agreements contained herein, then SouthTrust agrees to reimburse First
Columbus for its reasonable and documented costs and expenses (up to but not in
excess of $50,000 in the aggregate) which are incurred by it in connection with
the Merger and are payable (or have been paid) to third parties.

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

Section 11.6 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall

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

[CORPORATE SEAL]
FIRST COLUMBUS COMMUNITY
BANK & TRUST COMPANY

By: /s/ Dennis W. Calhoun
--------------------------
ATTEST Its President

/s/ Lee R. Grogan, Sr.
- -------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST CORPORATION

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

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

[CORPORATE SEAL]
SOUTHTRUST BANK OF COLUMBUS,
NATIONAL ASSOCIATION

By: /s/ Mitchell W. Hunt
-------------------------
ATTEST: Its President and CEO

/s/ Myra J. Livingston
- -------------------------
Its Secretary

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<PAGE> 123
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 (the "Amendment") is made as of May 25, 1994, by
and between SouthTrust Bank of Columbus, National Association, a national
banking association ("ST-Bank"), and First Columbus Community Bank & Trust
Company, a Georgia state banking corporation ("First Columbus"), and joined
into by SouthTrust Corporation, a Delaware corporation ("SouthTrust").

WHEREAS, ST-Bank, First Columbus and SouthTrust wish to amend that
certain Agreement and Plan of Merger dated January 7, 1994, by and between
ST-Bank and First Columbus and joined into by SouthTrust (the "Merger
Agreement"), as set forth herein;

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:

1. Amendment to Section 6.4(c). The Merger Agreement is hereby
amended by deleting Section 6.4(c) therein and inserting in its place and
stead the following:

"(c) Except as herein provided, directors, officers and employees of
First Columbus shall not be entitled to any indemnification
rights after the Effective Time of the Merger. With respect to any
claim made or action commenced after the Effective Time of the Merger,
SouthTrust shall indemnify and hold harmless to the extent permitted by
the provisions of the Articles of Incorporation and Bylaws of First
Columbus, each as in effect as of the date hereof, each director,
officer, and employee of First Columbus against any costs or expenses
(including attorneys fees), judgments, fines, losses, claims, damages,
liabilities and amounts paid in settlement in connection with any
pending, threatened or completed action, suit, proceeding or
investigation (whether civil, criminal, administrative or
investigative) arising out of or pertaining to any action or omission
by such director, officer or employee on or prior to the Effective Time
of the Merger in his capacity as such, provided, however, that the
aggregate amount of such indemnification shall not exceed $3,000,000,
and that such indemnification shall be to the fullest extent permitted
by applicable Georgia law."

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2. Amendment to Section 6.4. Section 6.4 of the Agreement is hereby
further amended to include a new subparagraph (d) as set forth below:

"(d) From and after the Effective Time of the Merger, the directors,
officers and employees of First Columbus who become or serve as
directors, officers or employees of SouthTrust, ST-Bank or any affiliate
of SouthTrust shall have indemnification rights having prospective
application only, except as set forth in (c) above. These prospective
indemnification rights shall consist of such rights to which directors,
officers and employees of subsidiaries or affiliates of SouthTrust
would be entitled under the Certificate or Articles of Incorporation or
Association and Bylaws of the particular subsidiary for which they are
serving as directors, officers or employees, the Restated Certificate
of Incorporation and Bylaws of SouthTrust, and such directors and
officers liability insurance coverage policy as Southtrust may then
make available to directors, officers and employees of SouthTrust or
any affiliate thereof."

3. Capitalized terms not defined herein shall have the meanings
assigned to them in the Merger Agreement.

4. Except as expressly amended herein, all other terms and
conditions of the Merger Agreement shall remain in full force and effect.

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 Amendment to be dated
as of the day and year first above written.

FIRST COLUMBUS COMMUNITY
BANK & TRUST COMPANY

[CORPORATE SEAL] By /s/ Dennis W. Calhoun
-------------------------------------
Its President

ATTEST:

By /s/ Kenneth A. Roberts
---------------------------
Its Vice President

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<PAGE> 125

SOUTHTRUST BANK OF COLUMBUS,
NATIONAL ASSOCIATION

[CORPORATE SEAL] By /s/ Mitchell W. Hunt, Jr.
-------------------------------------
Its President

ATTEST:

By /s/ Philip A. Bader, Jr.
------------------------------
Its Vice President

SOUTHTRUST CORPORATION

[CORPORATE SEAL] By /s/ Alton E. Yother
-------------------------------------
Its Senior Vice President

ATTEST:

By /s/ Pam Albright
------------------------------
Its Vice President

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<PAGE> 126
GEORGIA BUSINESS CORPORATION CODE EXHIBIT B
ARTICLE 13. DISSENTERS' RIGHTS

PART 1. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

14-2-1301 DEFINITIONS.--As used in this article, the term:
(1) "Beneficial shareholder" means the person who is a beneficial
owner of shares held in a voting trust or by a nominee as the record
shareholder.
(2) "Corporate action" means the transaction or other action by the
corporation that creates dissenters' rights under Code Section 14-2-1302.
(3) "Corporation" means the issuer of shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation by
merger or share exchange of that issuer.
(4) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Code Section 14-2-1302 and who exercises that right when
and in the manner required by Code Sections 14-2-1320 through 14-2-1327.
(5) "Fair value," with respect to a dissenter's shares, means the
value of the shares immediately before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action.
(6) "Interest" means interest from the effective date of the
corporate action until the date of payment, at a rate that is fair and
equitable under all the circumstances.
(7) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares to
the extent of the rights granted by a nominee certificate on file with a
corporation.
(8) "Shareholder" means the record shareholder or the beneficial
shareholder.

14-2-1302 RIGHT TO DISSENT.--(a) A record shareholder of the
corporation is entitled to dissent from, and obtain payment of the fair value
of his shares in the event of, any of the following corporate actions:
(1) Consummation of a plan of merger to which the corporation is a
party:
(A) If approval of the shareholders of the corporation is required
for the merger by Code Section 14-2-1103 or the articles of incorporation and
the shareholder is entitled to vote on the merger; or
(B) If the corporation is a subsidiary that is merged with its parent
under Code Section 14-2-1104;
(2) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan;
(3) Consummation of a sale or exchange of all or substantially all of
the property of the corporation if a shareholder vote is required on the sale
or exchange pursuant to Code Section 14-2-1202, but not including a sale
pursuant to court order or a sale for cash pursuant to a plan by which all or
substantially all of the net proceeds of the sale will be distributed to the
shareholders within one year after the date of sale;
(4) An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it:
(A) Alters or abolishes a preferential right of the shares;

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(B) Creates, alters, or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of the shares;
(C) Alters or abolishes a preemptive right of the holder of the
shares to acquire shares or other securities;
(D) Excludes or limits the right of the shares to vote on any
matter, or to cumulate votes, other than a limitation by dilution through
issuance of shares or other securities with similar voting rights;
(E) Reduces the number of shares owned by the shareholder to a
fraction of a share if the fractional share so created is to be acquired for
cash under Code Section 14-2-604; or
(F) Cancels, redeems, or repurchases all or part of the shares of the
class;
(5) Any corporate action taken pursuant to a shareholder vote to the
extent that Article 9 of this chapter, the articles of incorporation, bylaws,
or a resolution of the board of directors provides that voting or nonvoting
shareholders are entitled to dissent and obtain payment for their shares.
(b) A shareholder entitled to dissent and obtain payment for his
shares under this article may not challenge the corporate action creating his
entitlement unless the corporate action fails to comply with procedural
requirements of this chapter or the articles of incorporation or bylaws of the
corporation or the vote required to obtain approval of the corporate action was
obtained by fraudulent and deceptive means, regardless of whether the
shareholder has exercised dissenter's rights.
(c) Notwithstanding any other provision of this article, there shall
be no right of dissent in favor of the holder of shares of any class or series
which, at the record date fixed to determine the shareholders entitled to
receive notice of and to vote at a meeting at which a plan of merger or share
exchange or a sale or exchange of property or an amendment of the articles of
incorporation is to be acted on, were either listed on a national securities
exchange or held of record by more than 2,000 shareholders, unless:
(1) In the case of a plan of merger or share exchange, the holders of
shares of the class or series are required under the plan of merger or share
exchange to accept for their shares anything except shares of the surviving
corporation or another publicly held corporation which at the effective date of
the merger or share exchange are either listed on a national securities
exchange or held of record by more than 2,000 shareholders, except for scrip or
cash payments in lieu of fractional shares; or
(2) The articles of incorporation or a resolution of the board of
directors approving the transaction provides otherwise.

14-2-1303 DISSENT BY NOMINEES AND BENEFICIAL OWNERS.--A record
shareholder may assert dissenters' rights as to fewer than all the shares
registered in his name only if he dissents with respect to all shares
beneficially owned by any one beneficial shareholder and notifies the
corporation in writing of the name and address of each person on whose behalf
he asserts dissenters' rights. The rights of a partial dissenter under this
Code section are determined as if the shares as to which he dissents and his
other shares were registered in the names of different shareholders.

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PART 2. PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

14-2-1320 NOTICE OF DISSENTERS' RIGHTS.--(a) If proposed corporate
action creating dissenters' rights under Code Section 14-2-1302 is submitted to
a vote at a shareholders' meeting, the meeting notice must state that
shareholders are or may be entitled to assert dissenters' rights under this
article and be accompanied by a copy of this article.
(b) If corporate action creating dissenters' rights under Code
Section 14-2-1302 is taken without a vote of shareholders, the corporation
shall notify in writing all shareholders entitled to assert dissenters' rights
that the action was taken and send them the dissenters' notice described in
Code Section 14-2-1322 no later than ten days after the corporate action was
taken.

14-2-1321 NOTICE OF INTENT TO DEMAND PAYMENT.--(a) If proposed
corporate action creating dissenters' rights under Code Section 14-2-1302 is
submitted to a vote at a shareholders' meeting, a record shareholder who wishes
to assert dissenters' rights:
(1) Must deliver to the corporation before the vote is taken written
notice of his intent to demand payment for his shares if the proposed action is
effectuated; and
(2) Must not vote his shares in favor of the proposed action.
(b) A record shareholder who does not satisfy the requirements of
subsection (a) of this Code section is not entitled to payment for his shares
under this article.

14-2-1322 DISSENTERS' NOTICE.--(a) If proposed corporate action
creating dissenters' rights under Code Section 14-2-1302 is authorized at a
shareholders' meeting, the corporation shall deliver a written dissenters'
notice to all shareholders who satisfied the requirements of Code Section
14-2-1321.
(b) The dissenters' notice must be sent no later than ten days after
the corporate action was taken and must:
(1) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;
(2) Inform holders of uncertificated shares to what extent transfer
of the shares will be restricted after the payment demand is received;
(3) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than 30 nor more than 60 days after the
date the notice required in subsection (a) of this Code section is delivered;
and
(4) Be accompanied by a copy of this article.

142-1323 DUTY TO DEMAND PAYMENT.--(a) A record shareholder sent a
dissenters' notice described in Code Section 14-2-1322 must demand payment and
deposit his certificates in accordance with the terms of the notice.
(b) A record shareholder who demands payment and deposits his shares
under subsection (a) of this Code section retains all other rights of a
shareholder until these rights are canceled or modified by the taking of the
proposed corporate action.
(c) A record shareholder who does not demand payment or deposit his
share certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for his shares under this article.

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14-2-1324 SHARE RESTRICTIONS.--(a) The corporation may restrict the
transfer of uncertificated shares from the date the demand for their payment is
received until the proposed corporate action is taken or the restrictions
released under Code Section 14-2-1326.
(b) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until these
rights are canceled or modified by the taking of the proposed corporate action.

14-2-1325 OFFER OF PAYMENT.--(a) Except as provided in Code Section
14-2-1327, within ten days of the later of the date the proposed corporate
action is taken or receipt of a payment demand, the corporation shall by notice
to each dissenter who complied with Code Section 14-2-1323 offer to pay to such
dissenter the amount the corporation estimates to be the fair value of his or
her shares, plus accrued interest.
(b) The offer of payment must be accompanied by:
(1) The corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of payment, an income statement
for that year, a statement of changes in shareholders' equity for that year,
and the latest available interim financial statements, if any;
(2) A statement of the corporation's estimate of the fair value of
the shares;
(3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under Code
Section 14-2-1327; and
(5) A copy of this article.
(c) If the shareholder accepts the corporation's offer by written
notice to the corporation within 30 days after the corporation's offer or is
deemed to have accepted such offer by failure to respond within said 30 days,
payment for his or her shares shall be made within 60 days after the making of
the offer or the taking of the proposed corporate action, whichever is later.

14-2-1326 FAILURE TO TAKE ACTION.--(a) If the corporation does not
take the proposed action within 60 days after the date set for demanding
payment and depositing share certificates, the corporation shall return the
deposited certificates and release the transfer restrictions imposed on
uncertificated shares.
(b) If, after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under Code Section 14-2-1322 and repeat the payment demand
procedure.

14-2-1327 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR
OFFER.--(a) A dissenter may notify the corporation in writing of his own
estimate of the fair value of his shares and amount of interest due, and demand
payment of his estimate of the fair value of his shares and interest due, if:
(1) The dissenter believes that the amount offered under Code
Section 14-2-1325 is less than the fair value of his shares or that the
interest due is incorrectly calculated; or
(2) The corporation, having failed to take the proposed action, does
not return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within 60 days after the date set for
demanding payment.

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(b) A dissenter waives his or her right to demand payment under this
Code section and is deemed to have accepted the corporation's offer unless he
or she notifies the corporation of his or her demand in writing under
subsection (a) of this Code section within 30 days after the corporation
offered payment for his or her shares, as provided in Code Section 14-2-1325.
(c) If the corporation does not offer payment within the time set
forth in subsection (a) of Code Section 14-2-1325:
(1) The shareholder may demand the information required under
subsection (b) of Code Section 14-2-1325, and the corporation shall provide
the information to the shareholder within ten days after receipt of a written
demand for the information; and
(2) The shareholder may at any time, subject to the limitations
period of Code Section 14-2-1332, notify the corporation of his own estimate of
the fair value of his shares and the amount of interest due and demand payment
of his estimate of the fair value of his shares and interest due.

PART 3. JUDICIAL APPRAISAL OF SHARES

14-2-1330 COURT ACTION.--(a) If a demand for payment under Code
Section 14-2-1327 remains unsettled, the corporation shall commence a
proceeding within 60 days after receiving the payment demand and petition the
court to determine the fair value of the shares and accrued interest. If the
corporation does not commence the proceeding within the 60 day period, it shall
pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding, which shall be a
nonjury equitable valuation proceeding, in the superior court of the county
where a corporation's registered office is located. If the surviving
corporation is a foreign corporation without a registered office in this state,
it shall commence the proceeding in the county in this state where the
registered office of the domestic corporation merged with or whose shares were
acquired by the foreign corporation was located.
(c) The corporation shall make all dissenters, whether or not
residents of this state, whose demands remain unsettled parties to the
proceeding, which shall have the effect of an action quasi in rem against their
shares. The corporation shall serve a copy of the petition in the proceeding
upon each dissenting shareholder who is a resident of this state in the manner
provided by law for the service of a summons and complaint, and upon each
nonresident dissenting shareholder either by registered or certified mail or by
publication, or in any other manner permitted by law.
(d) The jurisdiction of the court in which the proceeding is
commenced under subsection (b) of this Code section is plenary and exclusive.
The court may appoint one or more persons as appraisers to receive evidence and
recommend decision on the question of fair value. The appraisers have the powers
described in the order appointing them or in any amendment to it. Except as
otherwise provided in this chapter, Chapter 11 of Title 9, known as the
"Georgia Civil Practice Act," applies to any proceeding with respect to
dissenters' rights under this chapter.
(e) Each dissenter made a party to the proceeding is entitled to
judgment for the amount which the court finds to be the fair value of his
shares, plus interest to the date of judgment.

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14-2-1331 COURT COSTS AND COUNSEL FEES.--(a) The court in an
appraisal proceeding commenced under Code Section 14-2-1330 shall determine all
costs of the proceeding, including the reasonable compensation and expenses of
appraisers appointed by the court, but not including fees and expenses of
attorneys and experts for the respective parties. The court shall assess the
costs against the corporation, except that the court may assess the costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or
not in good faith in demanding payment under Code Section 14-2-1327.
(b) The court may also assess the fees and expenses of attorneys and
experts for the respective parties, in amounts the court finds equitable:
(1) Against the corporation and in favor of any or all dissenters if
the court finds the corporation did not substantially comply with the
requirements of Code Sections 14-21320 through 14-2-1327; or
(2) Against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by this article.
(c) If the court finds that the services of attorneys for any
dissenter were of substantial benefit to other dissenters similarly situated,
and that the fees for those services should not be assessed against the
corporation, the court may award to these attorneys reasonable fees to be paid
out of the amounts awarded the dissenters who were benefited.

14-2-1332 LIMITATION OF ACTIONS.--No action by any dissenter to
enforce dissenters' rights shall be brought more than three years after the
corporate action was taken, regardless of whether notice of the corporate
action and of the right to dissent was given by the corporation in compliance
with the provisions of Code Section 14-2-1320 and Code Section 14-2-1322.

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