SOUTHTRUST CORP, S-4, 1994-05-24

SOUTHTRUST CORP
S-4, 1994-05-24
STATE COMMERCIAL BANKS

Previous: PUGET SOUND POWER & LIGHT CO /WA/, 424B2, 1994-05-24

Next: TELE COMMUNICATIONS INC, S-4/A, 1994-05-24

<PAGE> 1

As filed with the Securities and Exchange Commission on May 24, 1994
Registration No. 33-_______
PRELIMINARY COPIES
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 6711 63-0574085
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification No.)
or organization) Code Number)

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

With copies to:
C. LARIMORE WHITAKER, ESQ. MICHAEL L. MILLER, ESQ.
BRADLEY, ARANT, ROSE & WHITE CALFEE, HALTER & GRISWOLD
1400 PARK PLACE TOWER SUITE 1800
2001 PARK PLACE 800 SUPERIOR AVENUE
BIRMINGHAM, ALABAMA 35203 CLEVELAND, OHIO 44144-2688
(205) 521-8000 (216) 622-8200
----------------------------- --------------------------

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

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate offering registration
securities to be registered registered per unit price fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$2.50 per share . . . . . . . . . . . . 457,039 Shares
Rights to Purchase Series A Junior * $5,545,376.75** $1,912.20
Participating Preferred Stock . . . . . 203,128 Rights
====================================================================================================================================
</TABLE>
* Not Applicable
** Estimated solely for purposes of determining the amount of the
registration fee in accordance with Rule 457(f)(2) under the
Securities Act of 1933.
____________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
SOUTHTRUST CORPORATION

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

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

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

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

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

5. Pro Forma Financial Information *

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

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

8. Interests of Named Experts and Counsel Legal Matters

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

10. Information With Respect to S-3 Registrants Summary

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

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

13. Incorporation of Certain Information by *
Reference

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

15. Information With Respect to S-3 Companies *

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

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

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

19. Information if Proxies, Consents or *
Authorizations are not to be Solicited, or
in an Exchange Offer

- ------------------------------------------------------------
* Not Applicable
</TABLE>
<PAGE> 3
COMMUNITY BANK OF CHARLOTTE
4045 TAMIAMI TRAIL
PORT CHARLOTTE, FLORIDA 33949-2490
-----------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
-----------------------------------------

Notice is hereby given that a Special Meeting of Shareholders of
Community Bank of Charlotte, a Florida banking corporation ("Community"), will
be held on _________ ___, 1994, at 10:00 a.m., local time, at the Holiday Inn
Waterfront, 300 Retta Esplanade, Punta Gorda, Florida 33950 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 (the "Merger
Agreement"), a copy of which is annexed as Exhibit A to the
accompanying Proxy Statement/Prospectus, between Community and
SouthTrust Bank of Southwest Florida, National Association, a
national banking association ("ST-Bank"), and joined in by
SouthTrust Corporation, a Delaware corporation ("SouthTrust"),
and SouthTrust of Florida, Inc., a Florida corporation and
wholly-owned subsidiary of SouthTrust ("ST-FL"), whereby
Community will be merged with and into ST-Bank and the
shareholders of Community will receive 0.6788 shares of common
stock of SouthTrust (subject to appropriate adjustment in the
event of certain occurrences) in exchange for each outstanding
share of common stock of Community, subject to rights of dissent
and exclusive of shares of common stock of Community held in the
treasury of Community, with cash being paid in lieu of any
fractional shares of common stock of SouthTrust, pursuant
to and in accordance with the terms and conditions of the Merger
Agreement, all as more fully described in the accompanying Proxy
Statement/Prospectus; and

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

Only those persons who were holders of record of the common stock
of Community at the close of business on ______________, 1994, are entitled to
notice of and to vote at the Special Meeting and any adjournments 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 Statement/Prospectus relating to and a proxy for use in
connection with the Special Meeting are enclosed.

By Order of the Board of Directors

Judy Johnson
Secretary
Port Charlotte, Florida
________________, 1994

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY SO THAT COMMUNITY MAY BE ASSURED OF THE PRESENCE OF A
QUORUM AT THE SPECIAL MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE> 4
PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT OF

COMMUNITY BANK OF CHARLOTTE

FOR A SPECIAL MEETING OF ITS SHAREHOLDERS
TO BE HELD ___________ __, 1994

____________________________________________________________

THIS PROXY STATEMENT INCLUDES THE PROSPECTUS OF

SOUTHTRUST CORPORATION

RELATING TO UP TO 457,039 SHARES OF COMMON STOCK
(PAR VALUE $2.50 PER SHARE)

TO BE ISSUED IN CONNECTION WITH A PROPOSED MERGER OF
COMMUNITY BANK OF CHARLOTTE INTO SOUTHTRUST BANK OF
SOUTHWEST FLORIDA, NATIONAL ASSOCIATION,
A WHOLLY-OWNED INDIRECT 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 COMMUNITY BANK OF CHARLOTTE. 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
COMMUNITY BANK OF CHARLOTTE HAS BEEN SUPPLIED BY COMMUNITY BANK OF CHARLOTTE.

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

_________________________________________________

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

The date of this Proxy Statement/Prospectus is ________________, 1994.
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Description of SouthTrust Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Market and Dividend Information Respecting the Common Stock of SouthTrust and Community . . . . . . . . . . . 27
Comparison of the Common Stock of SouthTrust and Community . . . . . . . . . . . . . . . . . . . . . . . . . 29
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Certain Information Concerning the Business of Community . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Selected Financial Data of Community . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Management's Discussion and Analysis of Financial Condition and Results of Operations of Community . . . . . 38
Beneficial Ownership of Community Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Index to the Financial Statements of Community . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit A - Agreement and Plan of Merger, as amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - National Bank 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 Seven World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates.

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

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

2
<PAGE> 6
INTRODUCTION

GENERAL

This Proxy Statement/Prospectus is being furnished to the holders of
common stock, par value $5.00 per share ("Community Common Stock"), of
Community Bank of Charlotte, a Florida banking corporation ("Community"), in
connection with the solicitation of proxies by the Board of Directors of
Community for use at a special meeting of shareholders of Community to be held
on ________ __, 1994, at 10:00 a.m., local time, at the Holiday Inn Waterfront,
300 Retta Esplanade, Punta Gorda, Florida 33950 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
(the "Merger Agreement"), between Community and SouthTrust Bank of Southwest
Florida, National Association, a national banking association ("ST-Bank"), and
joined in by SouthTrust Corporation, a Delaware corporation ("SouthTrust"), and
SouthTrust of Florida, Inc., a Florida corporation and a wholly-owned
subsidiary of SouthTrust ("ST-FL"), providing for the merger of Community into
ST-Bank (the "Merger") and, subject to rights of dissent and exclusive of
shares of Community Common Stock held in the treasury of Community, the
conversion in the Merger of each outstanding share of Community Common Stock
into 0.6788 shares of common stock, par value $2.50 per share, of SouthTrust
("SouthTrust Common Stock"). No fractional shares of SouthTrust Common Stock
will be issued in the Merger, and, in lieu thereof, each holder of shares of
Community Common Stock who otherwise would have been entitled to receive a
fractional share of SouthTrust Common Stock will be entitled to receive a cash
payment in an amount equal to the product of (i) the fractional interest of a
share of SouthTrust Common Stock to which such holder otherwise would have been
entitled and (ii) the last sales price of 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
trading day immediately preceding the Effective Time of the Merger (as defined
below).

The 0.6788 shares of SouthTrust Common Stock for which each share of
Community 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 trading days immediately preceding __________, 1994, of
approximately $_____. See "DESCRIPTION OF SOUTHTRUST CAPITAL STOCK-SouthTrust
Common Stock" and "MARKET AND DIVIDEND INFORMATION RESPECTING THE COMMON STOCK
OF SOUTHTRUST AND COMMUNITY." Because the number of shares of SouthTrust
Common Stock to be received for each share of Community 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 Community Common Stock. However,
Community is not obligated to consummate the Merger in the event that the
average last sales price of a share of SouthTrust Common Stock as reported by
NASDAQ for the last twenty trading days immediately preceding the Effective
Time of the Merger is less than $17.00 per share. For additional information
regarding the terms of the Merger, see the Merger Agreement which is attached
hereto as Exhibit A and "THE MERGER."

Subject to the approval of the Merger Agreement by the shareholders of
Community and the satisfaction or waiver of all conditions contained in the
Merger Agreement, the Merger will become effective upon the filing of
appropriate Articles of Merger with the Secretary of State of the State of
Florida and notice of the Merger with the Office of the Comptroller of the
Currency (the "OCC") (the "Effective Time of the Merger"). It is anticipated
that such documents will be filed and the Merger will become effective on or
about _______________, 1994.

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

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.

3
<PAGE> 7
VOTING AT THE SPECIAL MEETING

The Board of Directors of Community has fixed the close of business on
__________, 1994 as the record date (the "Record Date") for the determination
of holders of shares of Community Common Stock entitled to notice of and to
vote at the Special Meeting. On the Record Date, Community had outstanding
515,849 shares of Community Common Stock, which constituted the only
outstanding class of capital stock of Community entitled to notice of and to
vote at the Special Meeting. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of Community Common Stock
entitled to vote is necessary to constitute a quorum at the Special Meeting.
However, the affirmative vote of the holders of at least two-thirds of the
outstanding shares of Community Common Stock entitled to vote thereon is
required to approve the Merger Agreement. Each holder of record of shares of
Community 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, Community directors and executive officers (a
total of 13 persons) beneficially owned a total of 162,138 shares of Community
Common Stock (exclusive of 139,704 shares of Community Common Stock which may
be acquired by such persons pursuant to options and warrants), representing
approximately 31.43% of the shares of Community Common Stock entitled to vote
at the Special Meeting. All of such directors and officers have advised
Community that, as of the date of the Proxy Statement/Prospectus, they intend
to vote for the approval of the Merger Agreement.

THE BOARD OF DIRECTORS OF COMMUNITY 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
COMMUNITY."

A proxy in the form enclosed, properly completed and returned in time
for the voting thereof at the Special Meeting, with instructions specified
thereon, will be voted in accordance with such instructions. Only votes FOR a
particular matter constitute affirmative votes. Votes that are withheld or
abstain, including broker non-votes, with respect to a matter are counted for
quorum purposes, but since they are not cast for a particular matter such votes
have the same effect as negative votes with respect to the proposal regarding
the Merger Agreement. 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 Community 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 in itself revoke a proxy.

In addition to the use of the mail, proxies may be solicited by
telephone, telecopy or personally by the directors, officers and employees of
Community, who will receive no extra compensation for their services. The
expenses of such solicitation will be paid by Community. Community 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 Community Common Stock.

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

4
<PAGE> 8
SUMMARY

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

PARTIES TO THE MERGER

SouthTrust

SouthTrust is a regional bank holding company headquartered in
Birmingham, Alabama. As of March 31, 1994, SouthTrust had consolidated total
assets of approximately $15.1 billion, which ranked it as the largest bank
holding company headquartered in Alabama. Following the enactment of Alabama's
interstate banking legislation in 1987, SouthTrust has pursued a strategy of
acquiring banks and financial institutions throughout the areas of Florida,
Georgia, North Carolina, South Carolina and Tennessee and offers a full range
of banking services through 39 bank subsidiaries operating more than 395
offices. SouthTrust, through its bank-related subsidiaries, also offers a
range of other services, including mortgage banking services, data processing
services and securities brokerage services. The largest bank subsidiary of
SouthTrust is SouthTrust Bank of Alabama, N.A., Birmingham, Alabama (the oldest
predecessor of which was incorporated in 1887), which had approximately $4.4
billion in total assets as of March 31, 1994. Of SouthTrust's $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 or near major metropolitan markets in
Florida, Georgia, North Carolina, South Carolina and Tennessee. The effect of
this expansion has been to give SouthTrust access to metropolitan markets with
favorable prospects for growth of population, per capita income, and business
development opportunities.

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

<TABLE>
<CAPTION>
Total Total Total
Institution Location Assets Deposits Loans*
- ----------------- -------- ------ -------- ------
(in millions)
<S> <C> <C> <C> <C>
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
The Bank of Bradenton Bradenton, Florida 46.8 42.3 24.6
Citrus National Bank Crystal River, Florida 35.7 32.1 22.2
First Columbus Community Bank
& Trust Company Columbus, Georgia 54.2 48.2 35.7
First Jefferson Corporation Biloxi, Mississippi 42.3 39.7 21.9
HomeBanc, F.S.B. Atlanta, Georgia 304.8 265.6 246.1
University State Bank Corp. Tampa, Florida 19.8 17.5 11.8
</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 Community, The Bank of Bradenton, and First Columbus Community Bank & Trust
Company, 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.

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 Community 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.

5
<PAGE> 9

Community

Community was organized under the laws of the State of Florida in May
1988 for the purpose of engaging in the commercial banking business. Community
operates out of a single office in Port Charlotte, Florida. Community is a
member of the Federal Reserve System and is a member of and its deposits are
insured by the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance
Corporation ("FDIC"). Community is subject to comprehensive regulation,
examination and supervision by the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board") and the Florida Department of Banking and
Finance (the "Florida Department"). See "CERTAIN INFORMATION CONCERNING THE
BUSINESS OF COMMUNITY" and "SUPERVISION AND REGULATION."

The business of Community consists primarily of attracting deposits
from the general public and using these funds, as well as loan repayments and
borrowings, to originate loans, primarily for individuals and small businesses.
Community's primary market area for loans and deposits is Charlotte County,
Florida, and the total population of that area was approximately 122,000 as of
December 1993.

Community maintains its principal executive offices at 4045 Tamiami
Trail, Port Charlotte, Florida and the telephone number at such office is (813)
743-4948.

SouthTrust of Florida, Inc.

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

SouthTrust Bank of Southwest Florida, National Association

ST-Bank is a national banking association with its main office located
in Ft. Myers, Florida. As of March 31, 1994, ST-Bank operated nine branch
offices, including offices in the cities of Cape Coral, Naples, and Camelot
Isles, Florida.

SPECIAL MEETING

The Special Meeting will be held at 10:00 a.m., local time, on ______,
1994, at the Holiday Inn Waterfront, 300 Retta Esplanade, Punta Gorda,
Florida 33950 to consider and vote upon the Merger Agreement. Only holders of
record of shares of Community Common Stock as of the close of business on
___________, 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
Community at the Special Meeting, the receipt of required regulatory approvals,
and other conditions, Community will be merged into ST-Bank pursuant to the
Merger Agreement. At the Effective Time of the Merger, each outstanding share
of Community Common Stock will be converted, subject to rights of dissent and
exclusive of shares of Community Common Stock held in the treasury of
Community, into the right to receive 0.6788 shares of SouthTrust Common Stock,
which exchange ratio is subject to appropriate adjustment in the event of
certain stock splits and stock dividends effected by SouthTrust. No fractional
shares of SouthTrust Common Stock will be issued in the Merger, and, in lieu
thereof, each holder of shares of Community Common Stock who otherwise would
have been entitled to receive a fractional share of SouthTrust Common Stock
will be entitled to receive a cash payment in an amount equal to the product of
(i) the fractional interest of a share of SouthTrust Common Stock to which such
holder otherwise would have been entitled and (ii) the last sales price of 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, the holders of all
options or warrants to purchase Community Common Stock granted or issued by
Community (the "Community Options") shall be converted (whether or not each
such Community Option is then exercisable) into such number of shares of
SouthTrust Common Stock as shall equal in value (based upon the last sales
price of such SouthTrust Common Stock as reported by NASDAQ as of the last
trading day preceding the Effective Time of the Merger (the "SouthTrust Last
Sales Price")) (i)(A) 0.6788 multiplied by the

6
<PAGE> 10

SouthTrust Last Sales Price of SouthTrust Common Stock less (B) the respective
exercise price applicable to each share of Community Common Stock subject to a
Community Option held by the holder thereof, multiplied (ii) by the number of
shares of Community Common Stock subject to each such Community Option. See
"THE MERGER - Effect of Merger on Community Common Stock and Community
Options."

The 0.6788 shares of SouthTrust Common Stock for which each
outstanding share of Community 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
___________, 1994, of approximately $_____.

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

Following the Merger, the existing office of Community will operate as
a full-service branch of ST-Bank.

Vote Required

The affirmative vote of the holders of at least two-thirds of the
outstanding shares of Community Common Stock is required to approve the Merger
Agreement. Directors and executive officers of Community and their affiliates
owned, as of the Record Date, directly or indirectly, 162,138 shares of
Community Common Stock (exclusive of 139,704 shares of Community Common Stock
which may be acquired by such persons pursuant to the exercise of Community
Options prior to the Effective Time of the Merger), constituting approximately
31.43% of the shares of Community Common Stock outstanding on the Record Date
for the Special Meeting. It is anticipated that all shares held by such
persons will be voted for approval of the Merger Agreement.

Recommendation of the Board of Directors

THE MEMBERS OF THE BOARD OF DIRECTORS OF COMMUNITY HAVE APPROVED THE
MERGER AGREEMENT AND DETERMINED THAT THE MERGER IS FAIR, FROM A FINANCIAL POINT
OF VIEW, AND IS IN THE BEST INTERESTS OF COMMUNITY AND ITS SHAREHOLDERS.
ACCORDINGLY, THE BOARD OF DIRECTORS OF COMMUNITY RECOMMENDS THAT SHAREHOLDERS
OF COMMUNITY 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 Community."

Interests of Certain Named Persons in the Merger

The Merger Agreement provides that the Board of Directors of ST-Bank,
following the Merger, shall consist of those persons who are serving in such
capacity immediately prior to the Effective Time of the Merger, as well as
those persons who may be designated in writing by SouthTrust at or prior to the
Effective Time of the Merger, and the officers of ST-Bank shall be those
persons who are serving in such capacity immediately prior to the Effective
Time of the Merger, as well as those persons who may be designated in writing
by SouthTrust at or prior to the Effective Time of the Merger.

At or prior to the Effective Time of the Merger, and assuming that
SouthTrust has a suitable position available in its system, SouthTrust may
execute a replacement employment agreement with Mr. Emel Uner, Community's
Chairman and Chief Executive Officer, which would supersede and replace that
certain Employment Agreement dated August 1, 1993 between Mr. Uner and
Community. If SouthTrust and Mr. Uner are able to agree on a mutually
agreeable replacement employment agreement, SouthTrust will pay Mr. Uner a cash
signing bonus of $50,000. If SouthTrust and Mr. Uner are unable to agree on a
mutually agreeable replacement employment agreement, the existing Employment
Agreement with Mr. Uner, which expires on August 1, 1996, shall continue in
full force and effect after the Merger. As of the date of this Proxy
Statement/Prospectus, SouthTrust and Mr. Uner have not definitively agreed to
the terms of a replacement employment agreement.

The Merger Agreement further provides that with respect to any claim
made or action commenced within four years after the Effective Time of the
Merger, SouthTrust shall, to the extent permitted by Florida law, indemnify
each director, officer and employee of Community, in accordance with the
provisions of the Articles of Incorporation and Bylaws of Community, 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. From and

7
<PAGE> 11
after the Effective Time of the Merger, the directors, officers and employees
of Community who become or serve as directors, officers or employees of
SouthTrust, ST-FL or ST-Bank, or any affiliates thereof, shall have
indemnification rights having prospective application only, except as set forth
above.

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

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

The respective obligations of SouthTrust and Community 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 Community's shareholders, (iii) consummation of the transactions
contemplated by that certain Agreement and Plan of Share Exchange whereby ST-FL
would acquire all of the outstanding capital stock of Island Bank of Collier
County, a Florida banking corporation located in Marco Island, Florida
("Island"), and immediately following such stock acquisition by ST-FL, Island
would be merged into ST-Bank, and (iv) certain other conditions customary in
transactions of this kind.

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 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 Community of the Merger
Agreement.

On or about February 11, 1994 ST-Bank filed an application with the
OCC seeking approval to merge Community into ST-Bank. That application was
approved on May 4, 1994. Further, the Merger of Community into ST-Bank cannot
be consummated for thirty 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 Community into ST-Bank on antitrust
grounds.

In addition, SouthTrust received a letter dated March 7, 1994 from
the Federal Reserve Board notifying SouthTrust that on or about February 16,
1994, an objection to a pending application by SouthTrust unrelated to the
Merger had been filed with the Federal Reserve Board. The objection alleged
that SouthTrust had not met the requirements of the Community Reinvestment Act
and requested that the subject application be denied. While Federal Reserve
Board approval is not required for the Merger, Federal Reserve Board action is
required for ST-FL to acquire Island, and, as indicated above, the Merger is
conditioned upon the acquisition of Island by ST-FL. The review and processing
of this objection may affect the timing and results of the review and process
of the applications filed in connection with the Island transaction, although
SouthTrust expects a response from the Federal Reserve Board concerning the
acquisition by ST-FL of Island on or around June 15, 1994. If approval is
received from the Federal Reserve Board regarding the Island transaction, no
thirty day waiting period is expected to be applicable, and, if such approval
is received by June 15, 1994, it is expected that the Merger will be
consummated prior to June 30, 1994. Because consummation of the Merger by
SouthTrust is conditioned upon consummation of the Island transaction, it is
not expected that the Merger will be consummated unless and until the Island
transaction receives regulatory approval. However, as noted below, the Merger
Agreement may be terminated by any party if the Merger has not occurred on or
before June 30, 1994.

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
instrument signed on behalf of each of the parties thereto.

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

Termination

The Merger Agreement may be terminated at any time prior to the
Effective Time of the Merger: (i) by the mutual consent in writing of
SouthTrust and Community, or (ii) by either SouthTrust or Community
individually, under certain specified circumstances, including if the Merger
shall not have occurred on or prior to

8
<PAGE> 12

June 30, 1994, provided that the failure to consummate the Merger on or before
such date is not caused by a breach of the Merger Agreement by the party
seeking to terminate. See "THE MERGER - Termination."

Effective Time of the Merger

The Merger will become effective upon the filing of appropriate
Articles of Merger relating thereto with the Secretary of State of Florida and
notice of the Merger with the OCC. The parties to the Merger Agreement will
cause such Articles of Merger and notice of Merger to be so filed as soon as
practicable after each of the conditions to consummation of the Merger has been
satisfied or waived. Subject to satisfaction of the conditions contained in
the Merger Agreement, the parties currently anticipate that the Merger will
become effective on or about ______________, 1994, although there can be no
assurance as to whether or when the Merger will become effective. See "THE
MERGER - Effective Time of the Merger."

RIGHTS OF DISSENT AND APPRAISAL

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

COMPARATIVE STOCK PRICES

SouthTrust Common Stock is traded in the over-the-counter market
through the facilities of NASDAQ. The market for shares of Community Common
Stock is not active and during the last two years, the sales price of shares of
Community Common Stock of which Community had knowledge ranged from $10.00 to
$12.00 per share. The last sale of shares of Community Common Stock known to
Community occurred on November 15, 1993 at a sales price of $10.50 per share.

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

<TABLE>
<CAPTION>
SouthTrust SouthTrust
Common Stock Common Stock
Last Sales Price Equivalent (4)
-------------------- ------------------
<S> <C> <C> <C>
(1) September 8, 1993 . . . . . . . . . . . . . . . . $19.00 $12.90
(2) January 6, 1994 . . . . . . . . . . . . . . . . . $18.25 $12.39
(3) _____ ___, 1994 . . . . . . . . . . . . . . . . . $__.__ $__.__
</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 0.6788 shares of SouthTrust Common Stock per share
of Community Common Stock.

Community's shareholders are advised to obtain current market
quotations for or information regarding SouthTrust Common Stock and Community
Common Stock. No assurance can be given as to the market price of SouthTrust
Common Stock or the value of Community Common Stock at any time before the
Effective Time of the Merger or as to the market price of SouthTrust Common
Stock at any time thereafter. Because the exchange ratio of Community Common
Stock for SouthTrust Common Stock is fixed, it will not compensate Community's
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 were to decrease, the value of the SouthTrust
Common Stock to be received in the Merger in exchange for Community Common
Stock would decrease. However, Community is not obligated to consummate the
Merger in the event that the average last sales price of a share of SouthTrust
Common Stock as reported by NASDAQ for the last twenty trading days immediately
preceding the Effective Time of the Merger is less than $17.00 per share. It
also should be noted that, in the event

9
<PAGE> 13

the market price of SouthTrust Common Stock were to increase, the value of the
SouthTrust Common Stock to be received in the Merger in exchange for Community
Common Stock would increase.

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

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
Community who are not deemed to be "affiliates" (as that term is defined in the
rules under the Securities Act) of Community and who do not become affiliates
of SouthTrust. The shares of SouthTrust Common Stock to be issued to
affiliates of Community may be resold only pursuant to an effective
registration statement, pursuant to Rule 145 under the Securities Act (which,
among other things, permits the resale of securities subject to certain volume
limitations) 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. Since the aggregate number of shares of SouthTrust Common Stock
issuable in the Merger is less than any applicable volume limitation under
Rule 145, an affiliate of Community who otherwise complies with Rule 145, and
subject to the undertaking described below, 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.

In addition, at or prior to the Effective Time of the Merger, each
affiliate of Community 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, among other things, that he or she shall not sell,
pledge, transfer, or otherwise dispose of such shares of SouthTrust Common
Stock (i) in violation of the Securities Act or the rules and regulations
thereunder, and (ii) until such time as financial results covering at least
thirty days of combined operations of Community and SouthTrust had 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 COMMUNITY SHAREHOLDERS

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

ACCOUNTING TREATMENT

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

TAX TREATMENT

Community 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)(C) of the Internal Revenue Code of
1986, as amended (the "Code"); (ii) no gain or loss will be recognized by
holders of shares of Community Common Stock who receive SouthTrust Common Stock
in the Merger (except in connection with the receipt of cash in lieu of
fractional interests in shares of SouthTrust Common Stock); (iii) the basis of
the SouthTrust Common Stock received by the shareholders of Community pursuant
to the Merger and the holding period therefor will be the same as the basis
and holding period of the Community Common Stock surrendered in exchange
therefor and (iv) each holder of an option or warrant to purchase Community
Common Stock who receives SouthTrust Common Stock in exchange therefor will
recognize ordinary income equal to the fair market value of the SouthTrust
Common Stock received. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."

10
<PAGE> 14

THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES MAY VARY FOR EACH HOLDER
OF SHARES OF COMMUNITY COMMON STOCK. COMMUNITY 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.

EQUIVALENT SHARE DATA

The following summary presents comparative historical unaudited per
share data for both SouthTrust and Community. The pro forma amounts assume the
Merger was effective as of the commencement of the periods presented and was
accounted for as a pooling of interests. SouthTrust's pro forma amounts
represent the combined pro forma results, and Community pro forma equivalent
amounts are computed by multiplying the pro forma amounts by a factor of 0.6788
to reflect the exchange ratio in the Merger of 0.6788 shares of SouthTrust
Common Stock for each share of Community 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
Community 0.27 0.75 (0.14) 0.18
SouthTrust pro forma combined 1.93 1.65 1.41 0.51
Community pro forma equivalent 1.31 1.12 0.96 0.35

Cash dividends per common share:
SouthTrust $ 0.60 $ 0.52 $ 0.48 $ 0.17
Community -- -- -- --
Community pro forma equivalent (1) 0.41 0.35 0.33 0.12
</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
Community 10.66 10.75
SouthTrust pro forma combined 13.26 13.46
Community pro forma equivalent 9.00 9.14
</TABLE>
___________________________________________
(1) Community pro forma equivalent dividends per share represent
historical dividends per share declared by SouthTrust, multiplied by
the conversion ratio of 0.6788 shares of SouthTrust Common Stock for
each share of Community Common Stock.

11
<PAGE> 15

SELECTED FINANCIAL DATA

The following tables set forth certain selected historical
consolidated financial information for SouthTrust and certain selected
historical financial information for Community. 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 and audited financial statements of Community. The financial data
for the interim periods ended March 31, 1994 and 1993 are derived from the
unaudited historical financial statements of SouthTrust and Community,
respectively, and reflect, in the respective opinion of management of
SouthTrust and Community 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 financial statements of Community, and the related notes
thereto, included in documents included elsewhere herein or incorporated herein
by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."

SOUTHTRUST CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months
Years Ended December 31, Ended March 31,
------------------------------------------------------- ----------------------
1993 1992 1991 1990 1989 1994 1993
---------- ---------- ---------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
(in thousands except per share data):
Interest income $ 927,551 $ 828,080 $ 823,725 $ 776,661 $ 684,624 $ 238,207 $ 224,332
Interest expense 397,743 382,930 474,453 498,329 450,147 99,881 96,320
---------- ---------- ---------- --------- --------- ---------- ----------
Net interest income 529,808 445,150 349,272 278,332 234,477 138,326 128,012
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
Provision for income taxes 73,992 50,646 33,309 20,360 19,075 20,817 16,769
---------- ---------- ---------- --------- --------- ---------- ----------
Net income $ 150,535 $ 114,246 $ 90,006 $ 69,708 $ 72,775 $ 40,737 $ 34,844
========== ========== ========== ========= ========= ========== ==========

Net income per common share
and common share equivalent $ 1.94 $ 1.66 $ 1.42 $ 1.14 $ 1.21 $ 0.51 $ 0.46
Cash dividends declared
per common share 0.60 0.52 0.48 0.46 0.43 0.17 0.15
Average common shares and common
share equivalents outstanding 77,772 68,948 63,255 61,148 60,077 79,847 76,245

BALANCE SHEET DATA (at period end)
(in millions):
Total assets $ 14,708.0 $ 12,714.4 $ 10,158.1 $ 9,005.9 $ 7,763.2 $ 15,081.0 $ 13,427.7
Total loans net of unearned income 9,448.3 7,546.6 5,965.0 5,531.4 4,690.5 9,849.4 8,121.5
Total deposits 11,515.4 10,082.3 8,277.2 7,228.0 6,054.5 11,538.3 10,651.9
Total stockholders' equity 1,051.8 860.4 662.0 549.6 507.1 1,068.6 923.6
</TABLE>

12
<PAGE> 16

COMMUNITY BANK OF CHARLOTTE
<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 $ 2,660 $ 2,681 $ 2,554 $ 2,239 $ 1,174 $ 767 $ 699
Interest expense 1,278 1,466 1,526 1,367 608 395 317
-------- -------- -------- -------- ------- -------- -------
Net interest income 1,382 1,215 1,028 872 566 372 382
Provision for loan losses 33 91 223 182 55 -- 5
-------- -------- -------- -------- ------- -------- -------
Net interest income after
provision for loan losses 1,349 1,124 805 690 511 372 377
Non-interest income 246 362 199 94 64 31 44
Non-interest expense 1,447 1,090 1,072 949 775 292 310
-------- -------- -------- -------- ------- -------- -------
Income before income taxes,
cumulative effect of change
in accounting principle
and extraordinary item 147 396 (68) (165) (199) 111 111
Provision for income taxes 86 148 -- -- -- 20 21
-------- -------- -------- -------- ------- -------- -------
Income before cumulative effect
of change in accounting principle
and extraordinary item 62 248 (68) (165) (199) 91 90
Cumulative effect of change in
accounting principle (79) -- -- -- -- -- --
Income before extraordinary item 141 128 (68) (165) (199) 91 90
Extraordinary item -- 140 -- -- -- -- --
-------- -------- -------- -------- ------- -------- -------
Net income (loss) $ 141 $ 388 $ (68) $ (165) $ (199) $ 91 $ 90
======== ======== ======== ======== ======= ======== =======

Net income (loss) per common
share and common share equivalent $ 0.27 $ 0.70 $ (.14) $ (.55) $ (.67) $ 0.18 $ 0.17
Cash dividends declared
per common share 0 0 0 0 0 0 0
Average common shares and common
share equivalents outstanding 515,849 515,849 490,158 300,000 300,000 515,849 515,849

BALANCE SHEET DATA (at period end)
(in millions):
Total assets $ 41.1 $ 39.2 $ 33.6 $ 24.5 $ 17.8 $ 51.8 $ 38.6
Total loans net of unearned income 29.6 25.5 20.3 18.6 12.9 30.3 26.8
Total deposits 35.3 33.7 28.4 21.8 14.9 46.0 32.9
Total stockholders' equity 5.5 5.3 4.7 2.5 2.7 5.5 5.5
</TABLE>

13
<PAGE> 17
THE MERGER

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

GENERAL

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

Pursuant to the Merger Agreement, Community will be merged with and
into ST-Bank pursuant to the National Bank Act and the Florida Banking Code,
and ST-Bank shall be the Surviving Corporation. Upon the effectiveness of the
Merger, each outstanding share of Community Common Stock shall be converted
into the right to receive 0.6788 shares of SouthTrust Common Stock, subject to
rights of dissent and exclusive of shares of Community Common Stock held in the
treasury of Community. No fractional shares of SouthTrust Common Stock will be
issued in the Merger, and, in lieu thereof, each holder of shares of Community
Common Stock who otherwise would have been entitled to receive a fractional
share of SouthTrust Common Stock will be entitled to receive a cash payment in
an amount equal to the product of (i) the fractional interest of a share of
SouthTrust Common Stock to which such holder otherwise would have been entitled
and (ii) the last sales price of such share of SouthTrust Common Stock as
reported by NASDAQ on the last business day preceding the Effective Time of the
Merger.

Subject to the approval of the Merger Agreement by the shareholders of
Community, the satisfaction or waiver of the conditions contained in the Merger
Agreement, and the filing of appropriate Articles of Merger with the Secretary
of State of Florida and a notice of the Merger with the OCC, the Merger
Agreement provides that the Effective Time of the Merger will be within ten
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 thirty days (including any extension thereof) after the later to
occur of approval by the OCC during which the Justice Department fails to
object to the Merger, and (iii) approval by the shareholders of Community of
the Merger.

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

In July 1993, representatives of the Board of Directors of Community
were approached by representatives of SouthTrust regarding a possible
acquisition of Community. Discussions between such representatives regarding a
possible business combination continued between July and September 1993, and
culminated in the execution of a non-binding letter of intent on September 9,
1993. The letter of intent provided, subject to certain conditions, that
Community would be acquired by SouthTrust or one of its subsidiaries in a
transaction in which the shareholders of Community would receive 0.6788 shares
of SouthTrust Common Stock for each outstanding share of Community Common
Stock.

Following the execution of the letter of intent, representatives of
SouthTrust and Community conducted various due diligence activities and
negotiated the terms and conditions to be included in a definitive merger
agreement. At a Board of Directors meeting held on December 15, 1993, the
Board of Directors of Community met to review and consider the Merger
Agreement. At such Board of Directors meeting, all of the directors of
Community present at the meeting voted to approve the Merger and the Merger
Agreement, with such changes as the Chairman and Chief Executive Officer of
Community determined, in consultation with legal counsel and consistent with
the terms of the Merger Agreement and the discussions at the meeting, would be
appropriate. The Merger Agreement between Community and ST-Bank, joined in by
SouthTrust and ST-FL, was executed as of January 7, 1994, and, subsequent
thereto, the members of the Board of Directors of Community approved the Merger
and the execution and delivery of the Merger Agreement. All of the directors
and officers of Community have advised Community that, as of the date of the
Proxy Statement/Prospectus, they intend to vote for the approval of the Merger
Agreement.

The 0.6788 shares of SouthTrust Common Stock to be exchanged for each
share of Community Common Stock reflect prices that were negotiated on an
arm's-length basis between representatives of Community and representatives of
SouthTrust. There was no affiliation between Community and its
representatives, on one hand,

14
<PAGE> 18
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 Community considered a variety of factors in
evaluating and approving the Merger and the Merger Agreement, including (a) the
value of the consideration to be received by Community's shareholders relative
to the book value and earnings per share of Community Common Stock; (b) certain
information concerning the financial condition, results of operations and
business prospects of Community and SouthTrust; (c) the marketability of
Community Common Stock; (d) the competitive and regulatory environment for
financial institutions generally; (e) the fact that the Merger will enable
Community shareholders to exchange their shares of Community Common Stock for
shares of common stock of a larger combined entity, the stock of which is more
widely held and more actively traded and which historically has paid cash
dividends; (f) SouthTrust's ability to provide comprehensive financial services
in relevant markets; and (g) other pertinent information. The Board of
Directors of Community did not assign any relevant weights to the above
factors, but it considered all of such factors to be material. The Board of
Directors 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 Community from
a financial point of view. For these reasons, the Board of Directors of
Community did not engage a financial advisor to issue an opinion that the
transaction is fair, from a financial point of view, to the shareholders of
Community. Based on these factors, the Board of Directors of Community
determined that the Merger was in the best interests of the shareholders of
Community and approved 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 Community will
augment SouthTrust's existing market share in the southwest Florida banking
market and enhance its competitive position in such market.

In addition to the foregoing, the Merger Agreement provides that the
Board of Directors of ST-Bank following the Merger shall consist of those
persons who are serving in such capacity immediately prior to the Effective
Time of the Merger, as well as those persons who may be designated in writing
by SouthTrust at or prior to the Effective Time of the Merger, and the officers
of ST-Bank shall be those persons who are serving in such capacity immediately
prior to the Effective Time of the Merger, as well as those persons who may be
designated in writing by SouthTrust at or prior to the Effective Time of the
Merger.

INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER

The Merger Agreement provides that with respect to any claim made or
action commenced within four years after the Effective Time of the Merger,
SouthTrust shall, to the extent permitted by Florida law, indemnify each
director, officer and employee of Community, in accordance with the provisions
of the Articles of Incorporation and Bylaws of Community 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. From and after the Effective Time of the Merger, the directors,
officers and employees of Community who become or serve as directors, officers
or employees of SouthTrust, ST-FL, or ST-Bank, or any affiliates thereof, shall
have indemnification rights having prospective application only, except as set
forth above.

15
<PAGE> 19
The parties have agreed in the Merger Agreement that appropriate steps
shall be taken to terminate all employee benefit plans of Community as of the
Effective Time of the Merger or as promptly as practicable thereafter.
Following the termination of all such plans, SouthTrust has agreed to cover the
officers and employees of Community 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 Community's group medical and insurance plan
during the current calendar year for purposes of satisfying the deductible
provisions under SouthTrust's plan for such current year, and SouthTrust shall
waive all waiting periods under said plans for pre-existing conditions; and
(ii) credit for each such employee's past service with Community 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.

SouthTrust has further agreed that for purposes of determining
eligibility to participate in, and vesting in accrued benefits under the
SouthTrust Corporation Employee's Profit Sharing Plan (the "ST PS Plan") and
the SouthTrust Corporation Revised Retirement Income Plan (the "ST Retirement
Plan"), employment with Community shall be credited as if it were employment
with SouthTrust, but such service shall not be credited for purposes of
determining benefit accrual under the ST PS Plan and the ST Retirement Plan.

EFFECT OF MERGER ON COMMUNITY COMMON STOCK AND COMMUNITY OPTIONS

At the Effective Time of the Merger, each outstanding share of
Community Common Stock, other than shares of Community Common Stock held by
shareholders who have dissented from the Merger, as discussed below, and shares
of Community Common Stock held in Community's treasury, shall be converted into
the right to receive 0.6788 shares of SouthTrust Common Stock which exchange
ratio is subject to appropriate adjustment in the event of stock splits and
stock dividends effected by SouthTrust. No fractional shares of SouthTrust
Common Stock will be issued in the Merger, and, in lieu thereof, each holder of
a share of Community 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.

The Merger Agreement contemplates that as of the Effective Time of the
Merger, the Community Options shall be converted (whether or not each such
Community Option is then exercisable) into a right of the holder to receive
SouthTrust Common Stock. The holder shall receive such number of shares of
SouthTrust Common Stock as shall equal in value (based upon the SouthTrust Last
Sales Price) (i)(A) 0.6788 multiplied by the SouthTrust Last Sales Price of
SouthTrust Common Stock less (B) the respective exercise price applicable to
each share of Community Common Stock subject to each Community Option held by
the holder thereof, multiplied (ii) by the number of shares of Community Common
Stock subject to each such Community Option.

Because the exchange ratio of shares of SouthTrust Common Stock for
Community Common Stock is fixed, it will not compensate Community's
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 Community Common Stock would
decrease. Community's shareholders are advised to obtain current market
quotations for and information regarding SouthTrust Common Stock and Community
Common Stock. However, Community is not obligated to consummate the Merger in
the event that the average last sales price of a share of SouthTrust Common
Stock as reported by NASDAQ for the twenty trading days immediately preceding
the Effective Time of the Merger is less than $17.00 per share. On
______________, 1994, the most recent date practicable preceding the date of
this Proxy Statement/Prospectus, the last sales price of SouthTrust Common
Stock was $____ per share. In the event the market price of SouthTrust Common
Stock increases, the value of the SouthTrust Common Stock to be received in the
Merger in exchange for Community Common Stock would increase.

16
<PAGE> 20
Community's shareholders are advised to obtain current market quotations for
and information regarding SouthTrust Common Stock and Community Common Stock.
No assurance can be given as to the market price of SouthTrust Common Stock or
the value of Community Common Stock on the date of the Effective Time of the
Merger or as to the market price of SouthTrust Common Stock thereafter.

EFFECTIVE TIME OF THE MERGER

The Merger will become effective upon the effectiveness of appropriate
Articles of Merger relating thereto filed with the Secretary of State of
Florida and notice of the Merger filed with the OCC. The Merger Agreement
provides that the parties thereto will cause such Articles of Merger and notice
of Merger to be filed after each of the conditions to consummation of the
Merger has been satisfied or waived. The Merger cannot become effective until
Community's 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
_____________, 1994, although there can be no assurance as to whether or when
the Merger will become effective.

EXCHANGE OF STOCK CERTIFICATES

At the Effective Time of the Merger, SouthTrust will deliver the total
consideration to be paid by SouthTrust for the shares of Community Common Stock
to such institution as SouthTrust may designate, which institution will act as
the exchange agent for the transaction (the "Exchange Agent"). As promptly as
practicable after the Effective Time of the Merger, the Exchange Agent shall
send a letter of transmittal to each former holder of record of shares of
Community Common Stock for use in exchanging their certificates formerly
representing shares of Community Common Stock for exchange and conversion in
accordance with the procedures provided for therein 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 Community Common
Stock will cease to be shareholders of Community and will have no voting or
other rights with respect to shares of Community 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 Community Common Stock. As
of the Effective Time of the Merger and except as otherwise indicated below,
all holders of shares of Community Common Stock shall be deemed to be holders
of the shares of SouthTrust Common Stock into which such shares of Community
Common Stock shall have been converted in the Merger, whether or not they
surrender the stock certificates representing their shares of Community 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
Community Common Stock, and SouthTrust shall not be obligated to deliver any of
the consideration to which any holder of Community 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 Community Common Stock as provided for in the Merger
Agreement. Until the stock certificates evidencing the shares of Community
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, and, until such holders become record holders of
SouthTrust Common Stock, such holders shall not be entitled to vote the shares
of SouthTrust Common Stock received in the Merger. In addition, holders of
shares of Community 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
Community who are not deemed to be "affiliates" (as that term is defined in the
rules under the Securities Act) of Community and who do not become affiliates
of SouthTrust. The shares of SouthTrust Common Stock to be issued to
affiliates of Community may be resold only pursuant to an effective
registration statement, pursuant to Rule 145 under the Securities Act (which,
among other things, permits the resale of securities subject to certain volume
limitations) 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. Since the aggregate number of shares of SouthTrust Common Stock
issuable in the Merger is less than any applicable volume limitation under Rule
145, an affiliate of Community who otherwise complies with Rule 145, and
subject to the

17
<PAGE> 21
undertaking described below, 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 Community 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, among other things, that he or she shall not sell,
pledge, transfer, or otherwise dispose of such shares of SouthTrust Common
Stock (i) in violation of the Securities Act or the rules and regulations
thereunder, and (ii) until such time as financial results covering at least
thirty days of combined operations of Community 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 Community 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 Community 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

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 be consummated within ten 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 Community of the Merger Agreement.

On or about February 11, 1994, ST-Bank filed with the OCC an
application seeking approval to merge Community into ST-Bank. That application
was approved on May 4, 1994. Further, the Merger of Community into ST-Bank
cannot be consummated for thirty days after approval thereof by the OCC, and
during such period, the Justice Department may challenge the merger of
Community into ST-Bank on antitrust grounds.

In addition, SouthTrust received a letter dated March 7, 1994 from
the Federal Reserve Board notifying SouthTrust that on or about February 16,
1994, an objection to a pending application by SouthTrust unrelated to the
Merger had been filed with the Federal Reserve Board. The objection alleged
that SouthTrust had not met the requirements of the Community Reinvestment Act
and requested that the subject application be denied. While Federal Reserve
Board approval is not required for the Merger, Federal Reserve Board action is
required for ST-FL to acquire Island, and, as indicated above, the Merger is
conditioned upon the acquisition of Island by ST-FL. The review and processing
of the objection described above may affect the timing and results of the
review and process of the application filed in connection with the Island
transaction, although SouthTrust expects a response from the Federal Reserve
Board concerning the acquisition by ST-FL of Island on or about June 15, 1994.
If approval is received from the Federal Reserve Board regarding the Island
transaction by June 15, 1994, it is expected that the Merger will be
consummated prior to June 30, 1994. As noted below, the Merger Agreement may
be terminated by any party if the Merger has not occurred on or before June 30,
1994.

There can be no assurance that any applicable regulatory authority
will approve or take other required action with respect to the Merger or as to
the date of such regulatory approval or other action. SouthTrust and Community
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
Community 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 Community, 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:

18
<PAGE> 22
(i) The Proxy Statement/Prospectus shall have been filed
with the Commission and shall have been cleared thereby or otherwise
authorized for mailing, and the Registration Statement shall have been
filed with and declared effective by the Commission and shall not be
the subject of any stop order or proceedings seeking any stop order;

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

(iii) The absence of any fact, event or condition
pertaining to Community which has had, or is likely to have, a
material adverse effect on the financial condition, results of
operations, or business of Community or SouthTrust;

(iv) The absence of any court or administrative order or
statute which would prevent or enjoin the consummation of the Merger
Agreement or seeking a material amount of damages in connection with
the Merger Agreement;

(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 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 Community 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
Community 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;

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

(vii) The total number of shares of Community Common Stock
outstanding as of the Effective Time of the Merger (exclusive of any
shares of Community Common Stock held in the treasury of Community)
after giving effect to the exercise of all Community Options,
including any securities or rights convertible into or exchangeable
for shares of Community Common Stock, shall not exceed 743,837 shares
in the aggregate;

(viii) The holders of not more than six percent (6%) of the
outstanding shares of Community 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;

(ix) The average last sales price of one share of
SouthTrust Common Stock as reported by NASDAQ for the twenty trading
days immediately preceding the Effective Time of the Merger shall be
not less than $17.00;

(x) SouthTrust and ST-FL shall have consummated those
transaction contemplated by that certain Agreement and Plan of Share
Exchange, dated as of January 7, 1994, between ST-FL and Island; and

(xi) Community shall have received the tax opinion of
Bradley, Arant, Rose & White, counsel for SouthTrust, to the effect,
among others, that the Merger will constitute a reorganization within
the meaning of Section 368 of the Code, and that no gain or loss will
be recognized by the shareholders of

19
<PAGE> 23
Community to the extent that they receive SouthTrust Common Stock in
exchange for Community Common Stock in the Merger. See "CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS."

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

TERMINATION

The Merger Agreement may be terminated at any time prior to the
Effective Time of the Merger: (i) by the mutual consent in writing of
SouthTrust and Community; (ii) by either SouthTrust or Community if the Merger
shall not have occurred on or prior to June 30, 1994, provided that the failure
to consummate the Merger on or before June 30, 1994 is not caused by any breach
of any of the representations, warranties, covenants or other agreements
contained in the Merger Agreement by the terminating party; (iii) by either
SouthTrust or Community (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 any fact, event or condition pertaining to
Community exists that has, or is likely to have, a material adverse effect upon
the condition of Community or would be materially adverse to the interests of
SouthTrust on a consolidated basis (except for facts, events or conditions
disclosed to SouthTrust in the Merger or which have occurred as a consequence
of the Merger Agreement or which are consented to by SouthTrust); or (v) by
Community if any fact, event or condition exists that has, or is likely to
have, a material adverse effect upon the condition of SouthTrust on a
consolidated basis (except for facts, events, or conditions disclosed to
Community the Merger Agreement or which have occurred as a consequence of the
Merger Agreement or which are consented to by Community).

CERTAIN EXPENSES

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

RIGHTS OF DISSENT AND APPRAISAL

A shareholder of Community may dissent from the Merger and receive in
cash the appraised value, as of the Effective Time of the Merger, of the shares
of Community Common Stock held by such shareholder pursuant to Section 215a of
the United States Code (the "Dissent Provisions"). Section 215a of the United
States Code is the controlling provision relating to the dissent rights of
Community shareholders in light of Section 658.41(2) of the Florida Banking
Code which provides that federal, rather than Florida law, will be controlling
in the merger of a Florida bank into a national bank. The appraised value of
the Community Common Stock may differ from the consideration that a shareholder
of Community is entitled to receive in the Merger. The following is a summary
of the Dissent Provisions, the full text of which is set forth as Exhibit B to
this Proxy Statement/Prospectus.

Under the Dissent Provisions, a shareholder of Community may dissent
from the Merger by (i) voting against the Merger or by giving notice in writing
at or prior to the Special Meeting to Mr. Emel Uner (or such other presiding
officer of the Special Meeting) that the shareholder dissents from the Merger
Agreement, and (ii) making a written request to ST-Bank to receive the fair
value of the shares of Community Common Stock, which request is required to be
made within thirty days of the Effective Time of the Merger and to be
accompanied by the surrender of the shareholder's stock certificates.

The value of the shares of any dissenting shareholder shall be
determined as of the Effective Time of the Merger by an appraisal made by a
committee of three persons, composed of one person selected by the holders of a
majority of the shares of Community Common Stock for which rights of dissent
are being asserted, one selected by the Board of Directors of ST-Bank and the
third selected by the other two. The valuation agreed upon by any two of the
three appraisers shall govern. However, if the value so fixed is not
satisfactory to any dissenting shareholder who has requested payment, that
shareholder may, within five days after being notified of the appraised value
of his shares, appeal to the Comptroller of the Currency, who shall cause a
reappraisal to be made which shall be final and binding as to the value of the
shares of the dissenting shareholder who has appealed to the Comptroller.

20
<PAGE> 24
If, within ninety days from the Effective Time of the Merger, for any
reason one or more of the three appraisers is not selected as provided by the
Dissent Provisions, or the appraisers shall fail to determine the value of the
shares, the Comptroller shall upon written request of any interested party
cause an appraisal to be made which shall be final and binding on all parties.
In any event, the value of shares ascertained under the Dissent Provisions
shall be promptly paid to the dissenting shareholders by ST-Bank. In addition,
the SouthTrust Common Stock that would have been delivered to the dissenting
shareholders but for their dissent may, if required by law, be sold at
an advertised public auction at which SouthTrust may bid. If the shares are
auctioned and are sold at a price greater than that paid to the dissenting
shareholders, such excess amount would be remitted to the dissenting
shareholders. The OCC has taken the position that a shareholder may dissent
as to less than all of the shares of stock owned by such shareholder. The
expenses of the Comptroller in making the reappraisal or the appraisal, as
the case may be, shall be paid by ST-Bank.

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

CONDUCT OF BUSINESS BY COMMUNITY PENDING THE MERGER

The Merger Agreement provides that, until the Effective Time of the
Merger, and except with the prior approval of SouthTrust, Community will
conduct its business and engage in transactions only in the ordinary course,
consistent with past practice and prudent banking principles. The Merger
Agreement further provides that, until the Effective Time of the Merger,
Community shall not without the prior approval of SouthTrust, or unless
otherwise expressly permitted in the Merger Agreement, (A) change any provision
of the Articles of Incorporation or Bylaws of Community; (B) except for the
issuance of Community Common Stock upon the exercise of the Community Options,
change the number of shares of the authorized, issued or outstanding capital
stock of Community, 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 Community, or declare, set aside or pay
any dividend or other distribution with respect to the outstanding capital
stock of Community; (C) incur any material liabilities or material obligations
(other than deposit liabilities and short-term borrowings in the ordinary
course of business), whether directly or by way of guaranty, including any
obligation for borrowed money, or whether evidenced by any note, bond,
debenture, or similar instrument, except in the ordinary course of business
consistent with past practice; (D) make any capital expenditures individually
in excess of $25,000, or in the aggregate in excess of $50,000 other than
pursuant to binding commitments existing on August 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; (E) sell,
transfer, convey or otherwise dispose of any real property (including "other
real estate owned") or interest therein having a book value in excess of or in
exchange for consideration in excess of $25,000; (F) pay any bonuses to any
executive officer except pursuant to the terms of an enforceable written
employment agreement and except in a manner consistent with past practice,
which, in any event, will not exceed $20,000 in the aggregate; enter into any
new, or amend in any respect any existing, employment, consulting,
non-competition or independent contractor agreement with any person; alter the
terms of any existing incentive bonus or commission plan; adopt any new or
amend in any material respect any existing employee benefit plan, except as may
be required by law; grant any general increase in compensation to its employees
as a class or to its officers except for non-executive officers in the ordinary
course of business and consistent with past practices and policies or except in
accordance with the terms of an enforceable written agreement; grant any
material increases in fees or other increases in compensation or in other
benefits to any of its directors; or effect any change in any material respect
in retirement benefits to any class of employees or officers, except as
required by law; (G) enter into or extend any agreement, lease or license
relating to real property, personal property, data processing or bankcard
functions relating to Community that involves an aggregate of $25,000; or (H)
acquire twenty percent (20%) or more of the assets or equity securities of any
person or acquire direct or indirect control of any person, other than in
connection with (1) foreclosures in the ordinary course of business or (2)
acquisitions of control by a banking subsidiary in a fiduciary capacity.

Community 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 Community.
Community must promptly advise SouthTrust orally and in writing of any such
inquiries or proposals received by Community 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 Community or for
the acquisition of a substantial equity interest in Community or for the
acquisition of a substantial portion of the assets of Community.

21
<PAGE> 25
BUSINESS AND MANAGEMENT OF COMMUNITY FOLLOWING THE MERGER; PLANS FOR BUSINESS
OF COMMUNITY

Upon consummation of the Merger, Community will be merged into
ST-Bank, with ST-Bank being the surviving corporation in the Merger (the
surviving corporation being sometimes referred to herein as the "Surviving
Corporation"). As of the Effective Time of the Merger, it is anticipated that
the Board of Directors of the Surviving Corporation shall consist of those
persons who are serving as directors of ST-Bank as of the Effective Time of the
Merger, and such other persons as may be designated in writing by SouthTrust at
or prior to the Effective Time of the Merger. It is further anticipated that
the officers of the Surviving Corporation shall be those persons serving as
officers of ST-Bank as of the Effective Time of the Merger, and such other
persons as may be designated in writing by SouthTrust at or prior to the
Effective Time of the Merger.

After the Effective Time of the Merger, the present main office of
Community will become a full service branch of ST-Bank and the operations of
Community will be integrated into the operations of ST-Bank, with efforts
directed toward preserving the existing customer and banking relationships of
Community as a part of ST-Bank.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

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

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

(ii) The acquisition by ST-FL of substantially all of the assets of
Community in exchange solely for shares of SouthTrust Common
Stock and the assumption by ST-FL of Community's liabilities,
as described above, will constitute a reorganization within
the meaning of section 368(a)(1)(C) of the Code. Pursuant to
Section 368(a)(2)(C) of the Code, the acquisition by ST-FL of
substantially all of the assets of Community will not be
disqualified under Section 368(a)(1)(C) of the Code

22
<PAGE> 26
solely by reason of the fact that the assets of
Community that were acquired by ST-FL are transferred to
ST-Bank. SouthTrust, ST-FL and Community each will be a
"party to a reorganization" within the meaning of Section
368(b) of the Code.

(iii) No gain or loss will be recognized by the shareholders of
Community upon the receipt of SouthTrust Common Stock
solely in exchange for their shares of Community Common Stock.

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

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

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

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

(viii) Each holder of an option or warrant to acquire Community
shares who receives SouthTrust Common Stock therefor in
accordance with Section 2.2 of the Merger Agreement will
recognize ordinary income equal to the fair market value of
the SouthTrust Common Stock received.

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

DESCRIPTION OF SOUTHTRUST CAPITAL STOCK

GENERAL

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

Since SouthTrust is a holding company, the right of SouthTrust, and
hence the right of creditors and stockholders of SouthTrust, to participate in
any distribution of assets of any subsidiary (including SouthTrust Bank

23
<PAGE> 27
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
COMMUNITY."

Voting Rights and Other Matters

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

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.

24
<PAGE> 28
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
one-hundredth of a share of SouthTrust Preferred Stock designated as the Series
A Junior Participating Preferred Stock ("Series A Preferred Stock") at a
purchase price of $75.00 (the "Purchase Price"). Such resolutions also provide
that as long as the Rights are attached to shares of SouthTrust Common Stock as
provided in the Rights Agreement referred to below, 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 Community 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

25
<PAGE> 29
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.

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

26
<PAGE> 30
(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 effective on January 24, 1992 and a further
three-for-two stock split effective on May 19, 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.

MARKET AND DIVIDEND INFORMATION RESPECTING THE
COMMON STOCK OF SOUTHTRUST AND COMMUNITY

COMPARATIVE STOCK PRICES PER SHARE

The following table sets forth certain information as to the high and
low last sales price per share of SouthTrust Common Stock for the calendar
quarters indicated. The information listed below with respect to the high and
low last sales prices for SouthTrust Common Stock was obtained from NASDAQ (all
adjusted to reflect a three-for-two stock split effective in January 1992 and a
three-for-two split effected on May 19, 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>
1992:
First Quarter . . . . . . . . . . 17 3/8 14 1/8
Second Quarter . . . . . . . . . 17 1/8 15
Third Quarter . . . . . . . . . . 18 1/8 15 1/2
Fourth Quarter . . . . . . . . . 17 15 3/8

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

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

Shares of Community Common Stock are not actively traded, and
such trading activity, as it occurs, takes place in privately negotiated
transactions. During the last two years, the sales price of shares of
Community Common Stock of which Community had knowledge ranged from $10.00 to
$12.00 per share. The last sale of Community Common Stock of which Community
had knowledge occurred on November 15, 1993, at a price of $10.50 per share.

On September 8, 1993 and September 10, 1993 (the trading days
immediately before and after the public announcement of the proposed Merger),
the last sales prices of SouthTrust Common Stock, as obtained from

27
<PAGE> 31
NASDAQ, were $19 and $19 3/4, respectively; and on _________________, 1994,
the last sales price of SouthTrust Common Stock as obtained from NASDAQ was
$___.

DIVIDENDS

Community 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 effective on January 24, 1992 and a three-for-two
stock split effective on May 19, 1993):

<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 May ___, 1994) . . . . . . . 0.17
</TABLE>

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

There are certain limitations on the payment of dividends to
SouthTrust by its subsidiary banks. The amount of dividends that each
subsidiary national bank of SouthTrust may declare in one year, without
approval of the 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. No dividends, withdrawals or transfers may be made from
the bank's surplus without prior written approval of the Superintendent of
Banks.

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.

Under the South Carolina Banking Code, 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 December 31, 1993,
approximately $269.8 million was available for payment of dividends to
SouthTrust by its bank subsidiaries.

SHAREHOLDERS

As of December 31, 1993, there were approximately 249 holders
of record of Community Common Stock.

28
<PAGE> 32
COMPARISON OF THE COMMON STOCK
OF
SOUTHTRUST AND COMMUNITY

The rights of Community's shareholders are governed by the
Articles of Incorporation of Community, the Bylaws of Community and the laws of
the State of Florida. The rights of SouthTrust shareholders are governed by
the Restated Certificate of Incorporation of SouthTrust, the Bylaws of
SouthTrust and the laws of the State of Delaware. After the Merger becomes
effective, the rights of Community's shareholders who become SouthTrust
shareholders will be governed by the laws of the State of Delaware and by
SouthTrust's Restated Certificate of Incorporation and Bylaws. The following
summary of the rights of the holders of shares of SouthTrust Common Stock and
the holders of shares of Community 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 Community, the General
Corporation Law of the State of Delaware, the Florida Financial Institutions
Codes and the Florida Business Corporation Act.

DIVIDENDS

The sources of funds for payments of dividends by SouthTrust
are its subsidiaries. Because Community and the primary subsidiaries of
SouthTrust are financial institutions, payments made by such subsidiaries to
SouthTrust and by Community to its shareholders are limited by law and
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 COMMUNITY"
for information concerning the effect of such limitations on SouthTrust's and
Community's 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 Florida Banking Code provides that a Florida
banking corporation may declare dividends equal to the net profits of the
period to which such dividends relate plus its retained net profits of the
preceding two years. Further, with the approval of the Florida Department, a
bank may declare a dividend from retained net profits which accrued prior to
the preceding two years. Notwithstanding the foregoing, at least 20% of the
bank's net profits must be carried over to the bank's surplus fund until the
surplus fund shall equal at least the amount of its common and preferred stock
then issued and outstanding. In any event, no bank may declare any dividend at
a time at which its net income for the current year, combined with the retained
net income for the preceding two years, is a loss or which would cause the
capital accounts of the bank to fall below the minimum amounts required by
state or federal law.

VOTING RIGHTS AND OTHER MATTERS

The holders of shares of Community Common Stock and the
holders of shares of SouthTrust Common Stock are each entitled to one vote per
share on all matters brought before the shareholders. The holders of the
shares of SouthTrust Common Stock and Community 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.

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,

29
<PAGE> 33
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 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 607.0901 of the Florida Business Corporation Act is a
similar provision. It provides that an affiliated transaction must be approved
by, subject to certain exceptions, the vote of the holders of two-thirds of the
voting shares of the Florida corporation other than those beneficially owned by
an interested shareholder. An affiliated transaction includes any merger with
an interested shareholder or any corporation which is an affiliate of the
interested shareholder, any significant sale or mortgage of assets of the
corporation to the interested shareholder and other transactions of similar
effect. The Florida provision defines an interested stockholder as a
beneficial owner of 10% or more of the outstanding voting shares of the
corporation.

In addition, Florida Business Corporation Act Section 607.0902
limits the ability of persons to acquire prescribed amounts of voting
securities of issuing public corporations, such as Community. The statute
provides that any person who proposes to make a control share acquisition must
follow certain procedures, including giving notice of the intent to acquire
stock and calling a meeting of shareholders at which such acquisition must be
approved by resolution of a majority of shareholders of each class entitled to
vote thereon. Otherwise, the acquired control shares shall be divested of
voting rights and shall be subject to redemption, if so provided in the
articles of incorporation or bylaws of the corporation. In addition, those
shareholders not voting in favor of a control share acquisition may exercise
rights of dissent. For purposes of this statute, a "control share acquisition"
means the acquisition, directly or indirectly, by any person of as few as
one-fifth of all voting power of the corporation, subject to certain
exceptions. No similar provision exists under the General Corporation Law of
the State of Delaware or, to the knowledge of SouthTrust, is otherwise
applicable to SouthTrust Common Stock.

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 Florida control share statute which is
applicable to Community discourages tender offers for stock where the purpose
of such tender offers is to obtain voting control of the corporation.

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

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

The Bylaws of both SouthTrust and Community also provide that
vacancies on the Board of Directors caused by the death or resignation of a
director or the creation of a new directorship may be filled by the remaining
directors. A person selected by the remaining directors to fill a vacancy will
serve until the annual meeting of shareholders at which the term of the class
of directors to which he has been appointed expires. Therefore, in the case of
SouthTrust if a director who was recently elected to a three-year term resigns,
the remaining directors will

30
<PAGE> 34
be able to select a person to serve the remainder of that three-year term, and
such person will not be required to stand for election until the third annual
meeting of stockholders after his appointment.

Under the General Corporation Law of the State of Delaware
(unless otherwise provided in the certificate of incorporation), any action
required or permitted to be taken by the stockholders of a corporation may be
taken without a meeting and without a stockholder 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 stockholders 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
stockholders are not permitted to call a special meeting of stockholders or to
require that the Board of Directors call such a meeting. Under the Florida
Business Corporation Act, any action required or permitted to be taken by the
shareholders of a corporation may be taken without a meeting and without a
shareholder vote if a written consent is signed by the holders of the
percentage of outstanding capital stock necessary to take such action thereto.
Under the Bylaws of Community, any action taken by the Board of Directors
without a meeting is a valid action if either before or after such action is
taken, all members of the Board sign a written consent as to such action.

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 Community may be amended by a vote of the
majority of the Board of Directors after ten days notice of the proposed
amendment and the meeting to consider it or by the shareholders of Community.

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.

RIGHTS ON LIQUIDATION

In the event of liquidation, the holders of SouthTrust Common
Stock and the holders of Community 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 corporation.

PREEMPTIVE RIGHTS

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

REPORTS TO STOCKHOLDERS

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

The Community Common Stock is not registered under the
Exchange Act. Community provides its shareholders with annual reports
containing audited financial statements of Community. In addition, Community
regularly files reports with the Federal Reserve Board and the Florida
Department certain of which may be inspected by the public.

31
<PAGE> 35
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.

SHAREHOLDER'S DISSENT RIGHTS

Under the Florida Banking Code, shareholders of a Florida
state chartered bank merging with another Florida bank are entitled to
dissenter's rights if they vote against such merger at the meeting of
shareholders, or if they provide written notice of dissent from the plan of
merger to the bank at or prior to the meeting of shareholders. If such
procedures are followed, the surviving state bank shall make an offer in cash
for not more than the fair market value of the dissenting shares and shall pay
such amount to all such holders. In the event that such an offer is not made
or accepted, the bank shall select one appraiser, a second shall be selected by
the owners of at least two-thirds of such dissenting shares and a third shall
be selected by the two so chosen. The value agreed upon by any two of the
appraisers shall control and be final and binding on the parties. If, however,
within ninety days from the effective date of the merger, one or more of the
appraisers is not selected or the appraisers have failed to determine the value
of the dissenting shares, the Florida Department shall cause an appraisal of
the dissenting shares to be made. Unlike federal law relating to mergers
involving a national bank, no provision is made under the Florida Banking
Code for any appeal from the appraisers' decision. If Community were the
surviving bank in the merger, its shareholders would not have the right of
dissent under the Florida Banking Code. Because ST-Bank is a national bank,
the National Bank Act controls the dissent rights of the Community
shareholders in the Merger. See "THE MERGER - Rights of Dissent and Appraisal."

Under the Delaware General Corporation Law, a stockholder has
the right, in certain circumstances, to dissent from certain corporate
transactions and receive the fair market value (excluding any appreciation or
depreciation as a consequence or an expectation of the transaction) of its
shares in cash in lieu of the consideration he otherwise would have received in
the transaction. Such value is determined by the Delaware Court of Chancery if
a petition for appraisal is timely filed. Appraisal rights are not available,
however, to shareholders of a corporation (i) unless otherwise provided in such
corporation's certificate of incorporation (which SouthTrust's Restated
Certificate of Incorporation does not so provide), if the shares are listed on
a national securities exchange or quoted on NASDAQ (as is SouthTrust Common
Stock) or held of record by more than 2,000 stockholders (as is SouthTrust
Common Stock), and stockholders are permitted by the terms of the merger or
consolidation to accept in exchange for their shares (a) shares of stock of the
surviving or resulting corporation, (b) shares of stock of another corporation
listed on a national securities exchange or held of record by more than 2,000
stockholders, (c) cash in lieu of fractional shares of such stock or (d) any
combination thereof, or (ii) in a merger if such corporation is the surviving
corporation and no vote of its stockholders is required.

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. SouthTrust's 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.

32
<PAGE> 36
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 each of 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
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 December 31, 1993, approximately $269.8 million was available for payment
of dividends to SouthTrust by its bank subsidiaries. The payment of dividends
by any 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.

Regulation of Community

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

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

33
<PAGE> 37
The federal government has enacted a variety of measures to
recapitalize the BIF and to reform the deposit insurance system and other
aspects of federal banking regulation. As part of this process, federal
deposit insurance premiums increased significantly.

Capital Guidelines

The Federal Reserve Board has issued final risk-based capital
guidelines for bank holding companies and member banks, such as Community. The
guidelines, which became effective in March 1989, were phased in over four
years and, as of January 1, 1993, are final. Under the guidelines, the minimum
ratio of capital to risk-weighted assets (including certain off-balance sheet
items, such as standby letters of credit) is 8%. To be considered a "well
capitalized" bank or bank holding company under the guidelines, a bank or bank
holding company must have a total risk-based capital ratio in excess of 10%.
At March 31, 1994, Community, SouthTrust and all of SouthTrust's subsidiary
banks were sufficiently capitalized to be considered "well capitalized." See
"SUPERVISION AND REGULATION - Recent Legislation." At least half of the total
capital is to be comprised of common equity, retained earnings and a limited
amount of perpetual preferred stock, after subtracting goodwill and certain
other adjustments ("Tier 1 capital"). The remainder may consist of perpetual
debt, mandatory convertible debt securities, a limited amount of subordinated
debt, other preferred stock not qualifying for Tier 1 capital and a limited
amount of loan loss reserves ("Tier 2 capital"). SouthTrust's national banking
subsidiaries are subject to similar capital requirements adopted by OCC, and
its state non-member bank subsidiaries are subject to similar capital
requirements adopted by the FDIC. In addition, the Federal Reserve Board, the
OCC and the FDIC have adopted a minimum leverage ratio (Tier 1 capital to total
assets) of 3%. Generally, banking organizations are expected to operate well
above the minimum required capital level of 3% unless they meet certain
specified criteria, including that they have the highest regulatory ratings.
Most banking organizations are required to maintain a leverage ratio of 3% plus
an additional cushion of at least 1% to 2%. The guidelines also provide that
banking organizations experiencing internal growth or making acquisitions will
be expected to maintain strong capital positions substantially above the
minimum supervisory levels without significant reliance upon intangible assets.

The following table sets forth the various regulatory capital ratios of
each of SouthTrust and Community as of the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------------------------
<S> <C> <C>
SOUTHTRUST 1993 1992
---------- ---- ----
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

YEAR ENDED
DECEMBER 31,
-----------------------------
COMMUNITY 1993 1992
--------- ---- ----
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . . . . 13.95% 13.64%
Total risk-based capital* . . . . . . . . . . . . . . . . . . 14.73 14.56
Leverage ratio* . . . . . . . . . . . . . . . . . . . . . . . 13.28 13.14

</TABLE>

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

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.

34
<PAGE> 38
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 also became subject
to restrictions on borrowing from the Federal Reserve System, effective
December 19, 1993. 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
that are 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.

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
35
<PAGE> 39
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.

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 Community.

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 Community may be affected
thereby.

CERTAIN INFORMATION CONCERNING THE
BUSINESS OF COMMUNITY

GENERAL

Community was organized in 1988 as a banking corporation under the
laws of the State of Florida and began operation in August 1988 with the
primary purpose of serving the banking needs of the residents of Charlotte
County, Florida and surrounding areas. Since its organization, Community has
provided most traditional commercial banking services including interest and
non- interest bearing checking and savings accounts, commercial, mortgage and
installment loans and certificates of deposit.

MARKET AREA

Community's sole office is located at 4045 Tamiami Trail in Port
Charlotte, Florida. Community's primary service area, from which management
estimates it derives at least 75% of its deposits and a majority of its loan
activity, is Charlotte County and includes the communities of Punta Gorda, Port
Charlotte and Englewood, Florida. Pursuant to the Community Reinvestment Act,
Community has designated Charlotte County as the community to be served by it.
This area is heavily residential with a corresponding commercial, medical and
light industrial base. Tamiami Trail (U.S. Highway 41) bisects the primary
service area and serves as its principal north-south thoroughfare. When Port
Charlotte was originally developed, a corridor along Tamiami Trail was reserved
for commercial use. Much of the commercial development fronts on-roads
paralleling the main traffic artery permitting easy access to the businesses
located along Tamiami Trail. Traffic flows naturally from the residential
areas on streets which intersect Tamiami Trail. Harbor View Road and Kings
Highway also serve as major thoroughfares in the area, bringing traffic to and
from Interstate 75 and the Deep Creek community. As of December 1993,
Charlotte County's population was approximately 122,000 and is projected to
increase to approximately 155,000 by 2000. In 1990, the median family income
in Charlotte County was approximately $29,500. Approximately 40,500 people
were employed in Charlotte County in 1992.

DEPOSIT ACTIVITIES

Community's deposit services include interest bearing and non-interest
bearing business and individual checking accounts, savings accounts, NOW
accounts, certificates of deposit and market-rate checking accounts. It is the
policy of Community to monitor its competition in order to keep the rates paid
on its deposits at a

36
<PAGE> 40
competitive level. For additional information regarding Community's deposit
accounts, see "COMMUNITY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Deposits."

LOAN ACTIVITIES

Community invests certain of the deposits made with it and its equity
capital in commercial loans, mortgage loans and a full line of
consumer-oriented loans. Community's loans are concentrated in three major
areas: commercial loans, construction and real estate loans, and installment
loans. As of December 31, 1993, approximately 58.3% of the loan portfolio
consisted of loans secured by first or second mortgages on residential or
commercial real estate located in Charlotte County and the surrounding areas.

Community's commercial loans include loans to individuals and
small-to-medium-sized businesses located primarily in Charlotte County for
working capital, equipment purchases, and various other business purposes.
Commercial loans may be made at variable or fixed rates of interest. It is
Community's policy to make commercial loans to qualified businesses secured by
inventory, account receivables, equipment, real property and lines of credit.

Community's real estate loans are secured by mortgages and consist
primarily of loans to individuals and businesses for the purchase, improvement
of or investment in real estate and for various other consumer and business
purposes (whether or not related to the real estate securing them). Community
also engages in lending to individuals and builders for the construction of
single- family residences. These real estate loans may be made at fixed or
variable interest rates. It is Community's policy to require a minimum of 20%
down payment on construction real estate loans.

Community's installment loan portfolio consists primarily of loans to
individuals for various consumer purposes, but includes some business purpose
loans which are payable on an installment basis.

For additional information regarding Community's loans portfolio, see
"COMMUNITY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Loans" and " - Allowance for Loan Losses."

OTHER SERVICES

Community provides most other traditional commercial and consumer
banking services, including credit card and safe deposit services. Community
also issues automated teller cards, which allow access to ATM networks and
permit Community's depositors to access their funds on a 24-hour basis in areas
outside Community's present geographic market.

COMPETITION

Community competes directly for deposits and in its lending activities
in its market area with other commercial banks, credit unions, savings and loan
associations and other non-bank financial institutions which offer financial
services similar to many services offered by banks.

Commercial banking in Florida is extremely competitive, and many of
the largest banks in the southeastern section of the United States operate in
Community's market area. These banks usually have assets, capital and lending
limits which are larger than that of Community. As a result, other banks can
offer more services than Community, and can better afford and make more
effective use of media advertising, support services and electronic technology
than can Community. For example, many institutions offer certain services,
such as trust services and international banking, which Community does not offer
directly.

Community depends on its reputation in the local community, personal
customer contact and service, and its ability to make credit and other business
decisions locally to counter the competitive advantages of the larger
institutions. In addition, Community sometimes seeks to arrange for
participation with other banks for certain customers whose loan demands exceed
Community's lending limit.

In recent years important federal and state legislation has heightened
the competitive environment in which financial institutions must conduct their
business, and the potential for competition among financial institutions of

37
<PAGE> 41
all types has increased significantly. There are approximately 40 established
or future offices of 12 different commercial banks and savings and loan
associations located in Charlotte County. The commercial banks are: Barnett
Bank of Southwest Florida, Charlotte State Bank, First Union National Bank of
Florida, Sun Bank & Trust/Gulf Coast, Peninsula State Bank, and Nationsbank,
N.A. The savings and loan associates are: Bancflorida, Society Federal
Savings of Fort Myers, First Federal Savings of Charlotte County, Fortune
Savings Bank, Savings of America and Murdock Florida Bank. These financial
institutions offer numerous services including all of the services which
Community offers. In terms of assets and deposits, Community is one of the
smaller banks in the market area.

SELECTED FINANCIAL DATA OF COMMUNITY

<TABLE>
<CAPTION>
Three Months Ended
March 31, Years Ended December 31,
------------------- -----------------------------------------------------------
(In Thousands) 1994 1993 1993 1992 1991 1990 1989
--------- -------- ---------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Interest Income $ 372 $ 382 $ 1,382 $ 1,215 $ 1,028 $ 873 $ 567
Provision for Loan Losses -- 5 33 91 223 182 55
Net Income (Loss) 91 90 141 389 (68) (165) (200)
Per Share Data:
Net Income (Loss) .18 .17 .27 .70 (.14) (.55) (.67)
Cash Dividends 0 0 0 0 0 0 0

Total Average Stockholders'
Equity 5,535 5,425 5,430 5,380 2,880 2,594 2,775
Total Average Assets 46,687 38,663 38,392 39,601 30,865 24,436 16,348

Ratios:
Average Equity to Assets 11.90% 14.00% 14.20% 13.60% 9.30% 10.60% 16.90%

Return on Average Equity 1.70 1.70 2.60 7.20 (2.40) (6.40) (7.20)

Return on Average Assets .20 .28 .37 .98 (.22) (.68) (1.22)

</TABLE>

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

The following discussion should be read in conjunction with the
Financial Statements of Community and related Notes appearing elsewhere in this
Proxy Statement/Prospectus.

EARNINGS SUMMARY

Net income for the first quarter of 1994 was $91,000, an increase of
$1,000 or 1% from the first quarter of 1993. Net income per share for the
quarter was $0.18 in 1994 and $0.17 in 1993. Net income for the first quarter
of 1994 resulted in returns on average total assets and average stockholders'
equity of 0.20% and 1.70%, respectively.

Community reported net income of $141,000 or $0.27 per share for the
year ended December 31, 1993, compared to net income of $389,000 or $0.75 per
share for the year ended December 31, 1992. Net income in 1991 was a loss of
$68,000 or $0.14 per share.

Net earnings in 1993 resulted in a return on average assets of 0.37%
compared to 0.98% during 1992, and a return on average stockholders' equity of
2.60% compared to 7.20% during 1992.

38
<PAGE> 42
NET INTEREST INCOME

Net interest income is the difference between interest income and
interest expense and is the major component of net income of Community. Net
interest income is affected by changes in the volume of interest-earning assets
and interest-bearing liabilities, and the rates earned/paid thereon,
respectively. For purposes of this discussion, income that is either exempt
from federal income taxes or is taxed at a preferential rate has been adjusted
to fully taxable equivalent amounts.

Net interest income increased 10% to $1,518,000 from $1,305,000 in
1992 and $1,064,000 in 1991. The taxable equivalent net interest margins for
the three years ended December 31, 1993 were 4.20%, 4.19% and 4.77%,
respectively. The net interest spread between interest-earning assets and
interest-bearing liabilities increased 25 basis points to 4.07% in 1993 from
3.82% in 1992. The net interest spread in 1991 was 3.90%. The net interest
spread is affected by competitive pressures, Federal Reserve Bank monetary
policies and the composition of interest-earning assets and interest-bearing
liabilities.

Interest income decreased $55,000 to $2,796,000 from $2,851,000 in
1992, compared to $2,590,000 in 1991. The decrease in interest income during
1993 was attributable to an increase in the volume of average interest-earning
assets of 6% to $36.1 million during 1993. This increase was offset by a
decrease in the yield on average interest-earning assets of 63 basis points to
7.74% in 1993 from 8.37% in 1992. An increase in the volume of
interest-earning assets of 34% was also responsible for the increase of
$261,000 in interest income from 1991 to 1992. The yield on interest-earning
assets decreased 181 basis points from 10.18% in 1991 to 8.37% in 1992.

Interest expense decreased $188,000 or 13% to $1,278,000 million in
1993. This compares to a decrease of 4% from $1,526,000 million in 1991. Due
to declining market interest rates, the average rate paid on interest-bearing
liabilities continued to fall in 1993, decreasing 80 basis points to 4.49% from
5.29% in 1992. The average rate paid in interest-bearing liabilities in 1991
was 6.8%. During 1993, the volume of average interest-bearing liabilities
increased $732,000 to $28.4 million. This compared to 1992 growth in volume of
24%.

Net interest income in the first quarter of 1994 was $372,000, a
decrease of $10,000 or 3% from the 1993 first quarter level of $382,000. This
decrease is primarily attributable to a decrease in the net interest margin to
3.05% compared to 4.28% in the first quarter of 1993. The decrease in net
interest margin is primarily attributable to a high level of liquidity as a
result of new deposits received during a certificate of deposit marketing
campaign. These funds were invested in Federal Funds Sold until either loaned
or invested in securities. At March 31, 1994, Community had an investment of
$6,975,000 in Federal Funds Sold, but had an average investment of
approximately $8,000,000 during the quarter. As these funds are loaned or
invested in securities, net interest margin will increase.

The difference between the revenue from earning assets, primarily
interest income, and interest expense related to interest-bearing liabilities
is defined as the gross interest margin. The long-term profitability of a
banking institution is dependent upon earning a gross interest margin which,
when combined with other revenue streams and expenses, is sufficient to
generate appropriate levels of profitability on a consistent basis. The gross
interest margin is a function of the average balances of earning assets and
interest-bearing liabilities and the yields earned and rates paid on those
balances.

The yield on earning assets is computed by comparing the taxable
equivalent revenue from earning assets to average earning assets before
deducting the average allowance for loan losses. The rate on interest-bearing
liabilities is the ratio of interest expense compared to the average
interest-bearing liabilities. The difference between the yield on earning
assets and the rate on interest-bearing liabilities is defined as the
incremental interest spread. The incremental interest spread is generally
considered in pricing decisions for interest-related products. The gross
interest spread considers the impact of utilizing noninterest-bearing sources
(primarily noninterest-bearing demand deposits) to fund a portion of the
earning assets and is calculated by dividing the taxable equivalent gross
interest margin by the average earning assets before deducting the average
allowance for loan losses. The gross interest spread reflects a banking
institution's overall gross interest margin profitability.

39
<PAGE> 43
AVERAGE BALANCES AND INTEREST RATES, INTEREST YIELD/RATES ON FULLY TAXABLE
EQUIVALENT BASIS

(TABLE 1)

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

<TABLE>
<CAPTION>
1993 1992 1991
--------------------------- ----------------------------- -----------------------------
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
--------------------------- ----------------------------- ----------------------------
ASSETS
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans, net of unearned income $ 29,125 $ 2,457 8.44% $ 23,431 $ 2,404 10.25% $ 20,319 $2,226 11.07%
Securities 4,294 253 5.89 5,237 256 4.88 3,330 252 7.57%
Short-term investments 2,693 86 3.20 5,378 191 3.55 2,021 105 5.20%
-------- -------- ----- -------- ------- ---- --------- ------ -----
Total interest-earning assets 36,112 2,796 7.74 34,046 2,851 8.37 25,670 2,590 10.18%

Allowances for loan losses (365) (302) (216)
Other assets 1,596 2,583 1,809
-------- -------- ---------

Total assets $ 37,343 $ 36,327 $ 27,263
======== ======== =========

LIABILITIES AND
STOCKHOLDERS' EQUITY

Savings deposits $ 4,796 $ 190 3.96% $ 8,888 $ 386 4.34% $ 556 $ 23 4.14%
Interest-bearing demand deposits 3,851 71 1.85% 3,699 111 3.03% 4,378 210 4.80%
Time deposits 19,609 971 4.96% 15,157 969 6.39% 17,314 1,290 7.45%
Short-term borrowings 190 6 3.16% 0 0 0% 62 3 4.84%
--------- -------- ----- -------- ------- ---- --------- ------ -----
Total deposits 28,446 1,238 4.35% 27,744 1,466 5.29% 22,310 1,526 6.84%

Notes payable and long-term
debt 0 0 0% 0 0 0% 0 0 0%
--------- -------- ----- -------- ------- ---- --------- ------ -----

Total interest-bearing
liabilities 28,446 1,238 4.35% 27,744 1,466 5.29% 22,310 1,526 6.84%

Demand deposits 3,079 3,043 2,077
Other liabilities 373 344 292
--------- -------- ----- -------- ------- ---- --------- ------ -----

Stockholders' equity 5,445 5,196 2,584
--------- -------- ----- -------- ------- ---- --------- ------ -----

Total liabilities and
stockholders' equity $ 37,343 $ 1,238 4.35% $ 36,327 $ 1,466 5.29% $ 27,263 $1,526 6.84%
======== ======== ===== ======== ======= ===== ========= ====== =====

Net interest income $ 1,558 $ 1,385 $1,064
Net interest margin 4.17% 4.07% 4.14%
Net interest spread 4.31% 3.82% 3.90%
</TABLE>

40
<PAGE> 44
DEPOSITS

Community has experienced a continued steady growth in deposits over
the period 1990 to 1993. The year 1992 exhibited a slower rate of growth in
deposits due to the dramatic decline in interest rates to historically low
levels resulting in a period of disintermediation for bank deposits. This
trend was short-lived as in 1993 deposits resumed a robust growth rate.
Certificates of Deposits have exhibited the strongest growth rate.

Total deposits at March 31, 1994 were $46,088,000 up $13,162,000 from
the March 31, 1993 level of $32,926,000. This increase was primarily due to
Community's certificate of deposit campaign during late 1993 and early 1994.
Total deposits at December 31, 1993 were $35,306,000. At March 31, 1994 total
deposits included interest-bearing deposits of $41,823,044 million and other
deposits of $4,214,598.

At December 31, 1993, total deposits were $35,306,000, up $1,643,000
or 5% from the 1992 level of $33,663,000. At December 31, 1993 total deposits
consisted of interest-bearing deposits of $31,091,000 and other deposits of
$4,215,000.

During 1993 and 1992, Community had no outstanding balances in
short-term borrowings or long-term debt.

DEPOSITS

(TABLE 2)

The table below summarizes Community's deposit base by category of deposit for
the years 1991, 1992 and 1993.

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Demand Deposits $ 4,125,192.23 $ 3,521,703.53 $ 2,646,578.03
Now/MMA 5,388,475.93 3,441,317.03 4,968,682.86
Certificates of Deposit 22,007,551.73 15,382,699.04 20,192,975.89
Regular Savings 3,784,571.82 11,317,682.25 546,532.28

TOTAL $ 35,305,791.71 $ 33,663,401.85 $ 28,354,769.06

</TABLE>

LOANS

Total loans have increased at a relatively consistent rate over the
period 1991 to 1993. The great majority of Community's loans are to customers
located within the Charlotte County market area. These customers are generally
consumers, professionals and small-to-medium sized businesses. Since 1991
Community's management has attempted to strengthen the quality of both the
existing loan portfolio and new loans, and to diversify the various types of
loans made by Community. These measures were designed to reduce Community's
exposure to potential loan losses and provide for a greater range of loan
services to Community's customers.

Total loans increased $3,167,760 over the period March 31, 1993 to
March 31, 1994 with total net loans of $27,156,501 and $30,324,261,
respectively, for each period.

Loans comprise the major portion of earning assets of Community. At
December 31, 1993 loans, net of unearned income, totaled $29,910,000, up 16%
from the December 31, 1992 level of $25,832,000. The increase in loans is
primarily attributable to growth in real estate loans resulting from the desire
of customers to refinance existing mortgages.

At December 31, 1993, 33.4% of Community's assets consisted of loans
for residential real-estate, 24.9% consisted of commercial and other
real-estate, and 7.0%, 5.3% and 2.2% for commercial, installment and unsecured

41
<PAGE> 45
loans respectively. The table below demonstrates that a shift from commercial
real estate to residential real estate has occurred since 1991. This is due in
part to the large volume of residential loan refinancing that occurred in this
period and to Community's tightened underwriting guidelines for loans to
purchase and carry vacant, undeveloped land. In addition, a discernible trend
of increasing installment loans is evident.

TYPES OF LOANS

<TABLE>
<CAPTION>
December 31,

1993 1992 1991
------------------ ------------------ ----------------
(in thousands)
% Of % Of % Of
Total Total Total
Amount Assets Amount Assets Amount Assets
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Residential Real-Estate $13,666 33.4 6,932 17.7 5,068 15.1
Commercial and Other Real-Estate 10,252 24.9 15,074 38.5 11,834 35.3
Commercial 2,889 7.0 1,930 4.9 2,509 7.5
Installment 2,187 5.3 1,352 3.5 1,016 3.0
Unsecured 917 2.2 544 1.4 177 .5
------- ----- ------- ----- ------ -----

Total Loans $29,911 72.8 25,832 66.0 20,604 61.4
------- ----- ------- ----- ------ -----

Less Allowance for Loan Losses 342 .8 358 .9 289 .9
------- ----- ------- ----- ------ -----

Net Loans $29,569 72.0 25,474 65.1 20,315 60.5
------- ----- ------- ----- ------ -----
</TABLE>

As of December 31, 1993 Community had additional customer loan
commitments totalling $1,624,678 and outstanding Standby Letters of Credit for
$360,625 as compared to $2,199,236 and $269,554 respectively for the year
ending December 31, 1992.

Community makes several different types of loans which can be
characterized by borrowing purpose and use of funds. Commercial and industrial
loans are made to businesses and are used for commercial, industrial,
professional or general business purposes. Consumer loans are made to
individuals for household, family and other personal purposes, including to
purchase automobiles, boats, recreational vehicles, or to provide for home
improvements. Real estate loans, which are typically secured by the property
involved, can be characterized by the type of use of the loan. Residential
loans are made to finance family residential units that will house one to four
families and will be occupied by the property owner. Construction and
development loans are made for the acquisition, development and construction of
and on real estate. Other types of real estate loans include those made for
the acquisition and development of farmland, commercial real estate,
multi-family residential property and all other non-farm residential
properties.

42
<PAGE> 46
LOAN MATURITY TABLE

The following table sets forth certain information at December 31,
1993 regarding the dollar amount of loans maturing in Community's portfolio.
Remaining principal balances at December 31, 1993 are presented in the maturity
category in which the contractual payment is due. Demand loans, loans having no
stated schedule of repayments and no stated maturity, and overdrafts are
reported as due in one year or less.

LOAN MATURITY AND SENSITIVITY SCHEDULE
AS OF DECEMBER 31, 1993

<TABLE>
<CAPTION>
Fixed Floating Total Loans
Rate Loans Rate Loans Outstanding
------------------- --------------------- --------------------
Principal Average Principal Average Principal Average
Period/Type Balance Rate Balance Rate Balance Rate
- ----------- --------- ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Demand 0 0 0 0 0 0
Post Maturity 993,299 10.08 950,200 7.70 1,943,499 8.92
0-30 Days 568,202 8.66 108,777 8.74 676,980 8.67
31-60 463,574 8.77 797,629 7.96 1,261,204 8.25
61-90 385,978 9.72 133,708 9.43 519,766 9.64
91-120 509,161 9.29 278,005 8.17 787,166 8.90
121-150 503,278 10.08 678,182 8.42 1,181,461 9.13
151-180 931,947 9.38 420,338 7.95 1,352,286 8.93
191-210 342,249 13.54 48,900 7.75 391,150 12.82
211-240 379,164 10.65 311,869 7.95 691,034 9.43
241-270 459,879 9.11 133,868 7.37 593,748 8.72
271-300 267,821 10.88 161,331 7.92 429,152 9.77
301-330 333,779 9.69 34,919 7.64 368,699 9.49
331-365 550,640 10.44 65,066 7.20 615,707 10.10

1-2 yrs 2,316,961 9.83 939,818 7.44 3,256,780 9.14
2-3 1,206,182 9.89 953,735 7.11 2,159,918 8.67
3-4 623,122 8.64 371,978 7.45 995,101 8.20
4-5 75,499 8.80 395,734 7.48 471,233 7.69
5-10 511,761 7.57 4,480,444 7.88 4,992,205 7.85
10-15 13,380 10.00 2,157,860 7.51 2,171,241 7.53
15-20 22,303 10.00 1,498,503 6.32 1,520,806 6.38
20-25 35,166 10.00 1,585,179 6.18 1,620,346 6.26
25+ 0 0 1,972,490 6.09 1,972,490 6.09

TOTAL 11,493,359 9.69 18,478,623 7.32 29,971,983 8.23
---------- ---- ---------- ---- ---------- ----
</TABLE>

LOAN LOSSES

As a matter of policy, Community maintains an allowance for loan
losses which both management and the Board of Directors deems to be prudent and
adequate to meet unanticipated losses in Community's loan portfolio. The
amount provided for the reserve for loan losses during any period is based upon
a percentage of the loan portfolio and a percentage of specific loans
categorized by an evaluation of their degree of risk. Managements' evaluation
of the adequacy of the reserve for loan losses includes a review of the
financial status and credit standing of specific borrowers and their prior
history, an evaluation of available collateral, a review of loss experience on
similar loans by classification category and management's assessment of general
economic conditions. Community's management presents an analysis of the
reserve for loan losses to the Board of Directors, at least quarterly, in order
to determine the appropriate target balance for the reserve.

The allowance for loan losses at March 31, 1994 was $345,000 or 1.13%
of net loans compared to $357,000 or 1.32% at March 31, 1993 and $342,000 or
1.15% at December 31, 1993.

43
<PAGE> 47
The allowance for loan losses decreased $15,000 to $342,000 or 1.14%
of net loans outstanding at December 31, 1993 from $358,000 or 1.39% of net
loans at year-end 1992. The decrease in the allowance for loan losses reflects
relatively low levels of net charge-offs in 1992 and 1993.

The provision for loan losses for the first quarter of 1994 was $0,
reflecting a decrease from $5,000 from the 1993 first quarter. For the first
three months of 1994, net recoveries totaled $2,797 or 0.008% of average loans
on an annualized basis. During the same period of 1993, net recoveries were
$0.

The provision for loan losses in 1993 was $33,000, compared to $91,000
in 1992 and $223,000 in 1991. During 1993, net charge-offs were $49,000 or
0.17% of average loans compared to $22,000 or 0.10% in 1992. Net charge-offs
during 1991 were $135,000 or 0.67% of average loans.

ALLOWANCE FOR LOAN LOSSES

(TABLE 3)
(In Thousands)

The table below summarizes the current status as of December 31, 1993,
and the changes in the allowance for loan losses for the years 1991, 1992 and
1993.

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Loans Outstanding-Year End 29,910 27,832 21,601
Average Loans During Year 29,529 24,098 20,527
Balance-Beginning of Year $357,924 $289,000 $201,500
Provision Charged to Operations 33,443 91,189 222,651
Recoveries on Loans Previously Charged Off
Loans Charged Off (48,903) (22,265) (135,151)
-------- -------- --------
Balance-End of Year $342,464 $357,924 $289,000
-------- -------- --------
For the Period:
Net charge-offs as
% of average loans .17 .09 .66
Provision for loan
losses as a % of
net charge-offs (68.4) 409.6 164.70
Provision for loan
losses as a % of
net average loans .11 .38 .11
Period End:
Allowance as a % of
net loans 1.15 1.29 1.34
Allowance as a % of
non-performing &
more than 90 days
past due 83.9 25.9 96.9

</TABLE>

NON-PERFORMING ASSETS

Community has instituted loan accounting and collection policies
designed to identify problem loans at the earliest possible time and which
provide for the aggressive pursuit to collect all delinquent loans. Management
may also place loans on a non-accruing status at any time the collectibility of
such loans appears to be in doubt.

All loans contractually due 90 days or more are placed on a
non-accrual status and are defined as nonperforming loans as a matter of
policy. As of December 31, 1993 non-accrual loans totalled $387,000, as
compared to $81,000 and $280,000 for the years ending December 31, 1992 and
1991 respectively.

44
<PAGE> 48
Senior management of Community meets weekly to review all past due and
non-performing loans and to discuss collection actions in process and the
implementation of additional collection measures. Community's Board of
Directors perform a similar review on a monthly basis as a Past Due Loan Report
is prepared and submitted by management to monitor the status of these loans
and other loans which may be on the bank's internal watch list. Loans are
charged off when and to the extent that they are deemed by management to be
uncollectible in whole or in part.

NON-PERFORMING ASSETS

(TABLE 4)
(In Thousands)

The table below sets forth non-performing assets of Community for the
periods indicated.

<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
---------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Nonaccrual loans past due
more than 90 days $ 408 $ 81 $ 280 $ 317 $ 0
Nonaccrual loans past due
less than 90 days $ 0 0 0 0 0
Restructured loans 0 0 0 0 0
Other real estate owned 659 638 434 0 0
Accruing loans past due
more than 90 days 0 568 0 0 0
-------- -------- ---------- ------- --------

Total Non-Performing Assets
and Accruing Loans
90 Days or More
Past Due $ 408 $ 649 $ 280 $ 317 $ 0
======== ======== ========== ======= ========

Provision for Loan Losses $ 33,443 $ 91,189 $ 222,651 $55,000 $ 10,000
======== ======== ========== ======= ========

Net Charge-Offs $(48,903) $(22,265) $ (135,151) $ 0 $ 0
======== ======== ========== ======= ========

</TABLE>
INVESTMENT SECURITIES

Community invests a portion of its assets in U.S. Treasury Securities,
U.S. Government agency securities, municipal bonds, FDIC-insured certificates
of deposit, bankers acceptances and in federal funds sold. Community's
investments are primarily used to provide for the investment of funds not
otherwise needed to meet loan demand and to provide for liquid reserves.
Investments are managed in order to provide an optimal and satisfactory rate of
return while maintaining high quality in terms of safety and sufficient
liquidity to meet fluctuations in both loan demand and Community's deposit
base.

Investment securities at March 31, 1994 were $11,932,000, up from
$4,967,000 at March, 1993 and $4,601,000 at December 31, 1993, which increase
resulted primarily from the investment of a portion of the funds obtained as a
result of Community's certificate of deposit campaign.

At March 31, 1994, the book value of investment securities exceeded
the fair market value by $215,208, compared to $22,566 at December 31, 1993.
The increase in unrealized losses from December 31, 1993 to March 31, 1994 was
a result of decreasing prices in the bond market.

Investment securities decreased $3,496,000 or 43% to $4,601.000 at
December 31, 1993. The decrease was due largely to a repositioning of earning
assets, shifting more earning assets to loans. At December 31, 1993 the book
value exceeded market value by $21,000 compared to $72,000 at December 31,
1992. Gross unrealized gains and losses in the portfolio are not expected to
have a material impact on future income, liquidity or capital resource trends.

45
<PAGE> 49
INVESTMENT SECURITIES

(TABLE 5)

The table below summarizes Community's investment portfolio for the
years ending December 31, 1993, 1992 and 1991.

<TABLE>
<CAPTION>
Carrying Unrealized Unrealized Market
Amount Gains (Losses) Value
-------- ----------- -------------- -------

<S> <C> <C> <C> <C>
December 31, 1993:
U.S. Treasury securities $ - $ - $ - $ -

Obligations of U.S.
Government agencies and
corporations 3,839,226 6,960 (29,918) 3,816,268

Other 761,610 2,375 - 763,985
------------- --------- ---------- ------------

Total Investment Securities $ 4,600,836 $ 9,335 $ (29,9183) $ 4,580,253
============ ========= ========== ============

December 31, 1992
U.S. Treasury securities $ 4,023,455 $ - $ (62,829) $ 3,960,626

Obligations of U.S.
Government agencies and
corporations 1,923,721 2,559 (9,077) 1,917,203

Other 2,149,690 - (2,193) 2,147,497
------------- --------- ---------- ------------

Total Investment Securities $ 8,096,866 $ 2,559 $ (74,099) $ 8,025,326
============ ========= ========== ============

December 31, 1991:
U.S. Treasury securities $ 2,551,306 $ 54,784 $ - 2,606,090

Obligations of U.S.
Government agencies and
corporations 250,102 8,335 - 258,437

Other $ 1,202,671 863 - 1,203,534
------------ --------- ---------- ------------

Total Investment Securities $ 4,004,079 $ 63,982 $ - $ 4,068,061
============ ========= ========== ============

</TABLE>

SHORT-TERM INVESTMENTS

Short-term investment consist of Federal Funds sold. At December 31,
1993 total short-term investments were $3,961,000, up $1,132,000 from
$2,829,000 at year-end 1992.

Short-term investments at March 31, 1994 consisted of $6,975,000 in
Federal funds sold. This reflects an increase of $3,135,000 from March 31,
1993. At December 31, 1993, Federal funds sold were $3,961,000.

Community's Asset/Liability Management Committee monitors current and
future expected economic conditions, as well as Community's liquidity position
in determining desired balances of short-term investments and alternative uses
of such funds.

46
<PAGE> 50
NON-INTEREST INCOME

In addition to net interest income, Community earns income from fees
generated through depository services and lending activities, such as checking
accounts, safety deposit boxes, money orders, travelers checks and loan fees.

Total non-interest income decreased $12,000 or 28% to $31,000 for the
first three months of 1994. The largest portion of this decrease was due to a
$21,000 decrease during the first quarter of 1993 in securities gains. Service
fees increased $2,000 or 11% to $22,000, and other non-interest income
increased $6,000 to $10,000.

Total non-interest income decreased $116,000 or 32% to $246,000 in
1993. A decrease in service fees of $54,000 and a decrease in securities gains
of $66,000 to $22,000 contributed to the decrease. In 1991, non-interest
income was $199,000 and included net investment securities gains of $80,000.

NON-INTEREST INCOME

(TABLE 6)

The following table presents an analysis of non-interest income for 1992, 1991
and 1990 together with the amount and percent change form the prior year for
1992 and 1991:

<TABLE>
<CAPTION>
Change From Prior Year
----------------------------
Year Ended December 31, 1993 1992
--------------------------------- ----------------- -------------------
1993 1992 1991 Amount % Amount %
-------- ------ ------ ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Service charges on deposit accounts $ 196 $ 249 $ 105 $ (53) -21.3% $ 144 137.1%

Customer service fees and other income 29 26 14 3 11.5% 12 85.7%

Gain on sale of assets 22 87 80 (65) -74.7% 7 8.8%
-------- ------- ------ ------- ------ ----- -------

Total non-interest income $ 246 $ 362 $ 199 $ (116) -32.0% $ 163 81.9%
======== ======= ====== ======= ====== ======== =======

</TABLE>

NON-INTEREST EXPENSE

Total non-interest expense for the first quarter of 1994 was $292,000,
reflecting a decrease of $18,000 or 6% from the first quarter 1993 level.

Salaries and employee benefits expense decreased $21,000 or 18% to
$97,000 for the first quarter 1994. Net occupancy expense increased $1,000 to
$30,000 for the quarter. All other non-interest expense items totaled $165,000
in the first quarter of 1994, a decrease of $7,000 from the first quarter 1993
level.

No net income tax expense was incurred in either the first quarter of
1994 or the first quarter of 1993 due to the use of net operating loss carry
forwards.

Total non-interest expense increased $357,000 or 33% to $1,447,000
from $1,090,000 in 1992. Total non-interest expense in 1991 was $1,072,000.
The increase in non-interest expenses was attributable to an increased level of
business activity throughout the bank.

47
<PAGE> 51
00000NON-INTEREST EXPENSE

(TABLE 7)

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

<TABLE>
<CAPTION>
Change From Prior Year
------------------------------------------
Year Ended December 31, 1993 1992
---------------------------------- ------------------ --------------------
1993 1992 1991 Amount % Amount %
-------- -------- ------ ------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits $ 1,371 $ 1,122 $ 976 $ 249 22.2% $146 15.0%
Occupancy expense 266 162 141 104 64.2% 21 14.9%
Equipment Expense 256 189 151 67 35.4% 38 25.2%
FDIC insurance 117 97 50 20 20.6% 47 94.0%
Printing and supplies 120 91 84 29 31.9% 7 8.3%
Professional fees 147 150 145 (3) -2.0% 5 3.4%
Insurance 49 44 49 5 11.4% (5) -10.2%
Data Processing 74 40 64 34 85.0% (2) -37.5%
Communications 111 89 70 22 24.7% 19 27.1%
Business Development 57 47 58 10 21.3% (1) -19.0%
Other 317 203 242 114 56.2% (39) -16.1%
------- --------- ------ ------- ------- ------- -------

Total non-interest expense $ 2,885 $ 2,234 $2,030 $ 651 29.1% $204 10.0%
======= ========= ====== ======= ======== ======= =======

</TABLE>

INCOME TAXES

During 1993, Community adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," which
changes the method of accounting for income taxes from the deferred method to
the asset and liability method. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. The
cumulative effect of the change in accounting method resulted in an increase of
$79,000 in 1993 net income. Prior to adoption of SFAS 109, Community accounted
for income taxes under APB 11.

Income tax expense for the year ended December 31, 1993, was $86,000
compared to $148,000 in 1992 and $0 in 1991. 1992 income tax expense included
the tax effect of loss carry-forward of $140,000 and a current provision for
income taxes of $8,000.

SUMMARY OF FINANCIAL CONDITION

Total assets at March 31, 1994 were $51,847,000 representing an increase
of $3,263,000 or 34% from March 31, 1993. The increase in total assets is
attributable to a successful certificate of deposit marketing campaign and an
increase in the investment portfolio with the new deposits generated by the
campaign.

Total assets at December 31, 1993, were $41.1 million, representing an
increase of 5% over the 1992 level of $39.2 million.

LIQUIDITY

Liquidity refers to the ability of a bank to meet its cash-flow
requirements, operating needs, and the borrowing needs and withdrawal
requirements of customers on a timely basis. A bank may achieve its desired
liquidity objectives from management of assets and liabilities, and through
funds provided through operations. Funds invested in short-term marketable
instruments, the continuous maturing of other earning assets, the possible sale
of

48
<PAGE> 52
securities available for sale and the ability to securitize certain types of
loans provide sources of liquidity from the asset perspective. The liability
base provides sources of liquidity through deposit growth, the maturity
structure of liabilities, and accessibility to market sources of funds.

Net cash provided through operating activities during 1993 of $303,000
included net income of $141,000 the provision for loan losses of $33,000, and
other non-cash charges to income.

No trends in the sources or uses of cash by Community are expected to have
an impact on Community's liquidity position.

Community believes that the level of liquidity is sufficient to meet
current and future liquidity requirements.

CAPITAL

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

At March 31, 1994 total stockholders' equity was $5,544,000 or 10.69% of
total assets compared to $5,501,000 or 13.38% at December 31, 1993. During the
first quarter net income added $111,000 to capital.

Stockholders' equity at December 31, 1993 was $5,501,000 or 13.38% of
year-end assets compared to $5,343,000 or 13.64% in 1992. During 1993, net
income added $141,000 to stockholders' equity. During 1993, the issuance of
warrants added $17,000 to stockholders' equity.

The Federal Deposit Insurance Corporation ("FDIC"), which is the
regulatory agency governing state chartered banks, has guidelines for
determining ratios to aid in the analysis and determination of capital levels
required to support a Bank's operations. The FDIC has adopted risk-based
capital guidelines that incorporate factors weighing the relative credit risk
of assets and items with off-balance sheet exposure. The guidelines also
define regulatory capital, placing strong emphasis on the equity components of
regulatory capital.

The rules require a risk-based capital ratio of 8%, at least one-half of
which must be made up of Core or Tier I capital elements. Tier I capital
generally consists of common stockholders' equity. Total risk-based capital
includes Tier I capital, and supplemental capital elements which consist of the
reserve for loan losses subject to certain limitations. The guidelines also
impose a leverage requirement, defined as the ratio of Tier I capital to
average assets subject to certain adjustments. The leverage ratio generally
must exceed 3% and is driven by evaluation and discretion of the regulators.
At December 1993, Community had a total risk-based capital ratio of 14.73%
consisting of Tier I capital elements of 13.95% and supplemental capital
elements of 0.78%, and a leverage ratio of 13.28%. The Federal Deposit
Insurance Corporation Improvement Act of 1992 provided further guidance as to
capital levels to be maintained by insured depository institutions and
corresponding supervisory treatments.

At March 31, 1994, Community had a total risk-based capital ratio of 11.4%
consisting of a Tier I capital ratio of 10.7% and supplemental capital elements
of .7%; and a leverage ratio of 12.8%.

Community is subject to the capital adequacy guidelines adopted by the
Federal Deposit Insurance Corporation, which is the regulatory agency governing
state chartered banks. Community's capital ratios and those of subsidiary
banks are in excess of these regulatory requirements and Management expects
that these ratios will continue to be maintained above the minimum levels
required by the regulators.

49
<PAGE> 53
BENEFICIAL OWNERSHIP OF COMMUNITY COMMON STOCK

Community is authorized under its Articles of Incorporation to issue
800,000 shares of Community Common Stock. As of the Record Date, Community had
issued and outstanding 515,849 shares (exclusive of 227,988 shares of Community
Common Stock which may be acquired pursuant to options or warrants) of
Community Common Stock. The following table sets forth information as of the
Record Date with respect to those persons known by Community to be the
beneficial owners of more than 5% of the outstanding shares of Community Common
Stock, and as to shares of Community Common Stock beneficially owned by the
directors of Community individually and by all officers and directors of
Community as a group. Management of Community 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 Community 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 Community."

<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
--------------------- ---------------- ----------
<S> <C> <C>
Directors:

Steven S. Baker, M.D. (2) 50,000 shares 9.24%
296 SE Gardner Drive
Port Charlotte, FL 33952

Thomas R. Civitella, M.D.(3) 25,000 shares 4.73%

2885 Tamiami Trail
Port Charlotte, FL 33952

Thomas P. Clark (4) 2,083 shares 0.40%
1224 LaFaunce Way
Fort Myers, FL 33919

W. Mike Gary (5) 16,834 shares 3.21%
P.O. Box 608 Unit 28-B
Boca Grande, FL 33950

William A. Graham, Jr.(6) 31,668 shares 5.96%

500 Bal Harbor Blvd.
Punta Gorda, FL 33950

JoAnn P. Helphenstine (7) 24,709 shares 4.69%
5570 Riverside Drive
Punta Gorda, FL 33950

Nasir Khalidi, M.D. (8) 16,668 shares 3.18%
299 Fry Terrace
Port Charlotte, FL 33950

H. Richard Llewellyn, Jr.(9) 22,709 shares 4.32%

23 Sabal Drive
Punta Gorda, FL 33950

Paula F. McQueen (10) 27,500 shares 5.19%
26034 Shore Drive
Punta Gorda, FL 33950
</TABLE>

48
<PAGE> 54
<TABLE>
<S> <C> <C> <C>
Anthony F. Podorski (11) 23,915 shares 4.58%
11835 Quail Village Way
Naples, FL 33999

Raymond E. Rossman(12) 34,100 shares 6.50%

420 Widgeon Pointe
Naples, FL 33942

Emel Uner (13) 26,656 shares 4.99%
3831 Turtle Dove Blvd.
Punta Gorda, FL 33950

Donald J. York 0 shares 0.00%
615 Elkcam Circle
Marco Island, Florida 33969

All Directors and
Executive Officers of Community
as a group (13 persons) 301,842 shares 46.00%
</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. Also
includes all shares that such person has the right to acquire within
sixty days after the date of this Proxy Statement/Prospectus. For
purposes of computing the percentages of outstanding shares held by
each person named above, shares which such person has the right to
acquire within sixty days after the date of this Proxy
Statement/Prospectus are deemed to be outstanding, but are not deemed
to be outstanding for the purpose of computing the percentage
ownership of any other person.

(2) Dr. Baker's share ownership is comprised of 25,000 shares of Common
Stock which he owns and 25,000 shares of Common Stock which he has the
right to acquire through the exercise of warrants.

(3) Dr. Civitella's share ownership is comprised of 12,500 shares of
Common Stock which he owns and 12,500 shares of Common Stock which he
has the right to acquire through the exercise of warrants.

(4) Mr. Clark's share ownership is comprised of 2,083 shares of Common
Stock which he owns.

(5) Mr. Gary's share ownership is comprised of 8,417 shares of Common
Stock which he owns and 8,417 shares which he has the right to acquire
through the exercise of warrants.

(6) Mr. Graham's share ownership is comprised of 15,834 shares of Common
Stock which he owns and 15,834 shares which he has the right to
acquire through the exercise of warrants.

(7) Ms. Helphenstine's share ownership is comprised of 13,292 shares of
Common Stock which she owns and 11,417 shares which she has the right
to acquire through the exercise of warrants.

(8) Dr. Khalidi's share ownership is comprised of 8,334 shares of Common
Stock which he owns and 8,334 shares which he has the right to acquire
through the exercise of warrants.

(9) Mr. Llewellyn's share ownership is comprised of 12,292 shares of
Common Stock which he owns and 10,417 shares which he has the right to
acquire through the exercise of warrants.

(10) Ms. McQueen's share ownership is comprised of 13,750 shares of Common
Stock which she owns and 13,750 shares which she has the right to
acquire through the exercise of warrants.

(11) Mr. Podorski's share ownership is comprised of 17,315 shares of Common
Stock which he owns and 6,600 shares of Common Stock which he has the
right to acquire through the exercise of stock options.

49
<PAGE> 55
(12) Mr. Rossman's share ownership is comprised of 25,500 shares of Common
Stock which he owns and 8,600 shares of Common Stock which he has the
right to acquire through the exercise of stock options.

(13) Mr. Uner's share ownership is comprised of 7,821 shares of Common
Stock which he owns, 11,335 shares of Common Stock which he has the
right to acquire through the exercise of warrants and 7,500 shares of
Common Stock which he has the right to acquire through the exercise of
stock options.

LEGAL MATTERS

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

EXPERTS

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

The consolidated balance sheets of Community as of December 31, 1993
and 1992, and the consolidated statements of operations, retained earnings and
cash flows for each of the three years in the period ended December 31, 1993,
included in this Proxy Statement/Prospectus have been included herein in
reliance on the report of Hausser & Taylor independent accountants, given on
authority of that firm as experts in accounting and auditing.

Representatives of Hausser & Taylor are expected to be present at the
Special Meeting with 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 Community does not know of any matter to be
brought before the Special Meeting other than as described in the Notice of
Special Meeting accompanying this Proxy Statement/Prospectus. If any other
matter comes before the Special Meeting, it is the intention of the persons
named in the accompanying proxy to vote the proxy in accordance with their best
judgment with respect to such other matters.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

SouthTrust's Annual Report on Form 10-K for the year ended
December 31, 1993 (including therein SouthTrust's Proxy
Statement for its Annual Meeting of Stockholders held April
21, 1993) (Commission File No. 0-3613); and

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

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

50
<PAGE> 56
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.

51
<PAGE> 57
INDEX TO THE FINANCIAL STATEMENTS
OF COMMUNITY BANK OF CHARLOTTE

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

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

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

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

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

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

Audited Financial Statements:

Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-15

Balance Sheets at December 31, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16

Statements of Income for the three years ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . F-17

Statements of Stockholders' Equity for the three years ended December 31, 1993, 1992 and 1991 . . . . . F-19

Statements of Cash Flows for the three years ended December 31, 1993, 1992 and 1991 . . . . . . . . . . F-20

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-22
</TABLE>

F-1
<PAGE> 58

COMMUNITY BANK OF CHARLOTTE
BALANCE SHEETS
Three Months Ended March 31, 1994

<TABLE>
<S> <C>
ASSETS

Cash and Due From Banks $ 1,183,022

Federal Funds Sold 6,975,000

Investment in Securities (Market
Value of $11,216,462 at March 31,
1994) 11,431,670

Loans Receivable 30,669,522

Less Allowance for
Loan Loss Reserve (342,264)
------------

Net Loans 30,327,058

Accrued Interest Receivable 801,563

Equipment and Leasehold 269,833

Other Assets 920,026
-----------

Total Assets $51,908,172
===========

LIABILITIES AND
SHAREHOLDERS' EQUITY

Deposits $46,037,642

Accrued Interest and Other
Liabilities 278,509
-----------

Total Liabilities 46,316,151
-----------

Shareholders' Equity
(Common Stock Par Value
$5.00; 800,000 Shares
Authorized as of March 31, 1994,
515,849 issued and outstanding
as of March 31, 1994 2,579,245

Surplus 2,449,510

Retained Earnings 563,266
-----------

Total Shareholders' Equity 5,592,021
-----------

Total Liabilities and
Shareholders' Equity $51,908,172
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-2
<PAGE> 59
COMMUNITY BANK OF CHARLOTTE
STATEMENTS OF INCOME
Three Months Ended March 31, 1994 and 1993

<TABLE>
<S> <C> <C>
Interest Income:
Interest on Investment 1994 1993
-------- -------
Securities and Federal Funds Sold $135,805 $98,745

Interest and Fees on Loans 626,915 600,151

Interest on Deposits in Banks 4,316 --
-------- --------
Total Interest Income 767,036 698,896

Interest Expense 395,081 317,159
-------- --------

Net Interest Income 371,955 381,737

Provision for Loan Losses -- 5,160
-------- --------
Net Interest Income After
Provision for Loan Losses 371,955 376,577
-------- --------

Other Income:

Service Fees 21,639 19,562

Net Investment Gains -- 20,666

Other 9,591 3,760
-------- --------

Total Other Income 31,230 43,478
-------- --------

Other Expenses:

Salaries 88,094 92,134

Employee Benefits 8,989 25,661

Occupancy Expenses, Net 29,987 29,301

Other Operating Expenses 154,692 163,209

Payroll Taxes 10,025 8,685
-------- --------

Total Other Expenses 291,735 309,996
-------- --------

Net Income Before Provision
for Federal Income Tax 111,450 110,559

Provision for Federal Income Tax 20,000 20,749
-------- --------

Net Income $ 91,450 $ 89,810
======== ========

Earnings Per Common Share

Primary: $ 0.177 $ 0.174
======== ========

Fully Diluted: $ 0.143 $ 0.140
======== ========

Weighted Average Number of
Common Shares Outstanding

Primary: 515,849 515,849
======== ========

Fully Diluted: 640,667 640,667
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE> 60

COMMUNITY BANK OF CHARLOTTE

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Shares Par Value Surplus Retained Earnings Total
------ --------- ------- -------- -------- -----
(Deficit)
<S> <C> <C> <C> <C> <C>
Balance December 31, 1992 515,849 $2,579,245 $2,432,101 $331,264 $5,342,610

Additions:

Net Income 89,810

Issuance of Warrants 17,409
------- ---------- ---------- -------- ----------

Balance March 31, 1993 515,849 $2,579,245 $2,449,510 $421,074 $5,449,829
======= ========== ========== ======== ==========

Additions:

Net Income 50,745
--------

Balance December 31, 1993 515,849 $2,579,245 $2,449,510 $471,816 $5,500,571

Additions:

Net Income 91,450
------- ---------- ---------- -------- ----------

Balance March 31, 1994 515,849 $2,579,245 $2,449,510 $563,269 $5,592,024
======= ========== ========== ======== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE> 61
COMMUNITY BANK OF CHARLOTTE

STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 1994 and 1993

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income 91,450 89,810
Adjustments to reconcile net income
to net cash (used) provided by
operating activities:
Depreciation and amortization 18,764 18,403
Gain on sale of investment
securities - (10,753)

Increase in interest receivable (531,406) (105,813)

Increase (Decrease) in other assets 264,886 68,831
Increase (Decrease) in interest payable
and other liabilities (28,610) 49,384
Increase in deferred credits 2,186 3,867
----------- ----------
Total adjustments (274,180) 23,919
Net cash (used) provided by
operating activities (182,730) 113,729

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and leasehold
improvements (1,003) (57,232)
Proceeds from sales of investment
securities - 4,532,813
Proceeds from maturity of
investment securities 1,397,493 2,545,258
Purchase of investments securities (8,228,327) (3,937,414)
Net Increase in Federal Funds (3,014,000) (1,011,000)
Disbursements of funds for loans, net (761,758) (1,331,847)
----------- ----------
Net cash (used) provided by investing
activities (10,607,595) 740,578

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in deposits, net 10,731,850 (736,967)
Issuance of Warrants - 17,409
----------- ----------
Net cash (used) provided by
financing activities 10,731,850 (719,558)

INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (58,475) 134,479

CASH AND CASH EQUIVALENTS - BEGINNING 1,241,497 1,202,040
----------- ----------

CASH AND CASH EQUIVALENTS - ENDING 1,183,022 1,336,789
----------- ----------

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE> 62
COMMUNITY BANK OF CHARLOTTE

STATEMENTS OF CASH FLOWS (CONTINUED)

THREE MONTHS ENDED MARCH 31, 1994 AND 1993

1994 1993
---- ----

Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest 322,626 296,363
Income Taxes 37,000 -

Disclosure of accounting policy:

For the purpose of presentation in the statements of cash flows, cash
and cash equivalents are defined as those amounts included in the
balance sheet caption "Cash and Due from Banks."

F-6
<PAGE> 63

COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Organization and Operations - The Bank was incorporated on
June 15, 1988 and began operations in August 1988. The Bank's
primary lending and deposit activities are located in
Charlotte County of Florida.

B. Investment Securities - Investments are those securities which
the Bank has the ability and intent to hold to maturity.
Investment securities are stated at cost adjusted for
amortization of premiums and accretion of discounts, which are
recognized as adjustments to interest income. Gains or losses
on disposition are based on the net proceeds and the adjusted
carrying amount of the securities sold, using the specific
identification method. Management intends to hold such
investments to maturity.

C. Loans and Allowances for Loan Losses - Loans are stated at the
amount of unpaid principal, reduced by an allowance for loan
losses and deferred loan fees. the allowance for loan losses
is established through a provision for loan losses charged to
expenses. The allowance is an amount that management believes
will be adequate to absorb possible losses on existing loans
that may become uncollectible, based on uncollectible, based
on evaluations of the collectibility of loans. Management
determines the adequacy of the allowance based upon reviews of
individual loans, recent fees experience, current economic
conditions, the risk characteristics of the various categories
of losses and other pertinent factors. Loans deemed
uncollectible are charged to the allowance. Provisions for
loan losses and recoveries on loans previously charged off
added to the allowance.

D. Properties and Equipment - Properties and equipment are stated
at cost, less accumulated depreciation. The provision for
depreciation is computed principally by the straight-line
method.

E. Interest income on Loans - Interest on loans is accrued and
credited to income based on the principal amount outstanding.
The accrual of interest on Loans is discontinued when, in the
opinion of management, there is an indication that the
borrower may be unable to meet payments as they become due.
Upon such discontinuance, all unpaid accrued interest is
reversed.

F. Earnings Per Share - Earnings per share is computed based on
the number of common and common equivalent shares outstanding
and is adjusted for the assumed conversion of shares issuable
upon exercise of options and warrants after the assumed
repurchase of common shares with the related proceeds. Under
rules of the Securities and Exchange Commission, 124,898
shares, using the modified treasury stock method, issuable
upon exercise of options and occurrence have been treated at
outstanding in calculating earnings per share for the
three-months ended March 31, 1994 and 1993.

G. Off Balance Sheet Financial Instruments - In the ordinary
course of business the Bank entered into off balance sheet
financial instruments consisting of commitments to extend
credit, commercial letters of credit and standby letters of
credit. Such financial instruments are required in the
financial statements when they become payable.

The accompanying notes are an integral part of these financial statements.

F-7
<PAGE> 64

COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. INVESTMENT SECURITIES

Carrying amounts and approximate market values of investment
securities are summarized as follows:

<TABLE>
<CAPTION>
Carrying Unrealized Unrealized Market
Amount Gains Losses Value
-------- ---------- ---------- ------
<S> <C> <C> <C> <C>
March 31, 1994:
U.S. Treasury
securities $10,720,231 $ $215,208 $10,505,023
Obligations of
other U.S.
government
agencies and
corporations
Other $ 711,439 $ $ -- $ 711,439
----------- ------ -------- -----------

$11,431,670 $ -- $215,208 $11,216,462
=========== ====== ======== ===========

March 31, 1993:
U.S. Treasury
securities $ 4,814,212 $ $ 22,566 $ 4,791,646
Obligations of
other U.S.
government
agencies and
corporations
Other $ 152,750 $ -- $ -- $ 152,750

$ 4,966,962 $ -- $ 22,566 $ 4,944,396
=========== ====== ======== ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-8
<PAGE> 65

COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Gross realized gains and gross realized losses on sales of securities were:

<TABLE>
<CAPTION>
March 31, March 31,
1994 1993
-------- --------

<S> <C> <C>
Gross realized gains:
U.S. Treasury securities $ -- $ --
Obligations of other U.S.
government agencies and
corporations securities $ -- $20,666

$ -- $ --
Gross realized losses:
U.S. Treasury securities $ -- $ --
Obligations of other U.S.
government agencies and
corporations securities
Other securities $ -- $ --

$ -- $20,666
===== =======

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-9
<PAGE> 66

COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The maturities of investment securities at March 31, 1994 and 1993
were as follows:

<TABLE>
<CAPTION>
March 31, 1994 March 31, 1993
-------------- --------------

Carrying Market Carrying Market
Amount Value Amount Value
-------- ------- -------- ------

<S> <C> <C> <C> <C>
Due in one year or less $ 6,748,751 $ 612,146 $ 152,750 $ 152,750
Due from one to five years 3,178,089 3,112,756 2,923,836 2,921,987
Due from five to ten years -- -- 510,917 500,000
Due after ten years 1,504,830 1,491,560 1,379,459 1,369,659
----------- ----------- ---------- ----------

$11,431,670 $11,216,462 $4,966,962 $4,944,396
=========== =========== ========== ==========
</TABLE>

NOTE 3. LOANS RECEIVABLE

Major classifications of loans are as follows:

<TABLE>
<CAPTION>
March 31, March 31,
1994 1993
--------- ---------
<S> <C> <C>
Residential real estate $ 13,324 $ 13,461
Commercial and other real estate 9,970 8,286
Commercial 2,614 2,865
Installment 4,607 2,021
Unsecured 675 550
-------- ---------
30,670 27,183
Less allowance for loan losses 345 358
-------- ---------
$ 30,325 $ 26,825
======== =========

</TABLE>

Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1994 March 31, 1993
------------------ ------------------
<S> <C> <C>
Balance, beginning $342,464 $357,924
Provision charged to
operations 0 0
Loans charged off* 2,797 0
-------- --------
Balance ending $345,261 $357,924
======== ========
</TABLE>

*recovery

The accompanying notes are an integral part of these financial statements.

F-10
<PAGE> 67

COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Major classifications of these assets are summarized as follows:

<TABLE>
<CAPTION>
March 31, 1994 March 31, 1993
-------------- --------------
<S> <C> <C>
Equipment $239,764 $169,915
Leasehold improvements 192,725 180,002
-------- --------
432,491 349,917
Less accumulated depreciation
and amortization 162,658 108,601
-------- --------
$269,833 $241,316
======== ========
</TABLE>

Depreciation and amortization expenses were $15,209 for the period
beginning January 1, 1994 and ending March 31, 1994.

NOTE 5. OTHER ASSETS

Other assets include the following at March 31, 1994 and 1993.

A. Real Estate Owned - Real estate acquired through foreclosure
proceedings totalled $728,841.67 and $631,818.67 at March 31,
1994 and 1993, respectively. An allowance for loss on these
assets has been provided in the amounts of $25,327 and $-0- as
of March 31, 1994 and 1993, respectively.

NOTE 6. DEPOSITS

Deposit accounts are summarized as follows:

<TABLE>
<CAPTION>
March 31, 1994 March 31, 1993
-------------- --------------
<S> <C> <C>
Demand deposits $ 4,214,598 $ 3,207,173
NOW and money market accounts 6,105,160 3,869,406
Regular savings 3,285,480 8,908,988

Certificates of deposit 32,432,404 16,942,868
----------- -----------

$46,037,642 $32,928,435
=========== ===========

</TABLE>

NOTE 7. SHORT-TERM BORROWINGS

The Bank has available an unsecured line of credit to purchase Federal
Funds up to $1,000,000 as of March 31, 1994 and $500,000 as of March
31, 1993. The Bank has no outstanding borrowings against the lines of
credit in 1994 or 1993.

The accompanying notes are an integral part of these financial statements.

F-11
<PAGE> 68

COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 8. STOCKHOLDERS' EQUITY

To increase its capital base necessary for planned expansion in the
Southwest Florida geographic area, the Board of Directors adopted a
resolution in October 1991 to increase the authorized shares to
800,000 and offered the issuance of up to 400,000 shares of common
stock, at $5 par value per share. During 1991, 190,158 shares of
common stock were sold for $2,281,896. Related to this offering, the
Bank sold an additional 25,691 shares of common stock during 1992 for
$308,292. The proceeds were recorded in 1992 net of the syndication
fees of $78,842 related to the total offering.

As set forth in the offering circular dated November 6, 1991, the Bank
has also issued stock warrants to purchase additional shares by
shareholders with stock holdings of more than 8,334 shares. The
warrants were valued at $.10 each and each warrant provides the
existing shareholder with the right to purchase an additional share of
common stock for $10.50. The Bank has sold 174,088 warrants as of
December 31, 1991 for $17,409.

The Bank granted stock options to certain key employees and directors
as follows:

<TABLE>
<CAPTION>
Exercise Option
Number or Price
of Effective per
Shares Dates Shares
------ ----- ------
<S> <C> <C>
2,500 January, 1992 through December, 2002 10.50

2,500 January, 1993 through December, 2003 10.50

2,500 January, 1994 through December, 2004 10.50

46,400 August, 1991 through July, 2001 10.50
------

53,900
======
</TABLE>

NOTE 9. ACCOUNTING FOR INCOME TAXES

Effective January 1, 1993, the Bank adopted Statement of Financial
Accounting Standards No. 109 (SFAS 109) "Accounting for Income Taxes".
SFAS 109 provides that deferred tax assets and liabilities be
recognized for temporary differences between the financial reporting
basis and tax basis of certain of the Bank's assets and liabilities.
In addition, SFAS 109 requires that deferred tax assets and
liabilities be measured using enacted tax rates expected to apply to
taxable income in the years in which the temporary differences are
expected to be recovered or settled. The impact on deferred taxes of
changes in tax rates and laws, if any, is reflected in the financial
statements in the period of enactment.

Pursuant to the method prescribed under Accounting principles opinion
No. 11 (APB 11), "Accounting for Income Taxes", deferred income taxes
were recognized for income and expense items reported in different
periods for financial reporting purposes and income tax purposes using
the applicable tax rate for the year in which the differences
originated. Deferred taxes under APB 11 were not permitted to be
adjusted for subsequent changes in tax rates.

The accompanying notes are an integral part of these financial statements.

F-12
<PAGE> 69

COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The primary components of temporary differences which give rise to the
Bank's net deferred tax asset are as follows:

<TABLE>
<S> <C>
Deferred tax assets:
Allowance for loan losses $79,528
-------

Deferred tax liabilities:
Depreciation 1,142
Deferred loan fees 20,482
-------
21,624
-------

Net deferred tax asset $57,904
=======
</TABLE>

The net deferred tax asset is included in other assets in these
financial statements.

NOTE 10: COMMITMENTS, CONTINGENT LIABILITIES AND RENTAL EXPENSE

The Bank leases its office under a noncancellable lease agreement
which expires March 1, 1996. In addition to the minimum annual
rental, the lease requires the payment of property taxes and
insurance. Future minimum lease commitments for the three years ended
December 31 are as follows:

<TABLE>
<S> <C>
1994 $ 54,048
1995 54,048
1996 9,008
---------

$ 117,104
=========
</TABLE>

Rent expense was $15,668 for the period January 1, 1994 to March 31,
1994.

NOTE 11. RELATED PARTY TRANSACTIONS

The Bank has entered into transactions with its directors, significant
shareholders and their affiliates (related parties). Such
transactions were made in the ordinary course of business on
substantially the same terms and conditions, including interest rates
and collateral, as those prevailing at the same time for comparable
transactions with other customers, and did not, in the opinion of
management, involve more than normal credit risk or present other
unfavorable features. At March 31, 1994 and 1993, certain officers,
directors, and companies in which they have 10 percent or more
beneficial ownership, were indebted to the bank in the aggregate
amount of approximately $536,595 and $471,424, respectively.

NOTE 12. PENDING LITIGATION

The bank has been named as a defendant in a suit regarding the
termination of an employment contract of the former president of the
bank. The bank contends that the contract was terminated for cause
and will vigorously defend against the action. Management believes
the suit will be dismissed and does not anticipate any loss regarding
the matter. The bank's legal counsel has filed a motion to dismiss
the lawsuit. The possible outcome of this matter is unforeseeable at
this time.

The accompanying notes are an integral part of these financial statements.

F-13
<PAGE> 70

COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. REGULATORY MATTERS

The Bank is a state chartered Bank under the laws of the State of
Florida. The Bank also is subject to federal regulation through its
insurance coverage with the Federal Deposit Insurance Corporation.
Accordingly, the Bank is required to maintain minimum amounts of
capital to total adjusted assets and "risk weighted" assets, as
defined by the banking regulators. At March 31, 1994, the Bank is
required to have minimum Tier 1 and Total capital ratios of 4.00% and
8.00%, respectively. The Bank's actual ratios at March 31, 1994 were
10.7% and 11.4%, respectively.

The accompanying notes are an integral part of these financial statements.

F-14
<PAGE> 71
To the Board of Directors
Community Bank of Charlotte
Port Charlotte, Florida

Independent Auditors' Report

We have audited the accompanying balance sheets of Community Bank of
Charlotte as of December 31, 1993 and 1992, and the related statements of
income, changes in stockholders' equity, and cash flows for the years ended
December 31, 1993, 1992 and 1991. 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 in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Community Bank of
Charlotte as of December 31, 1993 and 1992, and the results of its operations
and its cash flows for the years ended December 31, 1993, 1992 and 1991, in
conformity with generally accepted accounting principles.

Cleveland, Ohio /s/ Hausser + Taylor
January 21, 1994 --------------------

F-15
<PAGE> 72
COMMUNITY BANK OF CHARLOTTE

BALANCE SHEETS

December 31, 1993 and 1992

ASSETS 1993 1992
------ ---- ----

Cash and due from banks $ 1,241,497 $ 1,202,040

Federal funds sold 3,961,000 2,829,000

Investment securities (market value of
$4,580,253 at December 31, 1993 and
$8,025,326 at December 31, 1992) 4,600,836 8,096,866

Loans receivable 29,909,950 25,831,764
Less allowance for loan losses (342,464) (357,924)
----------- -----------
Net loans 29,567,486 25,473,840

Accrued interest receivable 270,157 310,015

Equipment and leasehold improvements, net 284,039 195,824

Other assets 1,188,464 1,056,332
----------- -----------

$41,113,479 $39,163,917
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Deposits $35,305,792 $33,663,402

Accrued interest and other liabilities 307,116 157,905
----------- -----------
Total liabilities 35,612,908 33,821,307

Stockholders' Equity
Common stock, par value $5;
800,000 shares authorized as of December 31,
1993 and 1992
515,849 shares issued and outstanding as of
December 31, 1993 and 1992 2,579,245 2,579,245
Surplus 2,449,510 2,432,101
Retained earnings 471,816 331,264
----------- -----------
Total stockholders' equity 5,500,571 5,342,610
----------- -----------
$41,113,479 $39,163,917
=========== ===========

The accompanying notes are an integral part of these financial statements.

F-16
<PAGE> 73
COMMUNITY BANK OF CHARLOTTE

STATEMENTS OF INCOME

Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Interest income:
Interest on investment securities and
federal funds sold $ 336,314 $ 447,133 $ 356,870
Interest and fees on loans 2,323,245 2,233,673 2,189,966
Interest on deposits in banks - - 7,234
---------- ---------- ----------

Total interest income 2,659,559 2,680,806 2,554,070

Interest expense 1,277,544 1,465,542 1,526,439
---------- ---------- ----------

Net interest income 1,382,015 1,215,264 1,027,631
Provision for loan losses 33,443 91,189 222,651
---------- ---------- ----------

Net interest income after
provision for loan losses 1,348,572 1,124,075 804,980

Other income:
Service fees 195,556 249,388 104,976
Net investment securities gains 21,687 87,419 80,166
Other 28,800 25,679 13,989
---------- ---------- ----------
246,043 362,486 199,131
Other expenses:
Salaries 427,656 374,195 329,347
Employee benefits 60,967 28,413 45,893
Occupancy expenses, net 148,788 82,786 94,111
Other operating expenses 775,733 572,048 575,653
Payroll taxes 34,052 32,600 26,882
---------- ---------- ----------
1,447,196 1,090,042 1,071,886
---------- ---------- ----------

NET INCOME (LOSS) BEFORE PROVISION FOR
FEDERAL INCOME TAX AND EXTRAORDINARY
ITEM 147,419 396,519 (67,775)

PROVISION FOR FEDERAL INCOME TAX
Current 64,771 8,000 -
Deferred 20,849 - -
Tax effect of loss carryforward - 140,250 -
---------- ---------- ----------
85,620 148,250 -
---------- ---------- ----------

INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF A CHANGE IN AN ACCOUNTING
PRINCIPLE AND EXTRAORDINARY ITEM 61,799 248,269 (67,775)
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-17
<PAGE> 74
COMMUNITY BANK OF CHARLOTTE

STATEMENTS OF INCOME (CONTINUED)

Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF A CHANGE IN AN ACCOUNTING
PRINCIPLE AND EXTRAORDINARY ITEM $ 61,799 $248,269 $(67,775)

CUMULATIVE EFFECT ON PRIOR YEARS OF
A CHANGE IN AN ACCOUNTING PRINCIPLE
- ADOPTION OF SFAS NO. 109 (78,753) - -
-------- -------- --------

NET INCOME (LOSS) BEFORE EXTRAORDINARY
ITEM 140,552 248,269 (67,775)

EXTRAORDINARY ITEM - Reduction of income
taxes arising from carryforward of
prior years' operating losses - 140,250 -
-------- -------- --------

NET INCOME (LOSS) $140,552 $388,519 $(67,775)
======== ======== ========

Earnings per common share:
Primary:
Earnings (loss) before cumulative
effect of a change in an accounting
principle and extraordinary item $ .120 $ .482 $ (.138)
Cumulative effect on prior years
of a change in an accounting
principle - adoption of SFAS No. 109 .152
Extraordinary item - .271 -
-------- -------- --------

Net earnings (loss) $ .272 $ .753 $ (.138)
======== ======== ========

Fully diluted:
Earnings (loss) before extraordinary
item $ .120 $ .481 $ (.138)
Cumulative effect on prior years
of a change in an accounting
principle - adoption of SFAS
No. 109 .152
Extraordinary item - .219 -
-------- -------- --------

Net earnings (loss) $ .272 $ .700 $ (.138)
======== ======== ========

Weighted average number of common
shares outstanding:
Primary 515,849 515,849 490,158
======== ======== ========
Fully diluted 515,849 640,667 490,158
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-18
<PAGE> 75
COMMUNITY BANK OF CHARLOTTE

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
Retained
Earnings
Shares Par Value Surplus (Deficit) Total
------ --------- ------- --------- -----
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1990 $300,000 $1,500,000 $1,000,000 $ 10,520 $2,510,520

ADDITION
Issuance of common stock 190,158 950,790 1,331,106 2,281,896

DEDUCTION
Net loss (67,775) (67,775)
-------- ---------- ---------- -------- ----------

BALANCE, DECEMBER 31, 1991 490,158 2,450,790 2,331,106 (57,255) 4,724,641

ADDITIONS
Net income 388,519 388,519
Issuance of common stock 25,691 128,455 100,995 229,450
-------- ---------- ---------- -------- ----------

BALANCE, DECEMBER 31, 1992 515,849 2,579,245 2,432,101 331,264 5,342,610

ADDITIONS
Net income 140,552 140,552
Issuance of warrants 17,409 17,409
-------- ---------- ---------- -------- ----------

BALANCE, DECEMBER 31, 1993 $515,849 $2,579,245 $2,449,510 $471,816 $5,500,571
======== ========== ========== ======== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-19
<PAGE> 76
COMMUNITY BANK OF CHARLOTTE

STATEMENTS OF CASH FLOWS

Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 140,552 $ 388,519 $ (67,775)
Adjustments to reconcile net
income (loss) to net cash provided
(used) by operating activities:
Depreciation and amortization 73,131 59,515 30,163
Gain on sale of investment
securities (21,687) (87,419) (80,166)
Loss on disposal of equipment - 1,083 10,915
Provision for losses on loans 33,443 91,189 222,651
Decrease (increase) in interest
receivable 39,858 (35,598) (69,133)
Increase in other assets (154,638) (241,892) (712,542)
Increase (decrease) in interest
payable and other liabilities 149,208 (323,374) 304,767
Increase (decrease) in deferred
credits 42,894 (20,641) 4,623
------------ ------------ -----------
Total adjustments 162,209 (557,137) (288,722)
------------ ------------ -----------
Net cash provided (used) by
operating activities 302,761 (168,618) (356,497)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and leasehold
improvements (138,840) (21,393) (29,180)
Proceeds from sales of investment
securities 10,549,663 9,377,773 2,189,155
Proceeds from maturities of
investment securities 5,721,559 2,400,000 -
Purchases of investment securities (12,753,505) (15,783,141) (5,350,587)
Net (increase) decrease in federal funds (1,132,000) 3,639,000 (3,950,000)
Disbursements of funds for loans, net (4,169,980) (5,228,751) (1,933,732)
Proceeds from sale of equipment
and leasehold improvements - 1,340 -
------------ ------------ -----------
Net cash used by investing
activities (1,923,103) (5,615,172) (9,074,344)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in deposits, net 1,642,390 5,308,651 6,522,034
Issuance of common stock - 229,450 2,281,896
Issuance of warrants 17,409 - -
------------ ------------ -----------
Net cash provided by financing
activities 1,659,799 5,538,101 8,803,930
------------ ------------ -----------

INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 39,457 (245,689) (626,911)

CASH AND CASH EQUIVALENTS - BEGINNING 1,202,040 1,447,729 2,074,640
------------ ------------ -----------
CASH AND CASH EQUIVALENTS - ENDING $ 1,241,497 $ 1,202,040 $ 1,447,729
============ ============ ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-20
<PAGE> 77
COMMUNITY BANK OF CHARLOTTE

STATEMENTS OF CASH FLOWS (CONTINUED)

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 during the year for:
Interest $1,288,567 $1,724,625 $1,263,144
Income taxes 7,375 3,000 -
</TABLE>

Disclosure of accounting policy:

For the purpose of presentation in the statements of cash flows, cash
and cash equivalents are defined as those amounts included in the
balance sheet caption "Cash and Due from Banks."

The accompanying notes are an integral part of these financial statements.

F-21
<PAGE> 78
COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

C. Loans and Allowance for Loan Losses - Loans are stated at the
amount of unpaid principal, reduced by an allowance for loan
losses and deferred loan fees. The allowance for loan losses
is established through a provision for loan losses charged to
expenses. The allowance is an amount that management believes
will be adequate to absorb possible losses on existing loans
that may become uncollectible, based on evaluations of the
collectibility of loans. Management determines the adequacy
of the allowance based upon reviews of individual loans,
recent loss experience, current economic conditions, the risk
characteristics of the various categories of loans and other
pertinent factors. Loans deemed uncollectible are charged to
the allowance. Provisions for loan losses and recoveries on
loans previously charged off are added to the allowance.

D. Properties and Equipment - Properties and equipment are stated
at cost, less accumulated depreciation. The provision for
depreciation is computed principally by the straight-line
method.

E. Interest Income on Loans - Interest on loans is accrued and
credited to income based on the principal amount outstanding.
The accrual of interest on loans is discontinued when, in the
opinion of management, there is an indication that the
borrower may be unable to meet payments as they become due.
Upon such discontinuance, all unpaid accrued interest is
reversed.

F. Earnings Per Share - Earnings per share is computed based on
the number of common and common equivalent shares outstanding
and is adjusted for the assumed conversion of shares issuable
upon exercise of options and warrants after the assumed
repurchase of common shares with the related proceeds. Under
rules of the Securities and Exchange Commission, 124,818
shares, using the modified treasury stock method, issuable
upon exercise of options and warrants have been treated as
outstanding in calculating earnings per share for 1993 and
1992. However, for 1993 the effect of these additional shares
would be anti-dilutive. Therefore, primary and fully diluted
earnings per share for 1993 are the same.

F-22
<PAGE> 79
COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

G. Off Balance Sheet Financial Instruments - In the ordinary
course of business the Bank has entered into off balance sheet
financial instruments consisting of commitments to extend
credit, commercial letters of credit and standby letters of
credit. Such financial instruments are recorded in the
financial statements when they become payable.

NOTE 2. INVESTMENT SECURITIES

Carrying amounts and approximate market values of investment
securities are summarized as follows:

<TABLE>
<CAPTION>
Carrying Unrealized Unrealized Market
Amount Gains Losses Value
------ ----- ------ -----
<S> <C> <C> <C> <C>
December 31, 1993:
U.S. Treasury
securities $ - $ - $ - $ -
Obligations of
other U.S.
government
agencies and
corporations 3,839,226 6,960 29,918 3,816,268
Other 761,610 2,375 - 763,985
---------- ------ ------- ----------

$4,600,836 $9,335 $29,918 $4,580,253
========== ====== ======= ==========

December 31, 1992:
U.S. Treasury
securities $4,023,455 $ - $62,829 $3,960,626
Obligations of
other U.S.
government
agencies and
corporations 1,923,721 2,559 9,077 1,917,203
Other 2,149,690 - 2,193 2,147,497
---------- ------ ------- ----------

$8,096,866 $2,559 $74,099 $8,025,326
========== ====== ======= ==========
</TABLE>

Gross realized gains and gross realized losses on sales of securities
were:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Gross realized gains:
U.S. Treasury securities $12,581 $83,265 $ -
Obligations of other U.S.
government agencies and
corporations 19,105 7,411 80,166
------- ------- -------

$31,686 $90,676 $80,166
======= ======= =======
</TABLE>

F-23

<PAGE> 80
COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. INVESTMENT SECURITIES (CONTINUED)

Gross realized gains and gross realized losses on sales of securities
were: (Continued)

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Gross realized losses:
U.S. Treasury securities $9,913 $ - $ -
Obligations of other U.S.
government agencies and
corporations 86 - -
Other securities - 3,257 -
------ ------ ------

$9,999 $3,257 $ -
====== ====== ======
</TABLE>

The maturities of investment securities at December 31, 1993 and 1992
were as follows:

<TABLE>
<CAPTION>
1993 1992
------------------------ -------------------------
Carrying Market Carrying Market
Amount Value Amount Value
------ ----- ------ -----
<S> <C> <C> <C> <C>
Due in one
year or less $ - $ - $1,996,937 $1,994,747
Due from one
to five years 360,710 360,710 4,522,535 4,462,267
Due from five
to ten years 2,010,130 1,996,983 - -
Due after ten
years 2,229,996 2,222,560 1,577,391 1,568,312
---------- ---------- ---------- ----------
$4,600,836 $4,580,253 $8,096,863 $8,025,326
========== ========== ========== ==========
</TABLE>

NOTE 3. LOANS RECEIVABLE

Major classifications of loans are as follows:

December 31,
---------------------------
1993 1992
---- ----

Residential real estate $13,665,840 $ 6,931,824
Commercial and other real estate 10,252,318 15,073,672
Commercial 2,888,653 1,930,115
Installment 2,186,622 1,351,672
Unsecured 916,517 544,481
----------- -----------
29,909,950 25,831,764
Less allowance for loan losses 342,464 357,924
----------- -----------
$29,567,486 $25,473,840
=========== ===========

F-24
<PAGE> 81
COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3. LOANS RECEIVABLE (CONTINUED)

Nonaccrual loans for which interest has been reduced totaled
approximately $387,000, $81,000 and $280,000 at December 31, 1993, 1992
and 1991, respectively. Interest income that would have been recorded
under the original terms for such loans is approximately $36,000 in
1993, $8,000 in 1992 and $13,500 in 1991. Actual interest income,
which is recognized when received, on these loans totaled approximately
$1,500, $-0- and $9,000 for the years ended December 31, 1993, 1992 and
1991, respectively.

Changes in the allowance for loan losses were as follows:

Year Ended Year Ended
December 31, 1993 December 31, 1992
----------------- -----------------

Balance, beginning $357,924 $289,000
Provision charged to
operations 33,443 91,189
Loans charged off (48,903) (22,265)
-------- --------
Balance, ending $342,464 $357,924
======== ========

NOTE 4. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Major classifications of these assets are summarized as follows:

December 31, 1993 December 31, 1992
----------------- -----------------

Equipment $238,761 $112,684
Leasehold improvements 192,727 180,002
-------- --------
431,488 292,686
Less accumulated depreciation
and amortization 147,449 96,862
-------- --------
$284,039 $195,824
======== ========

Depreciation and amortization expense amounted to $50,625 in 1993,
$32,868 in 1992 and $30,163 in 1991.

NOTE 5. OTHER ASSETS

Other assets include the following at December 31, 1993 and 1992.

A. Real Estate Owned - Real estate acquired through foreclosure
proceedings totalled $658,742 and $637,813 at December 31,
1993 and 1992, respectively. An allowance for loss on these
assets has been provided in the amounts of $25,327 and $-0- as
of December 31, 1993 and 1992.

F-25
<PAGE> 82
COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5. OTHER ASSETS (CONTINUED)

B. Intangible Assets - To facilitate market expansion, the Bank
acquired in December 1991 the trade name Southwest Florida
Bank, N.A. and the option rights to lease land for future
branch expansion. The transaction was funded through the
proceeds received from the additional sale of common stock.
The amounts paid for the identifiable intangible assets total
$281,310. During 1993 the option expired unexercised, and the
Bank recognized a one-time charge to operations for the total
amount paid. The trade name totalling $71,121 is being
amortized on a straight- line basis over five years.
Amortization expense totalled $22,506 and $14,224 for 1993 and
1992. No amortization was recorded in 1991. The land subject
to the lease option acquired is owned by a related party.

NOTE 6. DEPOSITS

Deposit accounts are summarized as follows:

December 31, 1993 December 31, 1992
----------------- -----------------

Demand deposits $ 4,125,192 $ 3,521,704
NOW and money market accounts 5,388,476 3,445,633
Regular savings 3,784,572 11,313,366
Certificates of deposit 22,007,552 15,382,699
----------- -----------
$35,305,792 $33,663,402
=========== ===========

NOTE 7. SHORT-TERM BORROWINGS

The Bank has available an unsecured line of credit to purchase Federal
Funds up to $1,000,000 as of December 31, 1993 and $500,000 as of
December 31, 1992. The Bank has no outstanding borrowings against the
lines of credit in 1993 or 1992.

NOTE 8. STOCKHOLDERS' EQUITY

F-26
<PAGE> 83
COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 8. STOCKHOLDERS' EQUITY (CONTINUED)

The Bank granted stock options to certain key employees and directors
as follows:

Exercise Option
Number or Price
of Effective per
Shares Dates Share
------ ------------------------------------ ------
<C> <C> <C>
2,500 January, 1992 through December, 2002 10.50

2,500 January, 1993 through December, 2003 10.50

2,500 January, 1994 through December, 2004 10.50

46,400 August, 1991 through July, 2001 10.50
------
53,900
======
</TABLE>

NOTE 9. ACCOUNTING FOR INCOME TAXES

Pursuant to the method prescribed under Accounting Principles Opinion
No. 11 (APB 11), "Accounting for Income Taxes", deferred income taxes
were recognized for income and expense items reported in different
periods for financial reporting purposes and income tax purposes using
the applicable tax rate for the year in which the differences
originated. Deferred taxes under APB 11 were not permitted to be
adjusted for subsequent changes in tax rates.

F-27
<PAGE> 84
COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 9. ACCOUNTING FOR INCOME TAXES (CONTINUED)

The primary components of temporary differences which give rise to the
Bank's net deferred tax asset are as follows:

Deferred tax asset:
Allowance for loan losses $79,528
-------

Deferred tax liabilities:
Depreciation 1,142
Deferred loan fees 20,482
-------
21,624
-------

Net deferred tax asset $57,904
=======

The net deferred tax asset is included in other assets in these
financial statements.

NOTE 10. COMMITMENTS, CONTINGENT LIABILITIES AND RENTAL EXPENSE

1994 $ 54,048
1995 54,048
1996 9,008
--------
$117,104
========

Rent expense was $61,256, $108,634 and $110,720 for the years ended
December 31, 1993, 1992 and 1991, respectively.

In the normal course of business, the Bank makes various commitments
that are not presented in the accompanying financial statements.
These items include loan commitments and commitments for letter of
credit loans. At December 31, 1993 and 1992 customer loan commitments
total $1,624,678 and $2,199,236, respectively. Standby letters of
credit at December 31, 1993 and 1992, total $360,625 and $269,554,
respectively.

F-28
<PAGE> 85
COMMUNITY BANK OF CHARLOTTE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 11. RELATED PARTY TRANSACTIONS

The Bank has entered into transactions with its directors, significant
shareholders and their affiliates (related parties). Such
transactions were made in the ordinary course of business on
substantially the same terms and conditions, including interest rates
and collateral, as those prevailing at the same time for comparable
transactions with other customers, and did not, in the opinion of
management, involve more than normal credit risk or present other
unfavorable features. At December 31, 1993 and 1992, certain
officers, directors, and companies in which they have 10 percent or
more beneficial ownership, were indebted to the bank in the aggregate
amount of approximately $486,400 and $435,000, respectively.

NOTE 12. PENDING LITIGATION

The Bank has been named as a defendant in a suit regarding the
termination of an employment contract of the former president of the
Bank. The Bank contends that the contract was terminated for cause
and will vigorously defend against the action. Management believes
the suit will be dismissed and does not anticipate any loss regarding
the matter. The Bank's legal counsel has filed a motion to dismiss
the lawsuit. The possible outcome of this matter is unforeseeable at
this time.

NOTE 13. REGULATORY MATTERS

The Bank is a state chartered Bank under the laws of the State of
Florida. The Bank also is subject to federal regulation through its
insurance coverage with the Federal Deposit Insurance Corporation.
Accordingly, the Bank is required to maintain minimum amounts of
capital to total adjusted assets and "risk weighted" assets, as
defined by the banking regulators. At December 31, 1993, the Bank is
required to have minimum Tier 1 and Total capital ratios of 4.00% and
8.00%, respectively. The Bank's actual ratios at December 31, 1993
were 13.37% and 21.01%, respectively.

NOTE 14. SUBSEQUENT EVENT

In February 1994, the Board of Directors entered into an agreement and
plan of merger whereby its shares of common stock would be converted
into shares of common stock of Southtrust Bank of Southwest Florida,
National Association, subject to approvals by the shareholders of both
Banks, the Florida Department of Banking and Finance, and the office
of the Comptroller of the Currency.

F-29
<PAGE> 86
EXHIBIT A

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST BANK OF SOUTHWEST FLORIDA,

NATIONAL ASSOCIATION

AND

COMMUNITY BANK OF CHARLOTTE

JOINED IN BY

SOUTHTRUST OF FLORIDA, INC.

AND

SOUTHTRUST CORPORATION

A-1
<PAGE> 87
<TABLE>

ARTICLE I

THE MERGER

<S> <C> <C>
Section 1.1 Constituent Corporations; Consummation of Merger; Closing Date ............................... 2
Section 1.2 Effect of Merger ............................................................................. 3
Section 1.3 Further Assurances ........................................................................... 4

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Community Shares ..................................................... 4
Section 2.2 Community Stock Options and Related Matters .................................................. 6
Section 2.3 Fractional Shares ............................................................................ 7
Section 2.4 Effectuating Conversion ...................................................................... 7
Section 2.5 Laws of Escheat .............................................................................. 9
Section 2.6 Consideration ................................................................................ 9

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COMMUNITY

Section 3.1 Corporate Organization ....................................................................... 10
Section 3.2 Capitalization ............................................................................... 10
Section 3.3 Financial Statements; Filings ................................................................ 11
Section 3.4 Loan Portfolio ............................................................................... 12
Section 3.5 Certain Loans and Related Matters ............................................................ 12
Section 3.6 Authority; No Violation ...................................................................... 13
Section 3.7 Consents and Approvals ....................................................................... 13
Section 3.8 Broker's Fees ................................................................................ 13
Section 3.9 Absence of Certain Changes or Events ......................................................... 14
Section 3.10 Legal Proceedings; Etc ....................................................................... 14
Section 3.11 Taxes and Tax Returns ........................................................................ 14
Section 3.12 Employee Benefit Plans ....................................................................... 15
Section 3.13 Title and Related Matters .................................................................... 16
Section 3.14 Real Estate .................................................................................. 16
Section 3.15 Environmental Matters ........................................................................ 17
Section 3.16 Commitments and Contracts .................................................................... 18
Section 3.17 Regulatory and Accounting Matters ............................................................ 18
Section 3.18 Registration Obligations ..................................................................... 19
Section 3.19 State Takeover Laws .......................................................................... 19
Section 3.20 Insurance .................................................................................... 19
Section 3.21 Labor ........................................................................................ 19
Section 3.22 Compliance with Laws ......................................................................... 19
Section 3.23 Transactions with Management ................................................................. 20
Section 3.24 Proxy Materials .............................................................................. 20
Section 3.25 Deposit Insurance ............................................................................ 20
Section 3.26 Untrue Statements and Omissions .............................................................. 20
</TABLE>

A-2
<PAGE> 88

<TABLE>
ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-SUB

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

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Community ......................................................... 25
Section 5.2 Current Information .......................................................................... 26
Section 5.3 Access to Properties; Personnel and Records .................................................. 27
Section 5.4 Approval of Community 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 Compliance Matters ........................................................................... 29
Section 5.10 Exemption Under Anti-Takeover Statutes ....................................................... 29

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation .................................................................... 29
Section 6.2 Regulatory Matters ........................................................................... 29
Section 6.3 Other Matters ................................................................................ 30
Section 6.4 Indemnification .............................................................................. 31
Section 6.5 Current Information .......................................................................... 32
Section 6.6 Registration Statement ....................................................................... 32
Section 6.7 Reservation of Shares ........................................................................ 32

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

Section 7.1 Shareholder Approval ......................................................................... 33
Section 7.2 Regulatory Approvals ......................................................................... 33
Section 7.3 Litigation ................................................................................... 33
Section 7.4 Proxy Statement and Registration Statement ................................................... 33
</TABLE>

A-3
<PAGE> 89
<TABLE>
ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-SUB

<S> <C> <C>
Section 8.1 Representations and Warranties ............................................................... 33
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 ........................................................................... 34
Section 8.6 Consents Under Agreements .................................................................... 34
Section 8.7 Material Condition ........................................................................... 34
Section 8.8 Acknowledgment of Option Conversion .......................................................... 35
Section 8.9 Outstanding Shares of Community .............................................................. 35
Section 8.10 Dissenters ................................................................................... 35
Section 8.11 Certification of Claims ...................................................................... 35
Section 8.12 Transactions with Island Bank of Collier County ............................................. 35

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF COMMUNITY

Section 9.1 Representations and Warranties ............................................................... 35
Section 9.2 Performance of Obligations ................................................................... 35
Section 9.3 Certificate Representing Satisfaction of Conditions .......................................... 35
Section 9.4 Absence of Adverse Facts ..................................................................... 36
Section 9.5 Consents Under Agreements .................................................................... 36
Section 9.6 Opinion of Counsel ........................................................................... 36
Section 9.7 SouthTrust Shares ............................................................................ 36
Section 9.8 Price Condition .............................................................................. 36
Section 9.9 Tax Opinion .................................................................................. 36

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination .................................................................................. 36
Section 10.2 Effect of Termination ....................................................................... 37
Section 10.3 Effect of Wrongful Termination ............................................................... 37
Section 10.4 Amendments ................................................................................... 37
Section 10.5 Waivers ...................................................................................... 37
Section 10.6 Non-Survival of Representations and Warranties ............................................... 37

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement ............................................................................. 38
Section 11.2 Notices ...................................................................................... 38
Section 11.3 Severability ................................................................................. 39
Section 11.4 Costs and Expenses ........................................................................... 40
Section 11.5 Captions ..................................................................................... 40
Section 11.6 Counterparts ................................................................................. 40
Section 11.7 Governing Law ................................................................................ 40
Section 11.8 Persons Bound; No Assignment ................................................................. 40
</TABLE>

A-4
<PAGE> 90
<TABLE>
<S> <C> <C>
Section 11.9 Exhibits and Schedules ....................................................................... 40
Section 11.10 Waiver ....................................................................................... 40
Section 11.11 Construction of Terms ....................................................................... 41
</TABLE>

A-5
<PAGE> 91
AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST BANK OF SOUTHWEST FLORIDA, NATIONAL ASSOCIATION
AND
COMMUNITY BANK OF CHARLOTTE
JOINED IN BY
SOUTHTRUST OF FLORIDA, INC.
AND
SOUTHTRUST CORPORATION

This AGREEMENT AND PLAN OF MERGER, dated as of the 7th day of
January, 1994 and amended as of April 27, 1994 (as amended, this "Agreement"),
by and between SouthTrust Bank of Southwest Florida, National Association, a
national banking association ("ST-Sub"), and Community Bank of Charlotte, a
Florida banking corporation ("Community") and joined in by SouthTrust of
Florida, Inc., a Florida corporation ("ST-FL"), and SouthTrust Corporation, a
Delaware corporation ("SouthTrust").

WITNESSETH THAT:

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

WHEREAS, ST-FL desires to effect such acquisition through its
wholly-owned subsidiary, ST-Sub, by causing Community to be merged with and
into ST-Sub;

WHEREAS, ST-FL has directed, adopted and approved, the acquisition of
the assets and business of Community through the wholly-owned subsidiary of
ST-FL, ST-Sub;

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

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

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

ARTICLE I

THE MERGER

Section 1.1 Constituent Corporations; Consummation of Merger; Closing
Date. (a) Subject to the provisions hereof, Community shall be merged with and
into ST-Sub (which has heretofore and shall hereinafter be referred to as the
"Merger") pursuant to Sections 655.412 and 658.40 through 658.45 of the Florida
Code and 12 U.S.C. Section 215a and ST-Sub shall be the surviving corporation
(sometimes hereinafter referred to as "Surviving

A-6
<PAGE> 92
Corporation" when reference is made to it after the Effective Time of the
Merger (as defined below)). The Merger shall become effective on the date and
at the time on which the Merger is deemed effective by each of the Florida
Department of Banking and Finance and the Office of the Comptroller of the
Currency (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 Community, 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 the Merger Agreement
and (ii) the date on which the shareholders of Community, 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 Office of Thrift Supervision (including its
predecessor, the Federal Home Loan Bank Board) (the "OTS"), the Office of the
Comptroller of the Currency (the "OCC"), the Federal Deposit Insurance
Corporation (the "FDIC"), and all state regulatory agencies having jurisdiction
over the parties, including the Florida Department of Banking and Finance (the
"Department"), the National Association of Securities Dealers, Inc., all
national securities exchanges and the Securities and Exchange Commission (the
"SEC").

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

(c) The main office of Community is located at 4045
Tamiami Trail, Port Charlotte, Florida. The main office of ST-Sub is located
at 1530 Heitman Street, Fort Myers, Florida. ST-Sub has branches located at
2503 Del Prado Blvd., Cape Coral, Florida; 1645 S.E. 47th Terrace, Cape Coral,
Florida; 1608 Cape Coral Parkway, Camelot Isles, Florida; 4851 N. Tamiami Tr.,
Naples, Florida; 4099 Radio Road, Naples, Florida; and 4794 Golden Gate Pkwy.,
Naples, Florida; Calosa Harbour, Ft. Myers, Florida.

(d) The main office of the Surviving Corporation
shall be located at 1530 Heitman Street, Fort Myers, Florida. The
branch offices of the Surviving Corporation shall be each existing branch
office of ST-Sub and the existing main office of Community.

(e) From and after the Effective Time of the Merger,
until replaced pursuant to applicable laws and under the provisions of the
Articles of Association and Bylaws of the Surviving Corporation, the persons
who shall serve as directors and executive officers, as the case may be, of the
Surviving Corporation shall be those persons who are serving in such capacity
immediately prior to the Effective Time of the Merger, and such additional
persons as SouthTrust, or ST-FL may, at or prior to the Effective Time of the
Merger designate in writing.

(f) After the Effective Time of the Merger, the
Surviving Corporation shall have 220,000 shares of Common Stock, par value
$5.00 per share ("ST-Sub Common Stock"), authorized, 220,000 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 Corporation
shall be $1,100,000, and the total capital of ST-Sub shall consist of such
capital stock, plus the combined capital and surplus of Community and ST-Sub
(as stated in Section 1.1(g) hereof), adjusted, however, for earnings (losses)
between December 31, 1992 and the Effective Time of the Merger).

(g) As of December 31, 1992, ST-Sub had total capital
of $18,817,663 divided into 220,000 shares of ST-Sub Common Stock, and surplus
and undivided profits of $17,718,000. As of December 31, 1992, Community had
total capital of $5,342,610, divided into 515,849 shares of Common Stock, par
value $5.00, and surplus and undivided profits of $2,763,365.

(h) The Surviving Corporation shall not have trust
powers.

A-7
<PAGE> 93
(i) The Articles of Association under which the
Surviving Corporation will operate shall be the Articles of Association of
ST-Sub.

Section 1.2 Effect of Merger. (a) At the Effective Time of the
Merger, Community shall be merged with and into ST-Sub and the separate
existence of Community shall cease. The Articles of Incorporation and Bylaws
of ST-Sub, as in effect on the date hereof and as otherwise amended prior to
the Effective Time of the Merger, shall be the Articles of Incorporation and
the Bylaws of the Surviving Corporation until further amended as provided
therein and in accordance with applicable law. The Surviving Corporation shall
have all the rights, 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 privileges, immunities and franchises of a private, as well as of a
public nature, of each of the constituent corporations, including the
tradenames and servicemarks of Community. All property (real, personal and
mixed) and all debts on whatever account, including subscriptions to shares,
and all choses in action, all and every other interest, of or belonging to or
due to each of the constituent corporations so merged shall be taken and deemed
to be transferred to and vested in the Surviving Corporation without further
act or deed. The title to any real estate, or any interest therein, vested in
any of the constituent corporations shall not revert or be in any way impaired
by reason of the Merger. The Surviving Corporation shall thenceforth be
responsible and liable for all the liabilities and obligations of each of the
constituent corporations so merged and any claim existing or action or
proceeding pending by or against either of the constituent corporations may be
prosecuted as if the Merger had not taken place or the Surviving Corporation
may be substituted in its place. Neither the rights of creditors nor any liens
upon the property of any constituent corporation shall be impaired by the
Merger.

(b) The shares of ST-Sub Common Stock 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
Corporation. The Community Shares (as hereinafter defined) shall be treated in
the Merger as specified in Article II.

Section 1.3 Further Assurances. From and after the Effective Time of
the Merger, as and when requested by the Surviving Corporation, the officers
and directors of Community last in office shall execute and deliver or cause
to be executed and delivered in the name of Community 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 Corporation title to and possession of all of the
property, interests, assets, rights, privileges, immunities, powers, franchises
and authority of Community.

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Community Shares. Subject to the
provisions hereof, as of the Effective Time of the Merger and by virtue of the
Merger and without any further action on the part of the holder of any shares
of common stock of Community, par value $5.00 (the "Community Shares"):

(a) All Community Shares which are held by Community 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 Community Shares (as hereinafter defined), each
Community Share outstanding immediately prior to the Effective
Time of the Merger shall be converted into the right to receive
0.6788 shares of common stock of SouthTrust (and the rights
associated therewith issued pursuant to a Rights Agreement dated
February 22, 1989 between SouthTrust and Mellon Bank, N.A.)
(together, the "SouthTrust Shares") (such fraction, as may be
adjusted, as provided herein, being hereinafter referred to as the
"Conversion Ratio"). The Conversion

A-8
<PAGE> 94
Ratio, including the number of SouthTrust Shares issuable in the
Merger, shall be subject to an appropriate adjustment in the event
of any stock split, reverse stock split, dividend payable in
SouthTrust Shares, reclassification or similar distribution
whereby SouthTrust issues SouthTrust Shares or any securities
convertible into or exchangeable for SouthTrust Shares without
receiving any consideration in exchange therefor, provided that
the record date of such transaction is a date after the date of
the Agreement and prior to the Effective Time of the Merger.

(c) Each outstanding Community 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 215a(c) and (d) (the
"Dissent Provisions"), to the extent applicable, and has not
effectively withdrawn or lost his right to such appraisal (the
"Dissenting Community 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. Community shall
give SouthTrust prompt notice upon receipt by Community of any
written objection to the Merger and any written demands for
payment of the fair or appraised value of Community Shares, and
of withdrawals of such demands, and any other instruments provided
to Community 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 Community Shares held by such Dissenting Shareholder shall
receive payment therefor from ST-Sub, as escrow agent (the
"Escrow Agent"), on behalf of Community out of funds provided to
the Escrow Agent by Community in accordance with the provisions of
Section 2.1(d) (but only after the amount thereof shall have been
agreed upon or at the times and in the amounts required by the
Dissent Provisions) and all of such Dissenting Shareholder's
Community Shares shall be canceled. Neither Community nor the
Surviving Corporation shall, except with the prior written
consent of ST-FL, voluntarily make any payment with respect to, or
settle or offer to settle, any demand for payment by any
Dissenting Shareholder. If any Dissenting Shareholder shall have
failed to perfect or shall have effectively withdrawn or lost such
right to demand payment of fair or appraised value, the Community
Shares held by such Dissenting Shareholder shall thereupon be
deemed to have been converted into the right to receive the
consideration to be issued in the Merger as provided by this
Agreement.

(d) With respect to each Dissenting Shareholder, on or immediately
prior to the Effective Time of the Merger, Community shall
deposit with the Escrow Agent an amount in cash equal to 150% of
the consideration (with the SouthTrust Shares being valued in the
manner set forth in Section 2.3) such Dissenting Shareholder would
have received in the Merger but for the exercise of the Dissent
Provisions (the "Dissent Escrow"). The Escrow Agent shall
disburse the Dissent Escrow to such Dissenting Shareholders in
accordance with the Dissent Provisions. Any and all funds
remaining in the Dissent Escrow after such disbursement shall be
remitted to the Surviving Corporation.

Section 2.2 Community Stock Options and Related Matters. (a) As
of the Effective Time of the Merger, all rights with respect to the Community
Shares issuable pursuant to the exercise of each then outstanding warrant and
stock option (the "Community Options") granted by Community pursuant to warrant
agreements and stock option plans of Community (collectively referred to as the
"Community Stock Option Plans"), whether or not each such Community Option is
then exercisable, shall be converted into a right of the

A-9
<PAGE> 95
holder thereof to receive, as to all of the Community Shares otherwise
receivable upon exercise of each such Community Option, such number of
SouthTrust Shares as shall equal in the aggregate to (A) 0.6788 multiplied by
the last sales price, as reported by the Automated Quotation System of the
National Association of Securities Dealers, Inc.-National Market System
("NASDAQ") as of the last trading day preceding the Effective Time of the
Merger, of SouthTrust Shares, less (B) the respective exercise price applicable
to each such Community Share subject to each Community Option held by the
holder thereof, multiplied by the number of Community Shares subject to each
such Community Option.

(b) At all times after the Effective Time of the Merger,
SouthTrust, in accordance with Section 2.2(a) above, shall make transfer to
ST-FL or ST-FL shall purchase from SouthTrust, in exchange for a purchase price
equal to the last sales price of the SouthTrust Shares, as reported by NASDAQ
as of the last trading day prior to such purchase, such number of SouthTrust
Shares as shall be necessary to permit the conversion of the Community Options
in the manner contemplated by Section 2.2(a) of this Agreement.

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

(d) Community acknowledges that the holders of Community
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.

(e) At the election of ST-FL, Community shall procure from each
holder of Community Options, and shall deliver to SouthTrust at the Closing,
an executed acknowledgement, in the form of Exhibit 2.2(e) hereof (the
"Acknowledgment"), of the treatment and disposition of such holder's Community
Options, as provided for under Section 2.2 of this Agreement.

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

Section 2.4 Effectuating Conversion (a) The Trust and Financial
Services Division of SouthTrust Bank of Alabama, National Association, or such
other institution as SouthTrust and SouthTrust Bank of Alabama, National
Association, may designate, including, without limitation, Mellon Bank, N.A.,
SouthTrust or ST-FL, shall serve as the exchange agent (the "Exchange Agent").
The Exchange Agent may employ sub-agents in connection with performing its
duties. Neither the Exchange Agent nor its sub-agents shall have any financial
obligation to deliver any Merger consideration except to the extent that such
consideration is first delivered to the Escrow Agent. As of the Effective Time
of the Merger, ST-FL will deliver or cause to be delivered to the Exchange
Agent the consideration to be paid by ST-FL for the Community Shares, along
with the appropriate cash payment in lieu of fractional interests in SouthTrust
Shares. As promptly as practicable after the Effective Time of the Merger, the
Exchange Agent shall send or cause to be sent to each former holder of record
of Community Shares transmittal materials (the "Letter of Transmittal") for use
in exchanging their certificates formerly representing Community Shares for the
consideration provided for in this Agreement. As soon as practicable after
receipt of properly completed Letters of Transmittal, and stock certificates
evidencing the Community Shares held by the former holders of the Community
Shares, the Exchange Agent shall cause the

A-10
<PAGE> 96
appropriate number of SouthTrust Shares to be issued to the former holders of
Community Shares submitting such Letters of Transmittal. Amounts that would
have been payable to Dissenting Shareholders for Community Shares but for the
fact of their dissent in accordance with the provisions of Section 2.1(c)
hereof shall be returned by the Exchange Agent to ST-FL as promptly as is
practicable.

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

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

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

(ii) Such security and indemnity as may be reasonably requested
by ST-FL to indemnify and hold ST-FL harmless (provided
that no security shall be required if 400 or less Community
Shares are represented by such holder's lost
certificate(s)); and

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

(d) In the event that the delivery of the consideration
contemplated by this Agreement and the amount of cash representing fractional
SouthTrust Shares are to be made to a person other than the person in whose
name any certificate representing Community 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 Community 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 Community Shares,
and neither SouthTrust nor ST-FL shall be obligated to deliver any of the
consideration contemplated by this Agreement, any amount of cash representing
fractional SouthTrust Shares or any such dividend or other distribution with
respect to SouthTrust Shares until such holder shall surrender the certificate
or certificates representing Community Shares as provided for by the
Agreement. Subject to applicable laws, following surrender of any such
certificate or certificates, there shall be paid to the holder of the
certificate or certificates then representing SouthTrust Shares issued in the
Merger, without interest at the time of such surrender, the consideration
contemplated by this Agreement, the

A-11
<PAGE> 97
amount of any cash representing fractional SouthTrust Shares and the amount of
any dividends or other distributions with respect to SouthTrust Shares to which
such holder is entitled as a holder of SouthTrust Shares.

Section 2.5 Laws of Escheat. If any of the consideration due or other
payments to be paid or delivered to the holders of Community 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 or the Exchange Agent
shall be entitled to dispose of any such consideration or other payments in
accordance with applicable laws concerning abandoned property, escheat or
similar laws. Any other provision of this Agreement notwithstanding, none of
Community, SouthTrust, ST-FL, ST-Sub, the Exchange Agent, nor any other person
acting on their behalf shall be liable to a holder of Community 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.

Section 2.6 Consideration. SouthTrust, on behalf of ST-FL, shall issue
the SouthTrust Shares and shall pay or cause to be paid all cash payments as
and when the same shall be required to be issued and paid pursuant to this
Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COMMUNITY

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

Section 3.1 Corporate Organization. (a) Community is a banking
corporation duly organized, validly existing and in good standing under the
laws of the State of Florida. Community 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 Community is duly licensed or
qualified to do business in Florida and elsewhere where the nature of the
business conducted by it or the character or location of the properties and
assets owned or leased by it make such qualification necessary, except where
the failure to be so licensed or qualified would not have a material adverse
effect on the business, assets, operations, financial condition or results of
operations (such business, assets, operations, financial condition or results
of operations hereinafter collectively referred to as the "Condition") of
Community. True and correct copies of the Articles or Certificate of
Incorporation of Community and the Bylaws of Community, each as amended to the
date hereof, have been delivered to SouthTrust.

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

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

(d) The minute books of Community 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).

Section 3.2 Capitalization. The authorized capital stock of Community
consists of 800,000 shares of common stock, par value $5.00 (hereinbefore and
hereinafter referred to as "Community Shares"), 515,849 shares of which as of
the date hereof are issued and outstanding ([none] of which is held in the
treasury of Community). All of the issued and outstanding Community 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

A-12
<PAGE> 98
Community, or any securities or rights convertible into or exchangeable for
shares of capital stock of Community, except for options to purchase 227,988
Community Shares (which are described in more detail in Disclosure Schedule
3.2).

Section 3.3 Financial Statements; Filings. (a) Community has
previously delivered to SouthTrust copies of the financial statements of
Community as of and for the years ended 1990, 1991 and 1992 and the financial
statements of Community as of and for the periods ended March 31, 1993, June
30, 1993, and September 30, 1993 and Community 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 Community, the financial statements of Community 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 Community").

(b) Community has previously delivered to SouthTrust copies of
the Call Reports of Community as of and for the years ended 1990, 1991 and
1992 and the Call Reports of Community as of and for the periods ended March
31, 1993, June 30, 1993, and September 30, 1993 and Community 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 Community, the Call Reports of Community 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 Community").

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

(d) To the extent not prohibited by law, Community has
heretofore delivered or made available, or caused to be delivered or made
available, to SouthTrust all reports and filings made or required to be made
by Community, 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) Except as reflected on Schedule 3.3(e) hereto, since
December 31, 1992, Community 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 Community except obligations and liabilities (i) which are accrued or
reserved against in the Financial Statements of Community or the Call Reports
of Community, or reflected in the notes thereto, (ii) which were incurred after
December 31, 1992, in the ordinary course of business consistent with past
practices, or (iii) which are contemplated by this Agreement or incurred with
the written consent of SouthTrust.

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
Community and the Call Reports of Community as of and for the year ended
December 31, 1992 and the period ended March 31, 1993, June 30, 1993 and
September 30, 1993 were as of such dates in all respects the binding
obligations of the respective obligors named therein in accordance with their
respective terms, (ii) the allowances for possible loan losses shown on the
Financial Statements of Community and the Call Reports of Community as of and
for the year ended December 31, 1992 and the period ended March 31, 1993, June
30, 1993 and September 30, 1993 were, and the allowance for possible loan
losses to be shown on the Financial Statements of Community and the Call
Reports of Community as of any date subsequent to the execution of this
Agreement

A-13
<PAGE> 99
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 Community 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, Community is not a party as of the date of this
Agreement 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 in default of
any other provision as of the date hereof; (ii) loan agreement, note or
borrowing arrangement which has been classified as "substandard", "doubtful",
"loss" or any comparable classification; (iii) loan agreement, note or
borrowing arrangement, including any loan guaranty, with any director or
executive officer of Community or any ten percent (10%) shareholder of
Community, or any person, corporation or enterprise controlling, controlled by
or under common control with any of the foregoing; or (iv) loan agreement, note
or borrowing arrangement in violation of any law, regulation or rule applicable
to Community 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 Community. As of the date of any
Financial Statement of Community and any Call Report of Community subsequent to
the execution of this Agreement, including the date of the Financial Statements
of Community and the Call Reports of Community 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) Community has full corporate
power and authority to execute and deliver this Agreement and, subject to the
approval of the shareholders of Community and to the receipt of the Consents of
the Regulatory Authorities, to consummate the transactions contemplated hereby.
The Board of Directors of Community 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 and recommended to
Community'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 Community are necessary to consummate the
transactions so contemplated. This Agreement, when duly and validly executed
by Community and delivered by Community, will constitute a valid and binding
obligation of Community, and will be enforceable against Community 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
Community nor the consummation by Community of the transactions contemplated
hereby, nor compliance by Community with any of the terms or provisions hereof,
will (i) violate any provision of the Articles of Incorporation or Bylaws of
Community (ii) assuming that the Consents of the Regulatory Authorities and
approvals referred to herein are duly obtained, violate any statute, code,
ordinance, rule, regulation, judgment, order, writ, decree or injunction
applicable and material to Community or any of its properties or assets, or
(iii) violate, conflict with, result in a breach of any provisions of,
constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, result in the termination of,
accelerate the performance required by or result in the creation of any lien,
security interest, charge or other encumbrance upon any of the properties or
assets of Community 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 Community is a
party, or by which Community or any of its properties or assets may be bound
or affected.

Section 3.7 Consents and Approvals. Except for (i) the filing by
Community with the SEC of a proxy statement of Community relating to the
meeting of the shareholders of Community at which the Merger is to be
considered (the "Proxy Statement"); (ii) the Consents of the OCC and the
Department; (iii) approval of this Agreement by the shareholders of ST-Sub and
Community; (iv) filing of this Agreement and certified resolutions with the
Department and the OCC; (v) issuance of a certificate of merger by the
Department and a letter certifying consummation of the Merger by the OCC; and
(vi) as set forth in Disclosure Schedule 3.7, no

A-14
<PAGE> 100
Consents of any person are necessary in connection with the execution and
delivery by Community of this Agreement, and the consummation by Community of
the Merger and the other transactions contemplated hereby.

Section 3.8 Broker's Fees. None of Community 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 occasioned
by this Agreement or with the consent of SouthTrust, 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
Community Shares or (ii) any change or any event involving a prospective
change in the Condition of Community which has had, or is reasonably likely to
have, a material adverse effect on the Condition of Community or on Community
generally, including, without limitation any change in the administration or
supervisory standing or rating of Community 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, Community is not a party to any, and there are no pending or,
to the knowledge of Community, threatened, judicial, administrative, arbitral
or other proceedings, claims, actions, causes of action or governmental
investigations against Community challenging the validity of the transactions
contemplated by this Agreement and, to the knowledge of Community as of the
date hereof, there is no material proceeding, claim, action or governmental
investigation against Community; no judgment, decree, injunction, rule or
order of any court, governmental department, commission, agency,
instrumentality or arbitrator is outstanding against Community which has a
material adverse effect on the Condition of Community; there is no default by
Community under any material contract or agreement to which Community is a
party; and Community is not a party to any agreement, order or memorandum in
writing by or with any Regulatory Authority restricting the operations of
Community and Community 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. Community has previously delivered
or made available to SouthTrust copies of the federal income tax returns of
Community for the years 1990, 1991 and 1992 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 Community such returns have not been
subjected to an audit by the Internal Revenue Service. Except as reflected in
Disclosure Schedule 3.11, to its knowledge, Community has duly filed in
correct form all material federal, state and local information returns and tax
returns required to be filed by either of them on or prior to the date hereof,
and Community 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 either of them by any federal, state or local taxing
authorities (including, without limitation, those due in respect of the
properties, income, business, capital stock, deposits, franchises, licenses,
sales and payrolls of Community 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 Community and the Call Reports of
Community 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
consistent with past practices. Community is not responsible for the taxes of
any other person other than Community, under Treasury Regulation 1.1502-6 or
any similar provision of federal, state or foreign law.

Section 3.12 Employee Benefit Plans. (a) Community does not 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) Community (or any pension plan maintained by it) has not
incurred any liability to the Pension Benefit Guaranty Corporation ("PBGC") or
the Internal Revenue Service with respect to any pension plan qualified under
Section 401 of the Code, except liabilities to the PBGC pursuant to Section
4007 of ERISA, all which have been fully paid. No reportable event under
Section 4043(b) of ERISA (including events waived by PBGC regulation) has
occurred with respect to any such pension plan.

A-15
<PAGE> 101
(c) Community has not incurred any material liability under
Section 4201 of ERISA for a complete or partial withdrawal from, or agreed to
participate in, any multi-employer plan as such term is defined in Section
3(37) of ERISA.

(d) All "employee benefit plans," as defined in Section 3(3)
of ERISA, that are maintained by Community comply in both form and operation,
in all material respects, with ERISA and the Code that are applicable, or
intended to be applicable, to such "employee benefit plans." Community has no
any material liability under any such plan that is not reflected in the
Financial Statements of Community or the Call Reports of Community.

(e) To the best knowledge of Community, 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 Community (i) which would result in
the imposition, directly or indirectly, of a material excise tax under Section
4975 of the Code or a material civil penalty under Section 502(i) of ERISA, or
(ii) the correction of which would have a material adverse effect on the
Condition of Community; and, to the best knowledge of Community no actions
have occurred which could result in the imposition of a penalty under any
section or provision of ERISA.

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

(g) Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will (i) result in
any material payment (including, without limitation, severance, unemployment
compensation, golden parachute or otherwise) becoming due to any director or
any officer or employee of Community 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) and except with respect to "other real estate
owned", Community has good title, and as to owned real property, have good and
marketable title in fee simple absolute, to all assets and properties, real or
personal, tangible or intangible, reflected as owned by it or carried under
its name on the Financial Statements of Community, or the Call Reports of
Community 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 June 30, 1993), 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 Community and the Call
Reports of Community or incurred in the ordinary course of business after June
30, 1993, (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 Community.

(b) All agreements pursuant to which Community 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 Community.

(c) Other than "other real estate owned", (i) all of the
buildings, structures and fixtures owned, leased or subleased by Community,
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 Community, 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.

A-16
<PAGE> 102
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 Community or in which Community
has any ownership or leasehold interest; provided that "other real estate
owned" or otherwise held in the loan portfolio of Community is only reasonably
identified on Schedule 3.14(a).

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

(c) Community 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 Community.

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

Section 3.15 Environmental Matters.

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

(b) Community has not received notice of any litigation pending
or threatened before any court, governmental agency or board or other forum in
which Community 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 of an amount of a reportable quantity or more
into the environment of any Hazardous Material (as defined below) or oil,
whether or not occurring or on a site owned or leased or operated by Community
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 Community.

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

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

(e) "Environmental Law" means any applicable federal, state or
local law, statute, ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, order, judgment, decree or injunction
relating to (i) the protection, preservation or restoration of the environment
(including, without limitation, air, water vapor, surface water, groundwater,
drinking water supply, surface soil, subsurface soil, plant and animal

A-17
<PAGE> 103
life or any other natural resource), and/or (ii) the use, storage, recycling,
treatment, generation, transportation, processing, handling, labeling,
production, release or disposal of any substance presently listed, defined,
designated or classified as hazardous, toxic, radioactive or dangerous, or
otherwise regulated, whether by type or by substance as a component; "Hazardous
Material" means any pollutant, contaminant, or hazardous substance within the
meaning of the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. Section 9601 et seq., or any similar federal, state
or local law; and "Participation Facility" means any facility in which
Community has engaged in Participation in the Management of such facility, and,
where required by the context, includes the owner or operator of such facility,
but only with respect to such facility; "Participation in the Management" of a
facility has the meaning set forth in 40 C.F.R. Section 300.1100(c).

Section 3.16 Commitments and Contracts. Except as set forth in
Disclosure Schedule 3.16, Community is not a party or subject to any of the
following (whether written or oral):

(a) Any employment contract (including any agreement or plan
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 Community);

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

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

Section 3.17 Regulatory and Accounting Matters. Community has not
agreed to take any action or has any knowledge of any fact or has agreed to
any circumstance that would materially impede or delay receipt of any Consents
of any Regulatory Authorities referred to in this Agreement including, matters
relating to the Community Reinvestment Act and protests thereunder; and
Community has not agreed to take any action or has knowledge of any fact or has
agreed to any circumstance that would materially impede the ability of
SouthTrust to account for the transactions contemplated by this Agreement as a
pooling of interests.

Section 3.18 Registration Obligations. Community is not under any
obligation, contingent or otherwise, which will survive the Merger to register
any of its securities under the Securities Act of 1933 or any state securities
laws.

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

Section 3.20 Insurance. Community is presently insured, and during
each of the past three calendar years have 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 Community, the policies of fire, theft, liability
and other insurance maintained with respect to the assets or businesses of
Community provide adequate coverage against loss, and the fidelity bonds in
effect as to which Community 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 Community is pending as
of the date hereof or, to the knowledge of Community, threatened. Except with
respect to the Sherrill Woods litigation, Community is not involved in, or, to
the knowledge of Community, threatened with or affected by, any proceeding
asserting that Community 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 Community. No union represents or claims to represent any employees of
Community, and, to the knowledge of Community, no labor union is attempting to
organize employees of Community.

A-18
<PAGE> 104
Section 3.22 Compliance with Laws. Community has conducted its
business in accordance with all applicable federal, foreign, state and local
laws, regulations and orders, and is in compliance with such laws, regulations
and orders, except for such violations or non-compliance, which when taken
together as a whole, will not have a material adverse effect on the Condition
of Community. Except as disclosed in Disclosure Schedule 3.22, Community:

(a) Is not in violation of any laws, orders or permits
applicable to its business or the employees or agents or
representatives conducting its business, except for
violations which individually or in the aggregate do not
have and will not have a material adverse effect on the
Condition of Community; 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 Community is not in compliance with any
laws or orders which such governmental authority or
Regulatory Authority enforces, where such noncompliance
is not reasonably likely to have a material adverse effect
on the Condition of Community, (ii) threatening to revoke
any permit, the revocation of which is not reasonably likely
to have a material adverse effect on the Condition of
Community, (iii) requiring Community 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 Community, 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 Community at the time such deposits were entered into, (b)
the agreements listed on Disclosure Schedule 3.16, and (c) the items described
on Disclosure Schedule 3.23, there are no contracts with or commitments to
present or former stockholders, directors, officers or employees involving the
expenditure of more than $1,000 as to any one individual, including, with
respect to any business directly or indirectly controlled by any such person,
or $5,000 for all such contracts for commitments in the aggregate for all such
individuals.

Section 3.24 Proxy Materials. None of the information relating to
Community to be included in the Proxy Statement which is to be mailed to the
shareholders of Community 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.

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

SouthTrust, ST-FL and ST-Sub hereby represent and warrant to Community
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

A-19
<PAGE> 105
conducted, or as proposed to be conducted pursuant to this Agreement, and
SouthTrust is licensed or qualified to do business in each jurisdiction in
which the nature of the business conducted by SouthTrust, or the character or
location of the properties and assets owned or leased by SouthTrust makes such
licensing or qualification necessary, except where the failure to be so
licensed or qualified (or steps necessary to cure such failure) would not have
a material adverse effect on the Condition of SouthTrust on a consolidated
basis. SouthTrust is duly registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended. True and correct copies of the
Restated Certificate of Incorporation of SouthTrust and the Bylaws of
SouthTrust, each as amended to the date hereof, have been made available to
Community prior to the Effective Time of the Merger.

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

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

Section 4.2 Organization and Related Matters of ST-FL. (a) ST-FL is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Florida. ST-FL has the corporate power and authority to
own or lease all of its properties and assets and to carry on its business as
now conducted, or as proposed to be conducted pursuant to this Agreement, and
ST-FL is licensed or qualified to do business in each jurisdiction in which
the nature of the business conducted by ST-FL, or the character or location of
the properties and assets owned or leased by ST-FL makes such licensing or
qualification necessary, except where the failure to be so licensed or
qualified (or steps necessary to cure such failure) would not have a material
adverse effect on the Condition of ST-FL on a consolidated basis. ST-FL is
duly registered as a bank holding company under the Bank Holding Company Act
of 1956, as amended. True and correct copies of the Articles of Incorporation
of ST-FL and the Bylaws of ST-FL, each as amended to the date hereof, have
been made available to Community prior to the Effective Time of the Merger.

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

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

Section 4.3 Organization and Related Matters of ST-Sub. (a) ST-Sub is,
or as of the Effective Time of the Merger will be a national banking
association duly organized, validly existing and in good standing under
the laws of the United States. ST-Sub has, or will have, as of the Effective
Time of the Merger, the corporate power and authority to own or lease all of
its properties and assets and to carry on its business as now conducted, or as
proposed to be conducted pursuant to this Agreement, and ST-Sub is or will be
licensed or qualified to do business in each jurisdiction which the nature of
the business conducted or to be conducted by ST-Sub, or the character or
location or the properties and assets owned or leased by ST-Sub 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 Certificate or Articles of Incorporation
and Bylaws of ST-Sub, as each may be amended to the date hereof, will be made
available to Community.

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

A-20
<PAGE> 106
(c) As of the Effective Time of the Merger, the minute books
of ST-Sub will contain complete and accurate records in all material respects
of all meetings and other corporate actions held or taken by the shareholders
and Board of Directors of ST-Sub.

Section 4.4 Capitalization. As of August 31, 1993, the authorized
capital stock of SouthTrust consisted of 150,000,000 shares of common stock,
par value $2.50 per share, 77,932,087 shares (which includes the rights
associated with such shares pursuant to that certain Rights Agreement
dated as of February 22, 1989 between SouthTrust and Mellon Bank, N.A.) of
which are issued and outstanding (exclusive of any such shares held in the
treasury of SouthTrust as of the date hereof), and 5,000,000 shares of
preferred stock, par value $1.00 per share, none of which is issued and
outstanding as of the date hereof. All issued and outstanding SouthTrust
Shares have been duly authorized and validly issued, and all such shares are
fully paid and nonassessable.

Section 4.5 Authorization. The execution, delivery, and performance of
this Agreement, and the consummation of the transactions contemplated hereby
and in any related agreements, have been or, as of the Effective Time of the
Merger, will have been duly authorized by the Boards of Directors of
SouthTrust, ST-FL and ST-Sub, and no other corporate proceedings on the part
of SouthTrust, ST-FL or ST-Sub are or will be necessary to authorize this
Agreement and the transactions contemplated hereby. This Agreement is the
valid and binding obligation of SouthTrust, ST-FL and ST-Sub enforceable
against each in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors rights generally and
except that the availability of the equitable remedy of specific performance
or injunctive relief is subject to the discretion of the court before which
any proceeding may be brought. Neither the execution, delivery or performance
of this Agreement nor the consummation of the transactions contemplated hereby
will (i) violate any provision of the Restated Certificate of Incorporation or
Bylaws of SouthTrust, the Articles of Incorporation or Bylaws of ST-FL or the
Articles of Association or Bylaws of ST-Sub or, (ii) to SouthTrust's knowledge
and assuming that any necessary Consents are duly obtained, (A) violate,
conflict with, result in a breach of any provisions of, constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a
default) under, result in the termination of, accelerate the performance
required by or result in the creation of any lien, security interest, charge
or other encumbrance upon any of the properties or assets of SouthTrust, ST-FL
or ST-Sub under, any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, deed of trust, license, permit, lease, agreement or other
instrument or obligation to which SouthTrust, ST-FL or ST-Sub is a party, or
by which SouthTrust, ST-FL or ST-Sub or any of their respective properties or
assets may be bound or affected, (B) violate any statute, code, ordinance,
rule, regulation, judgment, order, writ, decree or injunction applicable to
SouthTrust, ST-FL or ST-Sub 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 4.6 Financial Statements. (a) SouthTrust has delivered to
Community copies of the consolidated financial statements of SouthTrust as of
and for the years ended December 31, 1991 and 1992, and as of and for the
periods ended March 31, 1993, June 30, 1993 and September 30, 1993,
and SouthTrust will make available to Community, 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.

A-21
<PAGE> 107
(c) Since December 31, 1992, SouthTrust has not incurred any
obligation or liability (contingent or otherwise) that has or might reasonably
be expected to have, individually or in the aggregate, a material adverse
effect on the Condition of SouthTrust on a consolidated basis, except
obligations and liabilities (i) which are accrued or reserved against in
the Financial Statements of SouthTrust or reflected in the notes thereto, and
(ii) which were incurred after December 31, 1992 in the ordinary course of
business consistent with past practices. Since December 31, 1992, and except
for the matters described in (i) and (ii) above, SouthTrust has not incurred or
paid any obligation or liability which would be material to the Condition of
SouthTrust on a consolidated basis.

Section 4.7 Absence of Certain Changes or Events. Since December 31,
1992, there has not been any material adverse change in the Condition of
SouthTrust on a consolidated basis, and to the knowledge of SouthTrust, no
fact or condition exists which might reasonably be expected to cause such a
material adverse change in the future.

Section 4.8 Legal Proceedings, Etc. Except as set forth on Disclosure
Schedule 4.8 hereto, neither SouthTrust nor any of its affiliates is a party
to any, and there are no pending, or, to the knowledge of SouthTrust,
threatened, legal, administrative, arbitrary or other proceedings, claims,
actions, causes of action or governmental investigations of any nature
against SouthTrust challenging the validity or propriety of the transactions
contemplated by this Agreement or which would be required to be reported by
SouthTrust pursuant to Item 103 of Regulation S-K promulgated by the SEC.

Section 4.9 Insurance. SouthTrust has in effect insurance coverage
with insurers which, in respect of amounts, premiums, types and risks insured,
constitutes reasonably adequate coverage against all risks customarily insured
against by institutions comparable in size and operation to SouthTrust.

Section 4.10 Consents and Approvals. Except for (i) the Consents of the
Regulatory Authorities; (ii) approval of this Agreement by the respective
shareholders of ST-Sub and Community; (iii) filing of this Agreement and
certified resolutions with the Department and the OCC; (iv) issuance of a
Certificate of Merger by the Department and a letter certifying consummation of
the Merger by the OCC; and (v) as previously disclosed, no consents or
approvals by, or filings or registrations with, any third party or any public
body, agency or authority are necessary in connection with the execution and
delivery by SouthTrust and ST-Sub or, to the knowledge of SouthTrust, by
Community of this Agreement, and the consummation of the Merger and the other
transactions contemplated hereby.

Section 4.11 Accounting, Tax, Regulatory Matters. SouthTrust has not
agreed to take any action, has no knowledge of any fact and has not agreed to
any circumstance that would (i) prevent the transactions contemplated hereby,
including the Merger, from qualifying as a reorganization within the meaning
of Section 368(a)(1)(C) of the Code, (ii) materially impede or delay receipt
of any Consent from any Regulatory Authority referred to in the Agreement, or
(iii) materially impede the ability of SouthTrust to account for the
transactions contemplated by this Agreement as a pooling of interests.

Section 4.12 Proxy Materials. None of the information relating solely
to SouthTrust or any of its subsidiaries to be included or incorporated by
reference in the Proxy Statement which is to be mailed to the shareholders of
Community 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 Community 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.

Section 4.13 No Broker's or Finder's Fees. Except for the retention of
T. Stephen Johnson & Associates by SouthTrust, which shall bear the fees and
expenses associated therewith, neither SouthTrust, ST-FL nor ST-Sub or any of
their subsidiaries, affiliates or employers has employed any broker or finder
or incurred any liability for any broker's fees, commissions or finder's fees
in connection with this Agreement or the consummation of any of the
transactions contemplated herein.

Section 4.14 Untrue Statements and Omissions. No representation or
warranty contained in Article IV of this Agreement or in the Disclosure
Schedules of SouthTrust or ST-Sub 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.

A-22
<PAGE> 108
ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Community. (a) During the
period from the date of this Agreement to the Effective Time of the Merger,
Community shall (i) conduct its business in the usual, regular and ordinary
course consistent with past practice and prudent banking principles, (ii) use
its best efforts to maintain and preserve intact its business organization,
employees, goodwill with customers and advantageous business relationships and
retain the services of its officers and key employees, and (iii) except as
required by law or regulation, take no action which would adversely affect or
delay the ability of Community 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 or contemplated by
this Agreement, Community shall not, without the prior written consent of South
Trust:

(i) change, delete or add any provision of or to the Articles of
Incorporation or Bylaws of Community;

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

(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 August 31, 1993 and
disclosed in a Disclosure Schedule delivered pursuant to Article
III of this Agreement or in the annexed Schedule 5.1(b)(iv) and
other than expenditures necessary to maintain existing assets in
good repair;

(v) sell, transfer, convey or otherwise dispose of any real
property (including "other real estate owned") or interest therein
having a book value in excess of or in exchange for consideration
in excess of $25,000;

(vi) pay any bonuses to any executive officer except pursuant to the
terms of an enforceable written employment agreement and except in
a manner consistent with past practice, which, in any event, will
not exceed an aggregate of $20,000; enter into any new, or amend in
any respect any existing, employment, consulting, non-competition
or independent contractor agreement with any person; alter the
terms of any existing incentive bonus or commission plan; adopt any
new or amend in any material respect any existing employee benefit
plan, except as may be required by law; grant any general increase
in compensation to its employees as a class or to its officers
except for non- executive officers in the ordinary course of
business and consistent with past practices and policies or except
in accordance with the terms of an enforceable written agreement;
grant any material increases in fees or other

A-23
<PAGE> 109
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 Community that involves an aggregate
of $25,000; or

(viii) acquire twenty percent (20%) or more of the assets or
equity securities of any person or acquire direct or indirect
control of any person, other than in connection with (A)
foreclosures in the ordinary course of business, or (B)
acquisitions of control by Community in a fiduciary capacity.

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

Section 5.3 Access to Properties; Personnel and Records.
(a) So long as this Agreement shall remain in effect, Community shall permit
SouthTrust or its agents full access, during normal business hours, to the
properties of Community, 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 Community, including all books of account (including the
general ledger), tax records, minute books of directors' and shareholders'
meetings, organizational documents, bylaws, contracts and agreements, filings
with any regulatory agency, examination reports, correspondence with regulatory
or taxing authorities, documents relating to assets, titles, abstracts,
appraisals, consultant's reports, plans affecting employees, securities
transfer records and stockholder lists, and any other assets, business
activities or prospects in which SouthTrust may have a reasonable interest, and
Community shall use its reasonable best efforts to provide SouthTrust and its
representatives access to the work papers of Community's accountants.
Community 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 Community shall
cooperate, to the extent it does not incur undue cost, 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 Community.

(b) All information furnished by the parties hereto pursuant to this
Agreement shall be treated as the sole property of the party providing
such information until the consummation of the Merger contemplated hereby and,
if such transaction shall not occur, the party receiving the information shall
return to the party which furnished such information, all documents or other
materials containing, reflecting or referring to such information, shall use
its best efforts to keep confidential all such information, and shall not
directly or indirectly use such information for any competitive or other
commercial purposes. The obligation to keep such information confidential
shall continue for two (2) years from the date the proposed transactions are
abandoned but shall not apply to (i) any information which (A) the party
receiving the information was already in possession of prior to disclosure
thereof by the party furnishing the information, (B) was then available to the
public, or (C) became available to the public through no fault of the party
receiving the information; or (ii) disclosures pursuant to a legal requirement
or in accordance with an order of a court of competent jurisdiction or
regulatory

A-24
<PAGE> 110
agency; provided that the party which is the subject of any such legal
requirement or order shall use its best efforts to give the other party at
least ten (10) business days prior notice thereof. Each party hereto
acknowledges and agrees that a breach of any of their respective obligations
under this Section 5.3 would cause the other irreparable harm for which there
is no adequate remedy at law, and that, accordingly, each is entitled to
injunctive and other equitable relief for the enforcement thereof in addition
to damages or any other relief available at law.

Section 5.4 Approval of Community Shareholders. Community will take
all steps necessary under applicable laws to call, give notice of,
convene and hold a meeting of its shareholders at such time as may be mutually
agreed to by the parties for the purpose of approving this Agreement and the
transactions contemplated hereby and for such other purposes consistent with
the complete performance of this Agreement as may be necessary or desirable.
The Board of Directors of Community will recommend to its shareholders the
approval of this Agreement and the transactions contemplated hereby and
Community 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. Community, acting through any
director or officer or other agent shall not now, nor shall it authorize or
knowingly permit any officer, director or employee of, or any investment
banker, attorney, accountant or other representative retained by Community, 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 Community. Community shall promptly advise
SouthTrust orally and in writing of any such inquiries or proposals received by
Community 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 Community or for the acquisition of a significant equity interest in
Community or for the acquisition of a significant portion of the assets of
Community.

Section 5.6 Notice of Deadlines. Community 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 Community 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, Community shall deliver to SouthTrust a
letter identifying all persons who are, at the time this Agreement is submitted
for approval to the shareholders of Community, "affiliates" of Community for
purposes of Rule 145 under the Securities Act of 1933. Community shall use its
reasonable efforts to cause each person who is identified as an "affiliate" in
the letter referred to above to deliver to SouthTrust not later than thirty
(30) days prior to the Effective Time of the Merger, a written agreement,
providing that such person will not sell, pledge, transfer, or otherwise
dispose of the Community Shares held by such person except as contemplated by
such agreement or by this Agreement and will not sell, pledge, transfer, or
otherwise dispose of the SouthTrust Shares to be received by such person upon
consummation of the Merger except 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 Community 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 Community in
exchange for the Community Shares shall not be transferable until such time as
the financial results covering at least thirty (30) days of combined operations
of SouthTrust and Community have been published within 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.

Section 5.8 Maintenance of Properties. Community 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 Compliance Matters. Prior to the Effective
Time of the Merger, Community shall take, or cause to be taken, all steps
reasonably requested by SouthTrust to cure any deficiencies in regulatory
compliance by Community, including compliance with Regulations Z and CC of the
FRB); provided that neither SouthTrust nor ST-Sub shall be responsible for
discovering any defects.

A-25
<PAGE> 111
Section 5.10 Exemption Under Anti-Takeover Statutes.
Prior to the Effective Time of the Merger, Community will use its best efforts
to take all steps required to exempt the transactions contemplated by this
Agreement from any applicable state anti-takeover law.

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

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

Section 6.2 Regulatory Matters. (a) Following the execution and
delivery of this Agreement, SouthTrust and Community shall cause to be
prepared and filed all required applications and filings with the Regulatory
Authorities which are necessary or contemplated for the obtaining of the
Consents of the Regulatory Authorities or consummation of the Merger. Such
applications and filings shall be in such form as may be prescribed by the
respective government agencies and shall contain such information as they may
require. The parties hereto will cooperate with each other and use their best
efforts to prepare and execute all necessary documentation, to effect all
necessary or contemplated filings and to obtain all necessary or contemplated
permits, consents, approvals, rulings and authorizations of government agencies
and third parties which are necessary or contemplated to consummate the
transactions contemplated by this Agreement, including, without limitation,
those required or contemplated from the Regulatory Authorities, and the
shareholders of Community. 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 Community or 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 Community as of the Effective
Time of the Merger or as promptly as practicable thereafter. Following the
termination of all such plans, SouthTrust agrees that the officers and
employees of Community who the Surviving Corporation employs shall be eligible
to participate in SouthTrust's employee benefit plans, including welfare and
fringe benefit plans on the same basis as and subject to the same conditions as
are applicable to any newly-hired employee of SouthTrust; provided, however,
that:

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

A-26
<PAGE> 112
(ii) credit for each such employee's past
service with Community 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, other than the SouthTrust
Corporation Employees' Profit Sharing Plan
(the "STPS Plan"), the SouthTrust Corporation
Revised Retirement Income Plan (the "ST
Retirement Plan") and the 1990 Discounted
Stock Plan.

(c) SouthTrust agrees, with respect to those officers and employees of
Community whom the Surviving Corporation employs, and for purposes of
determining eligibility to participate in, and vesting in accrued benefits
under both the ST PS Plan and the ST Retirement Plan, employment by Community
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.

Section 6.4 Indemnification. (a) Community 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 of material fact supplied by Community and 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 to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made not misleading.

(b) As soon as practicable following the execution of this Agreement,
the Board of Directors of Community will amend Article IX of the Bylaws
of Community to delete the existing provisions of Article IX in their entirety
and adopt, in lieu of such provisions, the provisions set forth in Schedule
6.4(b) annexed hereto. SouthTrust shall ensure that all rights to
indemnification and all limitations of liability existing in favor of the
officers, directors or employees of Community, as provided in the Bylaws of
Community, amended as aforesaid, with respect to claims or liabilities arising
from facts or events existing or occurring prior to the Effective Time shall
survive the transactions contemplated by this Agreement and shall continue in
full force and effect, without any amendment thereto, for a period of four (4)
years from the Effective Time.

(c) SouthTrust agrees to indemnify, defend and hold harmless Community
and each of 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 of material fact supplied by SouthTrust and 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 to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made not misleading.

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

A-27
<PAGE> 113
or more of its designated representatives to confer on a regular and frequent
basis with Community and to report with respect to the general status and the
ongoing operations of SouthTrust.

Section 6.6 Registration Statement. (a) SouthTrust shall
cause a registration statement relating to the SouthTrust Shares proposed to be
issued pursuant to Section 2.1 of this Agreement to be filed on Form S-4 (the
"Registration Statement") with the SEC and any applicable state securities
authorities and SouthTrust shall use its best efforts to cause such
Registration Statement to be declared effective under the Securities Act of
1933 and any applicable state securities laws. In the case of SouthTrust
Shares, if any, issued pursuant to Section 2.2 and referable to Community
Options, SouthTrust shall, if possible, include such SouthTrust Shares in the
Registration Statement, and if not possible, shall cause a registration
statement to to be filed on Form S-8, or such successor forms prescribed by the
SEC, as soon as practicable following the Effective Time of the Merger (the
"Option Registration Statement"). The Registration Statement and the Option
Registration Statement, at the time each becomes effective, shall in all
material respects conform to the requirements of the Securities Act of 1933 and
the general rules and regulations of the SEC under the Securities Act of 1933
and any applicable state securities laws.

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

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

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

Section 6.7 Reservation of Shares. SouthTrust, on behalf
of ST-FL, shall reserve for issuance such number of SouthTrust Shares as shall
be necessary (i) to pay the consideration contemplated in this Agreement and
(ii) to comply with the provisions of Section 2.2(b). 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.

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The obligations of SouthTrust, ST-FL and ST-Sub, on the one hand, and
Community, 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 Community and the
sole shareholder of ST-Sub.

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

Section 7.3 Litigation. At the Effective Time of the
Merger, no preliminary or permanent injunction or other order, decree or ruling
issued by a court, governmental, regulatory or administrative agency or
commission of competent jurisdiction nor any statute, rule, regulation or
executive order promulgated or enacted by any government authority shall be in
effect and shall not be stayed, which would prevent or enjoin the consummation
of the Merger or would impose or attach a material lien to the consideration to
be received by holders of the Community Shares pursuant to this Agreement or
would seek a material amount of damages in connection with the Merger
contemplated by this Agreement.

A-28
<PAGE> 114
Section 7.4 Proxy Statement and Registration Statement. The
Registration Statement on Form S-4 relating to the SouthTrust Shares to be
issued pursuant to this Agreement, 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 and no action, suit,
proceeding or investigation by the SEC to suspend the effectiveness of the
Registration Statement shall have been initiated; in addition, SouthTrust shall
have received all state securities laws, or "Blue Sky" permits or other
authorizations, or confirmations as to the availability of exemptions from
registration requirements, as may be necessary to issue the SouthTrust Shares
pursuant to the terms of this Agreement.

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-SUB

The obligations of SouthTrust, ST-FL and ST-Sub 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 Community 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. Community shall have
performed in all material respects 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.
Community shall have delivered to SouthTrust and ST-Sub 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 Community
under Article III of this Agreement.

Section 8.4 Absence of Adverse Facts. Except for facts, events or
conditions disclosed to SouthTrust in this Agreement, any Disclosure Schedule
annexed to this Agreement or any letter delivered to SouthTrust by Community
and annexed to this Agreement or which have occurred as a consequence of this
Agreement or which are consented to by SouthTrust, no fact, event or condition
pertaining to Community shall exist which has had or is likely to have a
material adverse effect upon the Condition of Community or would be materially
adverse to the Condition of SouthTrust on a consolidated basis.

Section 8.5 Opinion of Counsel. SouthTrust shall have received
an opinion of counsel from Calfee, Halter & Griswold or other counsel to
Community acceptable to SouthTrust in substantially the form set forth in
Exhibit 8.5 hereof.

Section 8.6 Consents Under Agreements. Community shall have
obtained the consent or approval of each person (other than the Consents of the
Regulatory Authorities) whose consent or approval shall be required in order to
permit the succession by the Surviving Corporation to any obligation, right or
interest of Community 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 Corporation or upon the consummation of the transactions
contemplated by this Agreement.

Section 8.7 Material Condition. There shall not be any action
taken, or any statute, rule, regulation or order enacted, entered, enforced or
deemed applicable to the Merger by any Regulatory Authority which, in
connection with the grant of any Consent by any Regulatory Authority, imposes
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 Community 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 Community or any banking or other subsidiary of SouthTrust, no such term or
condition

A-29
<PAGE> 115
imposed by any Regulatory Authority in connection with the grant of any Consent
by any Regulatory Authority shall be deemed to be a material adverse
requirement unless it materially differs from terms and conditions customarily
imposed by any such entity in connection with the acquisition of banks and bank
holding companies under similar circumstances.

Section 8.8 Acknowledgment of Option Conversion. As of the
Effective Time of the Merger, each holder of a Community Option outstanding
immediately prior to the Effective Time of the Merger shall have executed and
delivered to SouthTrust the Acknowledgment.

Section 8.9 Outstanding Shares of Community. The total number of
Community Shares outstanding as of the Effective Time of the Merger and the
total number of Community Shares covered by any option, warrant, commitment, or
other right or instrument to purchase or acquire any Community Shares that are
outstanding as of the Effective Time of the Merger, including any securities or
rights convertible into or exchangeable for Community Shares, shall not exceed
743,837 shares in the aggregate.

Section 8.10 Dissenters. The holders of not more than six percent
(6%) of the outstanding Community 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 8.11 Certification of Claims. Community shall have
delivered a certificate to SouthTrust that Community is not aware of any pending
or threatened claim under the directors and officers insurance policy or the
fidelity bond coverage of Community.

Section 8.12 Transactions with Island Bank of Collier County.
SouthTrust and ST-FL shall have consummated those transactions contemplated by
that certain Agreement and Plan of Share Exchange between ST-FL and Island Bank
of Collier County dated as of the date hereof.

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF COMMUNITY

The obligation of Community 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, ST-FL and ST- Sub 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 Effective Time of the Merger
(as though made on and as of the Effective Time of the Merger).

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

Section 9.3 Certificate Representing Satisfaction of Conditions.
SouthTrust, ST-FL and ST-Sub shall have delivered to Community 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, ST-FL and ST-Sub under Article IV of this Agreement.

Section 9.4 Absence of Adverse Facts. Except for facts, events or
conditions disclosed to Community in this Agreement, any Disclosure Schedule
annexed to this Agreement or any letter delivered to Community by SouthTrust and
annexed to this Agreement or which have occurred as a consequence of this
Agreement or which are consented to by Community, no fact, event or condition
pertaining to SouthTrust shall exist which has had or is likely to have a
material adverse effect upon the Condition of SouthTrust on a consolidated
basis.

Section 9.5 Consents Under Agreements. SouthTrust, ST-FL and ST-Sub
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

A-30
<PAGE> 116
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 Community, individually or in the
aggregate, have a material adverse effect upon the consummation of the
transactions contemplated hereby.

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

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

Section 9.8 Price Condition. The average last sales price of the
SouthTrust Shares, as reported by NASDAQ for the twenty (20) trading days
immediately preceding the Effective Time of the Merger, shall not be less than
$17.00 per share.

Section 9.9 Tax Opinion. Community shall have received an
opinion of Bradley, Arant, Rose & White on or before the date on which the
Proxy Statement of Community is to be mailed to holders of Community Shares, to
the effect, among others, that the Merger will constitute a reorganization
within the meaning of Section 368 of the Code and that no gain or loss will be
recognized by the shareholders of Community to the extent that they receive
SouthTrust Shares in exchange for their Community Shares in the Merger.

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, ST-FL, ST-Sub and
Community; or

(b) by SouthTrust, ST-FL, ST-Sub or Community if the Merger shall
not have occurred on or prior to June 30, 1994, provided that the failure to
consummate the Merger on or before such date is not caused by any breach of any
of the representations, warranties, covenants or other agreements contained
herein by the party electing to terminate pursuant to this Section 10.1(b);

(c) by SouthTrust or Community (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 any fact, event or condition pertaining to
Community shall exist which has had or is likely to have a material adverse
affect upon the Condition of Community or would be materially adverse to the
Condition of SouthTrust on a consolidated basis, except for facts, events or
conditions disclosed to SouthTrust in this Agreement, any Disclosure Schedule
annexed to this Agreement or any letter delivered to SouthTrust by Community
and annexed to this Agreement or which have occurred as a consequence of this
Agreement or which are consented to by SouthTrust.

(e) by Community: If any fact, event or condition pertaining to
SouthTrust shall exist which has had or is likely to have a material adverse
affect upon the Condition of SouthTrust on a consolidated basis, except for
facts, events or conditions disclosed to Community in this Agreement, any
Disclosure Schedule annexed to this Agreement or any letter delivered to
Community by SouthTrust and annexed to this Agreement or which have occurred as
a consequence of this Agreement or which are consented to by Community.

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.

A-31
<PAGE> 117
Section 10.3 Effect of Wrongful Termination. Notwithstanding the
foregoing provisions of Section 10.2, if the Merger fails to be consummated
because of the wrongful termination of this Agreement or a willful, knowing or
grossly negligent breach by SouthTrust, ST-FL or ST-Sub, on the one hand, or
Community, on the other hand, of any representation, warranty, covenant,
undertaking, term or restriction contained herein, the other party shall have
all rights and remedies afforded by law.

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

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

Section 10.6 Non-Survival of Representations and Warranties. Except
with respect to Article II and Sections 1.2, 6.3, 6.4(b), 6.6 and 6.7,
no representations, warranties, covenants or agreements in this Agreement or
in any instrument delivered by SouthTrust, ST-Sub or Community shall survive
the Merger; provided, however, that any representation or warranty in any
agreement, contract, report, opinion, undertaking or other document or
instrument delivered hereunder in whole or in part by any person other than
SouthTrust, ST-FL ST-Sub, Community (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-FL,
ST-Sub, Community contained herein shall be deemed to be terminated or
extinguished so as to deprive SouthTrust, ST-FL or ST-Sub, on the one hand, and
Community, on the other hand, of any defense at law or in equity which any of
them otherwise would have to any claim against them by any person, including,
without limitation, any shareholder or former shareholder of either party. No
representation or warranty in this Agreement shall be affected or deemed waived
by reason of the fact that SouthTrust, ST-FL, ST-Sub, Community and/or its
representatives knew or should have known that any such representation or
warranty was, is, might be or might have been inaccurate in any respect.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement. This Agreement and the
documents referred to herein contain the entire agreement among SouthTrust,
ST-FL, ST-Sub and Community 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 September 9, 1993. Nothing in this
Agreement, expressed or implied, is intended to confer upon any person, firm,
corporation or entity, other than the parties hereto and their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.

A-32
<PAGE> 118
Section 11.2 Notices. All notices or other communications which
are required or permitted hereunder shall be in writing and sufficient if
delivered personally or sent by first class or registered or certified mail,
postage prepaid, telegram or telex or other facsimile transmission addressed as
follows:

If to Community:

Community Bank of Charlotte
4045 Tamiami Trail
P.O. Box 2490
Port Charlotte, Florida 33949-2490
Attention: Emel Uner
Fax (813) 743-6587

with a copy to:

Calfee, Halter & Griswold
800 Superior Avenue
Suite 1800
Cleveland, OH 44114-2688
Attention: Michael L. Miller, Esq.

If to ST-Sub, ST-FL or SouthTrust, then to:

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

with a copy to:

Bradley, Arant, Rose & White
1400 Park Place Tower
2001 Park Place
Birmingham, Alabama 35203
Attention: C. Larimore Whitaker, Esq.
Fax (205) 251-8611

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

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

Section 11.4 Costs and Expenses. Expenses incurred by Community 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.

A-33
<PAGE> 119
Section 11.5 Captions. The captions as to contents of
particular articles, sections or paragraphs contained in this Agreement and the
table of contents hereto are inserted only for convenience and are in no way to
be construed as part of this Agreement or as a limitation on the scope of the
particular articles, sections or paragraphs to which they refer.

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

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
Alabama without respect to its conflicts of laws principles except to the
extent (i) the Florida Banking Code, the Florida Business Corporation Act or
the National Bank Act, and regulations thereunder, are applicable, or (ii)
superseded by federal law.

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-
Sub 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. Any matter disclosed in any of the Schedules to the
Agreement shall be deemed incorporated by reference into each other Schedule
thereto and disclosed in each such Schedule.

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.

A-34
<PAGE> 120
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]
COMMUNITY BANK OF CHARLOTTE

By: /s/ Emel Uner
------------------------------
ATTEST Its Chief Executive Officer

/s/ Judy Johnson
- ---------------------------------
Its Secretary

DIRECTORS

/s/ William A. Graham, Jr. /s/ Steven S. Baker
- --------------------------------- -------------------------------

/s/ Paula F. McQueen /s/ Emel Uner
- --------------------------------- -------------------------------

/s/ JoAnn P. Helphenstine /s/ H. Richard Llewellyn, Jr.
- --------------------------------- -------------------------------

/s/ W. Mike Gary /s/ Nasir Khalidi
- --------------------------------- -------------------------------

[CORPORATE SEAL]

SOUTHTRUST BANK OF SOUTHWEST
FLORIDA, NATIONAL ASSOCIATION

By: /s/ David Paetzold
-------------------------------
ATTEST Its Chief Executive Officer

/s/ David Robbins
- ---------------------------------
Its Secretary

DIRECTORS

/s/ J. Michael Ward /s/ Richmond H. Powell
- --------------------------------- -------------------------------

/s/ Gay Rebel Thompson /s/ Clifford Barksdale
- --------------------------------- -------------------------------

/s/ E. Bruce Strayhorn /s/ Paul Staffile
- --------------------------------- -------------------------------

/s/ Richard C. Ackert /s/ Harvey B. Younquist
- --------------------------------- -------------------------------

A-35
<PAGE> 121
/s/ Robert J. Finkernagel, Jr. /s/ David Paetzold
- --------------------------------- -------------------------------

/s/ E.W. Evans /s/
- --------------------------------- -------------------------------

[CORPORATE SEAL]

SOUTHTRUST OF FLORIDA, INC.

By: /s/ Frederick W. Murray, Jr.
------------------------------------
ATTEST: Its Chairman of the Board of Directors

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

[CORPORATE SEAL]

SOUTHTRUST CORPORATION

By: /s/ Frederick W. Murray, Jr.
------------------------------------
ATTEST: Its Executive Vice President

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

A-36
<PAGE> 122

EXHIBIT B - NATIONAL BANK DISSENT PROVISIONS

Section 215A. MERGER OF NATIONAL BANKS OR STATE BANKS INTO NATIONAL BANKS

(a) APPROVAL OF COMPTROLLER, BOARD AND SHAREHOLDERS; MERGER AGREEMENT;
NOTICE; CAPITAL STOCK; LIABILITY OF RECEIVING ASSOCIATION

One or more national banking associations or one or more State banks,
with the approval of the Comptroller, under an agreement not inconsistent with
this subchapter, may merger into a national banking association located within
the same State, under the character of the receiving association. The merger
agreement shall--

(1) be agreed upon in writing by a majority of the board of
directors of each association or State bank participating in
the plan of merger;

(2) be ratified and confirmed by the affirmative vote of the
shareholders of each such association or State bank owning at
least two-thirds of its capital stock outstanding, or by a
greater proportion of such capital stock in the case of a
State bank if the laws of the State where it is organized so
require, at a meeting to be held on the call of the directors,
after publishing notice of the time, place, and object of the
meeting for four consecutive weeks in a newspaper of general
circulation published in the place where the association or
State bank is located, or, if there is no such newspaper, then
in the newspaper of general circulation published nearest
thereto, and after sending such notice to each shareholder of
record by certified or registered mail at least ten days prior
to the meeting, except to those shareholders who specifically
waive notice, but any additional notice shall be given to the
shareholders of such State bank which may be required by the
laws of the State where it is organized. Publication of
notice may be waived, in cases where the Comptroller
determines that an emergency exists justifying such waiver, by
unanimous action of the shareholders of the association or
State banks;

(3) specify the amount of the capital stock of the receiving
association, which shall not be less than that required under
existing law for the organization of a national bank in the
place in which it is located and which will be outstanding
upon completion of the merger, the amount of stock (if any) to
be allocated, and cash (if any) to be paid, to the
shareholders of the association or State bank being merged
into the receiving association; and

(4) provide that the receiving association shall be liable for all
liabilities of the association or State bank being merged into
the receiving association.

(b) DISSENTING SHAREHOLDERS

If a merger shall be voted for at the called meetings by the necessary
majorities of the shareholders of each association or State bank participating
in the plan of merger, and thereafter the merger shall be approved by the
Comptroller, any shareholder of any association or State bank to be merged into
the receiving association who has voted against such merger at the meeting of
the association or bank of which he is a stockholder, or has given notice in
writing at or prior to such meeting to the presiding officer that he dissents
from the plan of merger, shall be entitled to receive the value of the shares
so held by him when such merger shall be approved by the Comptroller upon
written request made to the receiving association at any time before thirty
days after the date of consummation of the merger, accompanied by the surrender
of his stock certificates.

The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the merger, by an appraisal made by a
committee of three persons, composed of (1) one selected by the vote of the

B-1
<PAGE> 123
holders of the majority of the stock, the owners of which are entitled to
payment in cash; (2) one selected by the directors of the receiving
association; and (3) one selected by the two so selected. The valuation agreed
upon by any two of the three appraisers shall govern. If the value so fixed
shall not be satisfactory to any dissenting shareholder who has requested
payment, that shareholder may, within five days after being notified of the
appraised value of his shares, appeal to the Comptroller, who shall cause a
reappraisal to be made which shall be final and binding as to the value of the
shares of the appellant.

(d) APPLICATION TO SHAREHOLDERS OF MERGING ASSOCIATIONS; APPRAISAL BY
COMPTROLLER; EXPENSES OF RECEIVING ASSOCIATION; SALE AND RESALE OF
SHARES; STATE APPRAISAL AND MERGER LAW

If, within ninety days from the date of consummation of the merger,
for any reason one or more of the appraisers is not selected as herein
provided, or the appraisers fail to determine the value of such shares, the
Comptroller shall upon written request of any interested party cause an
appraisal to made which shall be final and binding on all parties. The
expenses of the Comptroller in making the reappraisal or the appraisal, as the
case may be, shall be paid by the receiving association. The value of the
shares ascertained shall be promptly paid to the dissenting shareholders by the
receiving association. The shares of stock of the receiving association which
would have been delivered to such dissenting shareholders had they not
requested payment shall be sold by the receiving association at an advertised
public auction, and the receiving association shall have the right to purchase
any of such shares at such public auction, if it is the highest bidder therefor,
for the purpose of reselling such shares within thirty days thereafter to such
person or persons and at such price not less than par as its board of directors
by resolution may determine. If the shares are sold at public auction at a
price greater than the amount paid to the dissenting shareholders, the excess
in such sale price shall be paid to such dissenting shareholders. The
appraisal of such shares of stock in any State bank shall be determined in the
manner prescribed by the law of the State in such cases, rather than as
provided in this section, if such provision is made in the State law; and no
such merger shall be in contravention of the law of the State under which such
bank is incorporated. The provisions of this subsection shall apply only to
shareholders of (and stock owned by them in) a bank or association being merged
into the receiving association.

B-2
<PAGE> 124
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this
Registration Statement:
<TABLE>
<CAPTION>
<S> <C> <C>

2 Agreement and Plan of Merger among SouthTrust Bank of Southwest
Florida, National Association, SouthTrust Corporation, SouthTrust of
Florida, Inc., and Community Bank of Charlotte, as amended (included
as Exhibit A to the Proxy Statement/Prospectus filed as part of this
Registration Statement).
* 4(a) Certificate of Adoption of Resolutions designating Series A
Junior Participating Preferred Stock, adopted February 22,
1989, which was filed as Exhibit 1 to SouthTrust Corporation's
Registration Statement on Form 8-A (File No. 1-3613).
* 4(b) Stockholders' Rights Agreement, dated as of February 22, 1989,
between SouthTrust Corporation and Mellon Bank, N.A., Rights
Agent, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A (File No.
1-3613).
* 4(c) Indenture, dated as of May 1, 1987 between SouthTrust
Corporation and National Westminster Bank USA, which was filed
as Exhibit 4(a) to SouthTrust Corporation's Registration
Statement on Form S-3 (Registration No. 33-13637).
* 4(d) Subordinated Indenture, dated as of May 1, 1992, between
SouthTrust Corporation and Chemical Bank, which was filed as
Exhibit 4(1)(ii) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-44857).
* 4(e) Composite Restated Bylaws of SouthTrust Corporation, as
amended through October 13, 1989, which was filed as Exhibit
4(m) to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-50107).
* 4(f) Composite Restated Certificate of Incorporation of SouthTrust
Corporation, as amended through June 2, 1993, which was field
as Exhibit 4(k) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-50107).
5 Opinion of Bradley, Arant, Rose & White as to the legality of the
securities being registered.
8 Opinion of Bradley, Arant, Rose & White regarding certain tax matters.
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of Hausser & Taylor.
23(c) Consent of Bradley, Arant, Rose & White (included in Exhibit 5).
23(d) Consent of Bradley, Arant, Rose & White (included in Exhibit 8).
24 Powers of Attorney.

______________________________________
* Incorporated by reference.
</TABLE>

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

(a) The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1993;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;

(iii) To include any material information with respect to
the plan or distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) (1) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
Registration Statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other items of the applicable form.

(2) The registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) immediately preceding, or
(ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering
of securities subject to Rule 415, will be filed as a part of
an amendment to the Registration Statement and will not be
used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to

II-2
<PAGE> 126
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

(e) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt
of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-3
<PAGE> 127
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Birmingham, State of Alabama, on May 20, 1994.

SOUTHTRUST CORPORATION

By: /s/ WALLACE D. MALONE, JR.
--------------------------------------
Its Chairman of the Board of
Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Wallace D. Malone, Jr. Chairman, Chief Executive May 20, 1994
- ----------------------------------- Officer, Director
Wallace D. Malone, Jr.

/s/ ROY W. GILBERT, JR. President, Chief Operating May 20, 1994
- ---------------------------------- Officer, Director
Roy W. Gilbert, Jr.

/s/ AUBREY D. BARNARD Secretary, Treasurer and May 20, 1994
- ---------------------------------- Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)

* Director May 20, 1994
- ----------------------------------
H. Allen Franklin

* Director May 20, 1994
- ----------------------------------
Herbert Stockham

* Director May 20, 1994
- ----------------------------------
Bill L. Harbert

* Director May 20, 1994
- ----------------------------------
T. W. Mitchell

* Director May 20, 1994
- ----------------------------------
William C. Hulsey
</TABLE>

II-4
<PAGE> 128
<TABLE>
<S> <C> <C>
* Director May 20, 1994
- ----------------------------------
John M. Bradford

* Director May 20, 1994
- ----------------------------------
Wm. Kendrick Upchurch, Jr.

* Director May 20, 1994
- ----------------------------------
Charles G. Taylor

* Director May 20, 1994
- ----------------------------------
Allen J. Keesler, Jr.

* /s/ WILLIAM L. PRATER May 20, 1994
- ----------------------------------
William L. Prater
as Attorney-in-fact
</TABLE>

II-5
<PAGE> 129
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION FILING
--------- ----------- ----------
<S> <C> <C> <C>
2 Agreement and Plan of Merger among SouthTrust Bank of Southwest Florida, National Association,
SouthTrust Corporation, SouthTrust of Florida, Inc., and Community Bank of Charlotte, as amended
(included as Exhibit A to the Proxy Statement/Prospectus filed as part of this Registration Statement).
* 4(a) Certificate of Adoption of Resolutions designating Series A Junior Participating Preferred Stock,
adopted February 22, 1989, which was filed as Exhibit 1 to SouthTrust Corporation's Registration
Statement on Form 8-A (File No. 1-3613).
* 4(b) Stockholders' Rights Agreement, dated as of February 22, 1989, between SouthTrust Corporation and
Mellon Bank, N.A., Rights Agent, which was filed as Exhibit 1 to SouthTrust Corporation's
Registration Statement on Form 8-A (File No. 1-3613).
* 4(c) Indenture, dated as of May 1, 1987 between SouthTrust Corporation and National Westminster Bank
USA, which was filed as Exhibit 4(a) to SouthTrust Corporation's Registration Statement on Form S-
3 (Registration No. 33-13637).
* 4(d) Subordinated Indenture, dated as of May 1, 1992, between SouthTrust Corporation and Chemical Bank,
which was filed as Exhibit 4(1)(ii) to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-44857).
* 4(e) Composite Restated Bylaws of SouthTrust Corporation, as amended through October 13, 1989, which
was filed as Exhibit 4(m) to the Registration Statement on Form S-3 of SouthTrust Corporation
(Registration No. 33-50107).
* 4(f) Composite Restated Certificate of Incorporation of SouthTrust Corporation, as amended through June
2, 1993, which was field as Exhibit 4(k) to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-50107).
5 Opinion of Bradley, Arant, Rose & White as to the legality of the securities being registered.
8 Opinion of Bradley, Arant, Rose & White regarding certain tax matters.
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of Hausser & Taylor.
23(c) Consent of Bradley, Arant, Rose & White (included in Exhibit 5).
23(d) Consent of Bradley, Arant, Rose & White (included in Exhibit 8).
24 Powers of Attorney.
</TABLE>

______________________________________
* Incorporated by reference.

II-6

<PAGE> 1
EXHIBIT 5

May 23, 1994

SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203

Gentlemen:

In our capacity as counsel for SouthTrust Corporation, a Delaware
corporation ("SouthTrust"), we have examined the Registration Statement on Form
S-4 (the "Registration Statement"), in form as proposed to be filed by
SouthTrust with the Securities and Exchange Commission under the provisions of
the Securities Act of 1933, as amended, on May 24, 1994, relating to the
proposed merger (the "Merger") of Community Bank of Charlotte ("Community")
with SouthTrust Bank of Southwest Florida, National Association, a national
banking association and a wholly-owned indirect subsidiary of SouthTrust, and
the issuance of up to 457,039 shares of Common Stock, par value $2.50 per share
(the "Shares"), and associated rights to purchase 1/100 of one share of Series
A Junior Participating Preferred Stock (the "Rights") in connection with the
Merger. Pursuant to the Merger, each holder of shares of common stock of
Community will receive Shares and Rights. In this connection, we have examined
such records, documents and proceedings as we have deemed relevant and
necessary as a basis for the opinions expressed herein.

Upon the basis of the foregoing, we are of the opinion that:

(i) The Shares and Rights to be offered under the Registration
Statement, to the extent actually issued pursuant to the Merger, have been duly
and validly authorized and issued and will be fully paid and nonassessable; and

(ii) Under the laws of the State of Delaware, no personal liability
attaches to the ownership of the Shares and Rights of SouthTrust.
<PAGE> 2
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the above-referenced
Registration Statement. In addition, we hereby consent to the inclusion of the
statements made in reference to our firm under the caption "LEGAL MATTERS" in
the Proxy Statement/Prospectus, which is a part of the Registration Statement.

Very truly yours,

/s/ Bradley, Arant, Rose & White

<PAGE> 1
EXHIBIT 8

May , 1994

Community Bank of Charlotte
4045 Tamiami Trail
Port Charlotte, Florida 33949-2490

Re: Agreement and Plan of Merger of Community Bank of Charlotte
with SouthTrust Bank of SouthWest Florida, N.A., Joined in by
SouthTrust of Florida, Inc. and SouthTrust Corporation

Ladies and Gentlemen:

You have requested the opinion of Bradley, Arant, Rose &
White, as counsel to SouthTrust Corporation, a Delaware corporation
("SouthTrust"), regarding the transactions contemplated by that certain
Agreement and Plan of Merger by and between SouthTrust Bank of Southwest
Florida, National Association, a national banking association ("ST-Bank"), and
Community Bank of Charlotte, a Florida banking corporation ("Community"),
joined in by SouthTrust of Florida, Inc., a Florida corporation ("ST-FL"), and
SouthTrust, dated January 7, 1994 and amended as of April 27, 1994 (as amended,
the "Merger Agreement"). Specifically, you have requested us to opine that the
merger of Community with and into ST-Bank (the "Merger") pursuant to the Merger
Agreement will constitute a tax-free reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that no gain or
loss will be recognized by the shareholders of Community upon the receipt
solely of SouthTrust voting common stock in exchange for their Community common
stock upon consummation of the Merger.

This opinion is being rendered pursuant to your request, and
pursuant to Section 9.9 of the Merger Agreement and the requirements of Item
21(a) of the registration statement on Form S-4 which was filed on SouthTrust's
behalf with the Securities Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"). Capitalized terms used herein
and not otherwise defined herein have the meanings given to them in the Merger
Agreement.
<PAGE> 2
Community Bank of Charlotte
May , 1994
Page 2

In rendering the opinions set forth below, we have examined
and relied upon the originals or copies of the Merger Agreement, and upon the
representations given to us by letter from Community of even date herewith, and
by letter from SouthTrust of even date herewith, each as contained and
described in the representations section of this letter (the "Representation
Letters"), and such other documents and materials as we have deemed necessary
as a basis for such opinions. In connection with such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents,
agreements and instruments submitted to us as originals, the conformity to
original documents, agreements and instruments of all documents, agreements and
instruments submitted to us as copies or specimens and the authenticity of the
originals of such documents, agreements and instruments submitted to us as
copies or specimens, and, as to factual matters, the veracity of written
statements made by officers and other representatives of Community and
SouthTrust included in the Merger Agreement and the Representation Letters.

FACTS

Immediately prior to the Merger, SouthTrust will own 100% of
the capital stock of ST-FL and ST-FL will own 100% of the capital stock of
ST-Bank.

SouthTrust is a registered bank holding company and is the
common parent of an affiliated group of corporations, including ST-FL and
ST-Bank, that file consolidated federal income tax returns on the calendar year
basis. As of March 31, 1994, SouthTrust had 79,447,884 shares of common stock
issued and outstanding; SouthTrust's common stock is publicly held and publicly
traded through the Automated Quotation System of the National Association of
Securities Dealers, Inc. - National Market System ("NASDAQ").

ST-FL is a Florida corporation all of the capital stock of
which is held by SouthTrust, which includes ST-FL in its consolidated return.

ST-Bank is a national banking association organized pursuant
to the laws of the United States. As of December 31, 1992, ST-Bank had 220,000
shares outstanding, all of which will be held by ST-FL as of the Effective Time
of the Merger. ST-Bank is included in the consolidated federal income tax
return of SouthTrust. ST-Bank has no subsidiaries.

Community is a banking corporation organized pursuant to the
laws of the State of Florida. As of December 31, 1993, Community had 515,849
shares of common stock outstanding, and there has been no change in the number
of Community common shares outstanding as of the date hereof. Community has no
subsidiaries. Community is an accrual method taxpayer using a calendar year
accounting period.
<PAGE> 3
Community Bank of Charlotte
May , 1994
Page 3

THE PROPOSED TRANSACTIONS

Pursuant to the Merger Agreement, the following transactions
will take place:

(1) ST-FL will acquire all of the assets and liabilities
of Community in exchange for voting common stock of SouthTrust in a transaction
in which ST-FL directs that all of the assets and liabilities of Community will
be transferred to ST-Bank by means of a statutory merger of Community into
ST-Bank pursuant to the Merger Agreement.

(2) Community will merge with and into ST-Bank in
accordance with Sections 658.40 through 658.45 of the Florida Banking Code and
12 U.S.C. Section 215a, and ST-Bank shall be the surviving corporation.
ST-Bank will acquire all of the assets and assume all of the liabilities of
Community. ST-Bank will be the surviving corporation and the separate
corporate existence of Community will terminate.

(3) Each share of Community stock issued and outstanding
will be exchanged for a number of shares of SouthTrust common stock as set
forth in the Merger Agreement.

(4) No fractional shares of SouthTrust stock will be
issued in the Merger; each Community shareholder who would otherwise be
entitled to receive a fractional share interest, if any, will receive cash in
lieu of a fractional share.

(5) Any shareholder who dissents from the Merger will be
entitled to receive the appraisal value of his or her shares in cash.
Immediately prior to the Effective Time of the Merger, Community will establish
an escrow account with an amount of cash equal to one hundred and fifty percent
(150%) of the value of SouthTrust shares which the dissenting shareholders
would have been entitled to receive in the Merger but for the exercise of their
rights of dissent (the "Dissent Escrow"). The escrow agent will disburse the
escrowed funds to the dissenting shareholders in accordance with the Dissent
Provisions. Any and all funds remaining in the Dissent Escrow after such
disbursement will be remitted to ST-Bank as the surviving corporation.

(6) In accordance with Section 2.2 of the Merger
Agreement, certain outstanding options and warrants which entitle the holders
thereof to acquire Community shares, and which were issued by Community in
connection with the performance of services, will be converted into rights to
receive a number of SouthTrust shares having a value equal to the difference
between (i) the aggregate fair market value of the Community shares subject to
each option or warrant, and (ii) the respective aggregate exercise price
applicable to each such option or warrant.
<PAGE> 4
Community Bank of Charlotte
May , 1994
Page 4

REPRESENTATIONS

Community and SouthTrust have made the following
representations to us, and with your consent, we have relied upon the accuracy
and validity of these representations in offering the opinions expressed below:

SOUTHTRUST REPRESENTATIONS:

(a) The ratio for the exchange of shares of stock of
Community for common stock of SouthTrust was negotiated through arm's length
bargaining between SouthTrust, acting on behalf of ST-FL, and Community.

(b) To the best knowledge of the management of
SouthTrust, there is no plan or intention on the part of the stockholders of
Community to sell, exchange, transfer by gift or otherwise dispose of a number
of the shares of common stock of SouthTrust to be received by them in the
Merger that would reduce the Community stockholders' ownership of SouthTrust
stock to a number of shares having a value, as of the Effective Time of the
Merger, of less than fifty percent (50%) of the value of all of the formerly
outstanding stock of the Community as of the same date. For purposes of this
certification, shares of Community stock reasonably expected to be exchanged
for cash or other property, surrendered by dissenters, if any, or exchanged for
cash in lieu of fractional shares of SouthTrust stock will be considered as
having been sold, exchanged or otherwise disposed of by the holders thereof.
In addition, the management of SouthTrust is not aware of any transfers of
Community stock by any holders thereof prior to the Effective Time of the
Merger which were made in contemplation of the Merger.

(c) ST-FL will acquire, and as a result of the Merger,
will cause to be transferred to ST-Bank, assets representing no less than
ninety percent (90%) of the fair market value of the net assets and no less
than seventy percent (70%) of the fair market value of the gross assets held by
Community immediately prior to the Merger. For purposes of this certification,
amounts reasonably expected to be paid by Community to dissenters by the Escrow
Agent, as described in and contemplated by Section 2.1(d) of the Merger
Agreement, and amounts reasonably expected to be used to pay reorganization
expenses of Community, and all redemptions and distributions (except for
regular, normal and recurring dividends) made by Community immediately prior to
the Merger will be considered as assets held by Community immediately prior to
the Merger and which will not be acquired by ST-FL or by ST-Bank. The
management of SouthTrust is not aware of Community having redeemed any of the
Community stock, having made any distribution with respect to any of the
Community stock, or having disposed of any of its assets in anticipation of or
as part of a plan for the acquisition of Community by ST-FL and by ST-Bank.
<PAGE> 5
Community Bank of Charlotte
May , 1994
Page 5

(d) SouthTrust has no present plan or intention to
reacquire any of its stock issued pursuant to the Merger.

(e) Neither SouthTrust, ST-FL nor ST-Bank has any plan or
intention to sell or otherwise dispose of any of the assets of Community
acquired in the Merger, except for dispositions made in the ordinary course of
business, or transfers to controlled subsidiaries described in Section
368(a)(2)(C) of the Code.

(f) Following the Merger, ST-FL, through ST-Bank, will
continue the historic business of Community or will use a significant portion
of Community's historic assets in the conduct of the banking business of
ST-Bank.

(g) Prior to the Merger, SouthTrust will own 100% of the
outstanding capital stock of ST-FL, and ST-FL will own 100% of the outstanding
capital stock of ST-Bank.

(h) SouthTrust does not beneficially own, directly or
indirectly, nor has it beneficially owned at any time during the past five
years, directly or indirectly, any of the stock of Community.

(i) The assumption by ST-FL and by ST-Bank of the
liabilities of Community pursuant to the Merger is for a bona fide business
purpose and, therefore, the principal purpose of such assumption is not the
avoidance of federal income tax on the transfer of assets of Community to
ST-Bank pursuant to the Merger.

(j) The liabilities of Community assumed by ST-FL and by
ST-Bank and the liabilities to which the transferred assets of Community are
subject were incurred by Community in the ordinary course of Community's
business. No liabilities of any person other than Community will be assumed by
ST-Bank or by ST-FL pursuant to the Merger, and none of the shares of Community
to be exchanged for SouthTrust common stock in the Merger will be subject to
any liabilities following such exchange. SouthTrust will not assume any of the
liabilities of Community pursuant to the Merger.

(k) SouthTrust, ST-FL, ST-Bank and Community each will
pay their respective expenses, if any, incurred in connection with the Merger.
None of SouthTrust, ST-FL, ST-Bank and Community will pay any of the expenses
of the stockholders of Community, if any, incurred in connection with the
Merger. ST-FL and ST-Bank will pay or assume only those expenses of Community
incurred in connection with the Merger that are "solely and directly related to
the reorganization" in accordance with the guidelines contained in Rev. Rul.
73-54, 1973-1 C.B. 18. ST-FL and ST-Bank will not, however, transfer any money
or property other than voting stock of SouthTrust to Community or to the
<PAGE> 6
Community Bank of Charlotte
May , 1994
Page 6

stockholders of Community for the purpose of paying reorganizational expenses
of Community.

(l) There is no intercorporate indebtedness existing
between SouthTrust and Community or between ST-FL and Community or between
ST-Bank and Community that was issued, acquired, or which will be settled at a
discount.

(m) As of the Effective Time of the Merger, the fair
market value of the assets of Community will exceed the sum of the liabilities
of Community (including any liabilities to which Community's assets are
subject).

(n) The payment of cash in lieu of fractional shares of
stock of SouthTrust is not separately bargained-for consideration and is being
made solely for the purpose of saving SouthTrust the expense and inconvenience
of issuing fractional shares. Furthermore, the total cash consideration paid
to stockholders of Community in lieu of fractional shares of SouthTrust
pursuant to the Merger Agreement will not exceed one percent (1%) of the total
consideration issued in the Merger to the Community stockholders in exchange
for their shares of Community stock, and no Community stockholder will receive
cash for fractional share interests in an amount equal to or greater than the
value of one full share of SouthTrust common stock.

(o) None of the compensation received by any
stockholder-employee of Community pursuant to any employment, consulting or
similar arrangement (including a covenant not to compete) is or will be
separate consideration for, or allocable to, any of such employee-stockholders'
shares of Community stock. None of the shares of common stock of SouthTrust
received by any stockholder-employee of Community pursuant to the Merger (other
than any such shares received in connection with the termination in the Merger
of certain stock options to purchase Community common stock) are, or will be,
separate consideration for, or allocable to, any such employment, consulting or
similar arrangement. The compensation paid to any stockholder-employees of
Community pursuant to any such employment, consulting or similar arrangement
(including a covenant not to compete) is or will be for services actually
rendered and performed, and will be commensurate with amounts paid by
SouthTrust to comparably qualified and experienced third parties for similar
services on the basis of arms' length negotiations.

(p) Neither SouthTrust nor ST-FL has any present plan or
intention to liquidate ST-Bank, to merge ST-Bank into another corporation, or
to sell or otherwise dispose of the stock of ST-Bank.
<PAGE> 7
Community Bank of Charlotte
May , 1994
Page 7

COMMUNITY REPRESENTATIONS:

(1) The Merger will be consummated in compliance with the
material terms of the Merger Agreement and none of the material terms and
conditions therein have been waived or modified and Community has no plan or
intention to waive or modify further any such material condition.

(2) The ratio for the exchange of shares of stock of
Community for common stock of SouthTrust was negotiated through arm's length
bargaining between SouthTrust, acting on behalf of ST-FL, and Community.

(3) There is no plan or intention by the stockholders of
Community who own one percent or more of the Community stock, and to the best
of the knowledge of management of Community, there is no plan or intention on
the part of the remaining stockholders of Community to sell, exchange, transfer
by gift or otherwise dispose of a number of the shares of common stock of
SouthTrust to be received by them in the Merger that would reduce the Community
stockholders' ownership of SouthTrust stock to a number of shares having a
value, as of the Effective Time of the Merger, of less than fifty percent (50%)
of the value of all of the formerly outstanding stock of Community as of the
same date. For purposes of this certification, shares of Community stock
exchanged for cash or other property, surrendered by dissenters, if any, or
exchanged for cash in lieu of fractional shares of SouthTrust stock will be
considered as having been sold, exchanged, or otherwise disposed of by the
holders thereof as of the Effective Time of the Merger. In addition, no shares
of Community stock or shares of SouthTrust stock held by Community stockholders
have been sold, redeemed or disposed of by the holders thereof prior to the
Effective Time of the Merger in contemplation of the consummation of the
Merger.

(4) As a result of the Merger, Community will transfer to
ST-Bank no less than ninety percent (90%) of the fair market value of the net
assets and no less than seventy percent (70%) of the fair market value of the
gross assets held by Community immediately prior to the Merger. For purposes
of this certification, amounts paid on behalf of Community to dissenters by the
Escrow Agent, as described in and contemplated by Section 2.1(c) of the Merger
Agreement, and amounts reasonably expected to be used to pay reorganization
expenses of Community, and all redemptions and distributions (except for
regular, normal and recurring dividends) made by Community immediately prior to
the Merger will be considered as assets held by Community immediately prior to
the Merger and which will not be acquired by ST-FL or by ST-Bank. Community
has not redeemed any of the Community stock, made any distribution with respect
to any of the Community stock, or disposed of any of its assets in anticipation
of or as part of a plan for the acquisition of Community by ST-FL and by
ST-Bank.
<PAGE> 8
Community Bank of Charlotte
May , 1994
Page 8

(5) The assumption by ST-FL and by ST-Bank of the
liabilities of Community pursuant to the Merger is for a bona fide business
purpose and the principal purpose of such assumption is not the avoidance of
federal income tax on the transfer of assets of Community to ST-Bank pursuant
to the Merger.

(6) The liabilities of Community assumed by ST-FL and by
ST-Bank and the liabilities to which the transferred assets of Community are
subject were incurred by Community in the ordinary course of Community's
business. No liabilities of any person other than Community will be assumed by
ST-Bank or by ST-FL pursuant to the Merger, and none of the shares of Community
to be surrendered in exchange for SouthTrust common stock in the Merger will be
subject to any liabilities. SouthTrust will not assume any of the liabilities
of Community pursuant to the Merger.

(7) SouthTrust, ST-FL, ST-Bank and Community each will
pay their respective expenses, if any, incurred in connection with the Merger.
None of SouthTrust, ST-FL, ST-Bank and Community will pay any of the expenses
of the stockholders of Community, if any, incurred in connection with the
Merger.

(8) There is no intercorporate indebtedness existing
between SouthTrust and Community or between ST-FL and Community or between
ST-Bank and Community that was issued, acquired, or which will be settled at a
discount.

(9) Community is not an investment company as such term
is defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code.

(10) Community is not under the jurisdiction of a court in
a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Code.

(11) As of the Effective Time of the Merger, the fair
market value of the assets of Community will exceed the sum of the liabilities
of Community (including any liabilities to which Community's assets are
subject).

(12) The payment of cash in lieu of fractional shares of
stock of SouthTrust is not separately bargained-for consideration and is being
made solely for the purpose of saving SouthTrust the expense and inconvenience
of issuing fractional shares. Furthermore, the total cash consideration paid
to stockholders of Community in lieu of fractional shares of SouthTrust
pursuant to the Merger Agreement will not exceed one percent (1%) of the total
consideration issued in the Merger to the Community stockholders in exchange
for their shares of Community stock, and no Community stockholder will receive
cash for fractional share interests in an amount equal to or greater than the
value of one full share of SouthTrust common stock.
<PAGE> 9
Community Bank of Charlotte
May , 1994
Page 9

(13) None of the compensation received by any
stockholder-employee of Community pursuant to any employment, consulting or
similar arrangement (including a covenant not to compete) is or will be
separate consideration for, or allocable to, any of such employee-stockholders'
shares of Community stock. None of the shares of common stock of SouthTrust
received by any stockholder-employee of Community pursuant to the Merger (other
than any such shares received in connection with the termination of the Merger
of certain stock options to purchase Community common stock) are, or will be,
separate consideration for, or allocable to, any such employment, consulting or
similar arrangement. The compensation paid to any stockholder-employees of
Community pursuant to any such employment, consulting or similar arrangement
(including a covenant not to compete) is or will be for services actually
rendered and performed, and will be commensurate with amounts paid to third
parties bargaining at arms' length for similar services.

OPINION

Upon the basis of the foregoing facts, representations and
assumptions, and solely for purposes of the Code, we are of the opinion that:

1. For federal income tax purposes the Merger will be
viewed as an acquisition by ST-FL of substantially all of the assets of
Community solely in exchange for SouthTrust voting common stock and the
assumption of all the liabilities of Community by ST-FL, followed by the
transfer of the assets of Community to ST-Bank and the assumption by ST-Bank of
the liabilities of Community.

2. The acquisition by ST-FL of substantially all of the
assets of Community in exchange solely for shares of SouthTrust voting common
stock and the assumption by ST-FL of Community's liabilities, as described
above, will constitute a reorganization within the meaning of Section
368(a)(1)(C) of the Code. For purposes of this opinion, "substantially all"
means at least ninety percent of the fair market value of the net assets and at
least seventy percent of the fair market value of the gross assets of
Community. Pursuant to Section 368(a)(2)(C) of the Code, the acquisition by
ST-FL of substantially all of the assets of Community will not be disqualified
under Section 368(a)(1)(C) of the Code solely by reason of the fact that the
assets of Community that were acquired by ST-FL are transferred to ST-Bank.
SouthTrust, ST-FL and Community each will be a "party to a reorganization"
within the meaning of Section 368(b) of the Code.

3. No gain or loss will be recognized by the
shareholders of Community upon the receipt of SouthTrust voting common stock
(including any fractional share interests to which they may be entitled) solely
in exchange for their shares of Community stock.
<PAGE> 10
Community Bank of Charlotte
May , 1994
Page 10

4. The basis of the SouthTrust voting common stock to be
received by the Community shareholders (including any fractional share interest
to which they may be entitled) will be the same as the basis of the Community
stock surrendered in the exchange.

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

6. Community shareholders who exercise dissenters'
rights, and as a result of which receive only cash, will be treated as having
received such cash as a distribution in redemption of their Community stock,
subject to the provisions and limitations of Section 302 of the Code. Those
Community shareholders who hold no SouthTrust stock, directly or indirectly
through the application of Section 318(a) of the Code, following the Merger
shall be treated as having a complete termination of interest within the
meaning of Section 302(b)(3) of the Code, and the cash received will be treated
as a distribution in full payment in exchange for Community stock as provided
in Section 302(a) of the Code. As provided in Section 1001 of the Code, gain
will be realized and recognized by such shareholders measured by the difference
between the redemption price and the adjusted basis of the Community shares
surrendered as determined under Section 1011 of the Code. Provided Section 341
of the Code (relating to collapsible corporations) is inapplicable and the
Community stock is a capital asset in the hands of such shareholders, the gain,
if any, will constitute capital gain. Such gain will constitute a long-term
capital gain if the surrendered Community shares were held by the shareholder
for a period greater than one year prior to the Merger; if the surrendered
Community shares where held by such shareholder for a period of one year or
less, the gain will constitute short-term capital gain.

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

8. Each holder of an option or warrant to acquire
Community shares who receives SouthTrust voting common stock therefor in
accordance with Section 2.2 of the Merger Agreement will recognize ordinary
income equal to the fair market value of the SouthTrust stock received.
<PAGE> 11
Community Bank of Charlotte
May , 1994
Page 11

This opinion is rendered solely with respect to certain
federal income tax consequences of the Merger under the Code, and does not
extend to the income or other tax consequences of the Merger under the laws of
any state or any political subdivision of any state; nor does it extend to any
tax effects or consequences of the Merger to SouthTrust, ST-FL or ST-Bank other
than those expressly stated in the above opinions. Our opinions, as stated
above, are based upon our analysis of the current Internal Revenue Code of
1986, as amended, the regulations issued thereunder, current case law and
published rulings of the Internal Revenue Service; the foregoing are subject to
change, and such changes may be given retroactive effect. In the event of such
changes, our opinions set forth above may be affected and may not be relied
upon. Furthermore, no opinion is expressed as to the federal or state tax
treatment of the transaction under any other provisions of the Code and
regulations, or about the tax treatment of any conditions existing at the time
of, or effects resulting from, the transaction that are not specifically
covered by the above opinions.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. We also consent to the references to this firm
under the heading "Certain Federal Income Tax Consequences" in the Registration
Statement and in the prospectus which is included as part of the Registration
Statement.

Sincerely,

<PAGE> 1

EXHIBIT 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-4 for the registration of
457,039 shares of the Company's $2.50 par value common stock, in connection
with the merger agreement between SouthTrust Corporation and Community Bank of
Charlotte) of our report dated February 4, 1994 incorporated by reference in
SouthTrust Corporation's Form 10-K for the year ended December 31, 1993 and to
all references to our Firm included in or made a part of this Registration
Statement.

/s/ Arthur Andersen & Co.

Birmingham, Alabama
May 20, 1994

<PAGE> 1
EXHIBIT 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Registration Statement on Form S-4
(the "Registration Statement") of our Report dated January 21, 1994 on our
audits of the financial statements of Community Bank of Charlotte. We also
consent to the reference to our firm under the caption "Experts" in the
Registration Statement.

/s/ Hausser + Taylor

Cleveland, Ohio
May 20, 1994

<PAGE> 1
EXHIBIT 24

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director whose
signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of Community Bank of Charlotte, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 30th day of April, 1994.

/s/ William C. Hulsey
-------------------------------------
William C. Hulsey
Director
<PAGE> 2

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of Community Bank of Charlotte, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 27th day of April, 1994.

/s/ T.W. Mitchell
---------------------------------
T.W. Mitchell
Director
<PAGE> 3

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of Community Bank of Charlotte, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 26th day of April, 1994.

/s/ Allen J. Keesler, Jr.
------------------------------------
Allen J. Keesler, Jr.
Director
<PAGE> 4

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of Community Bank of Charlotte, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 26th day of April, 1994.

/s/ Charles G. Taylor
-------------------------------------
Charles G. Taylor
Director
<PAGE> 5

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to registering options
to be acquired in connection with Southtrust Corporation common stock issued
for the acquisition of Community Bank of Charlotte, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 27th day of April, 1994.

/s/ Bill L. Harbert
-----------------------------------
Bill L. Harbert
Director
<PAGE> 6

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of Community Bank of Charlotte, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 29th day of April, 1994.

/s/ John M. Bradford
---------------------------------------
John M. Bradford
Director
<PAGE> 7

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to registering options
to be acquired in connection with SouthTrust Corporation common stock issued
for the acquisition of Community Bank of Charlotte, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Dated as of this 26th day of April, 1994.

/s/ W.K. Upchurch, Jr.
---------------------------------------
W.K. Upchurch, Jr.
Director
<PAGE> 8

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 28th day of April, 1994.

/s/ H. Allen Franklin
--------------------------------------
H. Allen Franklin
Director
<PAGE> 9

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 27th day of April, 1994.

/s/ Herbert Stockham
--------------------------------------
Herbert Stockham
Director