SOUTHTRUST CORP, 424B3, 1995-01-10

SOUTHTRUST CORP
424B3, 1995-01-10
STATE COMMERCIAL BANKS

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<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration No. 33-57037

PLANT STATE BANK
202 SOUTH WHEELER STREET
PLANT CITY, FLORIDA 33506
__________________________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
__________________________________________

Notice is hereby given that a Special Meeting of Shareholders of Plant
State Bank, a Florida banking corporation ("Plant State"), will be held on
February 9, 1995 at 10:00 a.m., local time, at 202 South Wheeler Street, Plant
City, Florida 33506 for the following purposes (the "Special Meeting"):

1. To consider and vote upon the Agreement and Plan of
Merger, dated as of October 28, 1994 (the "Merger Agreement"), a copy
of which is annexed as Exhibit A to the accompanying Proxy
Statement/Prospectus, between Plant State and SouthTrust Bank of West
Florida, a Florida banking corporation ("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-Florida"), whereby Plant State will be
merged with and into ST-Bank and the shareholders of Plant State will
receive 1.3 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 Plant State,
subject to rights of dissent and exclusive of shares of common stock
of Plant State held in the treasury of Plant State, with cash being
paid in lieu of any fractional shares of common stock of SouthTrust,
pursuant to and in accordance with the terms and conditions of the
Merger Agreement, all as more fully described in the accompanying
Proxy Statement/Prospectus;

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

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

Only those persons who were holders of record of the common stock of
Plant State at the close of business on January 6, 1995, 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

JAMES K. MURRAY, III
President
Plant City, Florida
January 10, 1995

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY SO THAT PLANT STATE MAY BE ASSURED OF THE PRESENCE OF
A QUORUM AT THE SPECIAL MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE> 2

PROXY STATEMENT/PROSPECTUS
__________________________

PROXY STATEMENT OF

PLANT STATE BANK

FOR A SPECIAL MEETING OF ITS SHAREHOLDERS
TO BE HELD FEBRUARY 9, 1995

________________________________________________

THIS PROXY STATEMENT INCLUDES THE PROSPECTUS OF

SOUTHTRUST CORPORATION

RELATING TO UP TO 381,121 SHARES OF COMMON STOCK
(PAR VALUE $2.50 PER SHARE)

TO BE ISSUED IN CONNECTION WITH A PROPOSED MERGER OF
PLANT STATE BANK INTO SOUTHTRUST BANK OF
WEST FLORIDA, 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 PLANT STATE BANK. 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 PLANT STATE BANK HAS BEEN SUPPLIED
BY PLANT STATE BANK.

THIS PROXY STATEMENT/PROSPECTUS AND THE ACCOMPANYING FORM OF PROXY ARE
FIRST BEING MAILED TO SHAREHOLDERS OF PLANT STATE ON OR ABOUT JANUARY 10, 1995.

________________________________________________

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 January 10, 1995.
<PAGE> 3

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Description of SouthTrust Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Market and Dividend Information Respecting the Common Stock of SouthTrust and Plant State . . . . . . . . . . 31
Comparison of the Common Stock of SouthTrust and Plant State . . . . . . . . . . . . . . . . . . . . . . . . 33
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Certain Information Concerning the Business of Plant State . . . . . . . . . . . . . . . . . . . . . . . . . 40
Selected Financial Data of Plant State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . 43
Beneficial Ownership of Plant State Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Index to the Financial Statements of Plant State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit A - Agreement and Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Fairness Opinion of Robert W. Baird & Co. Incorporated . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C - Florida Dissent Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
Exhibit D - Tax Opinion of Bradley, Arant, Rose & White . . . . . . . . . . . . . . . . . . . . . . . . . . D-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 and Northwestern Atrium Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

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

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE
AVAILABLE UPON REQUEST WITHOUT CHARGE FROM AUBREY D. BARNARD, SOUTHTRUST
CORPORATION, 420 NORTH 20TH STREET, BIRMINGHAM, ALABAMA 35203, TELEPHONE NUMBER
(205) 254-5000. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE BY JANUARY 25, 1995. SEE "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."

2
<PAGE> 4

INTRODUCTION

GENERAL

This Proxy Statement/Prospectus is being furnished to the holders of
common stock, par value $10.00 per share ("Plant State Common Stock"), of Plant
State Bank, a Florida banking corporation ("Plant State"), in connection with
the solicitation of proxies by the Board of Directors of Plant State for use at
a special meeting of shareholders of Plant State to be held on February 9,
1995, at 10:00 a.m., local time, at the principal executive offices of Plant
State, located at 202 Wheeler Street, Plant City, Florida 33506, 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 October 28, 1994 (the "Merger
Agreement"), between Plant State and SouthTrust Bank of West Florida, a Florida
state banking corporation ("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-Florida"),
providing for the merger of Plant State into ST-Bank (the "Merger") and,
subject to rights of dissent and exclusive of shares of Plant State Common
Stock held in the treasury of Plant State, the conversion in the Merger of each
outstanding share of Plant State Common Stock into 1.3 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 Plant State 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 Nasdaq
National Market ("Nasdaq") on the last trading day immediately preceding the
Effective Time of the Merger (as defined below).

The 1.3 shares of SouthTrust Common Stock for which each share of
Plant State 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 January 9, 1995, of
approximately $24.13. See "DESCRIPTION OF SOUTHTRUST CAPITAL STOCK--SouthTrust
Common Stock" and "MARKET AND DIVIDEND INFORMATION RESPECTING THE COMMON STOCK
OF SOUTHTRUST AND PLANT STATE." Because the number of shares of SouthTrust
Common Stock to be received for each share of Plant State 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 Plant State Common Stock. However,
Plant State 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 five trading days immediately preceding the Effective Time
of the Merger is less than $14.25 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
Plant State and the satisfaction or waiver of all conditions contained in the
Merger Agreement, the Merger will become effective on the date and at the time
on which the Merger is deemed effective by each of the Florida Department of
Banking and Finance (the "Florida Department") and the Federal Reserve Board
(the "FRB") (the "Effective Time of the Merger"). It is anticipated that the
Merger will become effective on or before February 10, 1995.

This Proxy Statement/Prospectus was first sent or given to
shareholders of Plant State on or about January 10, 1995. 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-Florida and ST-Bank was
supplied by SouthTrust, and all information contained in this Proxy
Statement/Prospectus pertaining to Plant State was supplied by Plant State.

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

3
<PAGE> 5

VOTING AT THE SPECIAL MEETING

The Board of Directors of Plant State has fixed the close of business
on January 6, 1995 as the record date (the "Record Date") for the determination
of holders of shares of Plant State Common Stock entitled to notice of and to
vote at the Special Meeting. On the Record Date, Plant State had outstanding
293,170 shares of Plant State Common Stock, which constituted the only
outstanding class of capital stock of Plant State 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 Plant State Common Stock
entitled to vote is necessary to constitute a quorum at the Special Meeting.
The affirmative vote of the holders of at least a majority of the outstanding
shares of Plant State Common Stock entitled to vote thereon is required to
approve the Merger Agreement. Each holder of record of shares of Plant State
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, Plant State directors and executive officers (a
total of 9 persons) beneficially owned a total of 156,838 shares of Plant State
Common Stock, representing approximately 53.50% of the shares of Plant State
Common Stock entitled to vote at the Special Meeting. All of such directors
and officers have advised Plant State 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 PLANT STATE UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT. SEE "THE MERGER -
BACKGROUND OF THE MERGER; REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD
OF DIRECTORS OF PLANT STATE."

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 Plant State 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
Plant State, who will receive no extra compensation for their services. The
expenses of such solicitation will be paid by Plant State. Plant State 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 Plant State Common Stock.

SHAREHOLDERS OF PLANT STATE ARE REQUESTED TO COMPLETE, SIGN AND DATE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID
ENVELOPE WHETHER OR NOT THE SHAREHOLDER INTENDS TO ATTEND THE SPECIAL MEETING
IN PERSON.

4
<PAGE> 6
SUMMARY

The following is a brief summary of certain information contained in
or incorporated by reference into this Proxy Statement/Prospectus with respect
to Plant State, 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 September 30, 1994, SouthTrust had consolidated
total assets of approximately $17.0 billion. Following the enactment of
Alabama's interstate banking legislation in 1987, SouthTrust has pursued a
strategy of acquiring banks and financial institutions throughout the areas of
Florida, Georgia, Mississippi, North Carolina, South Carolina and Tennessee and
offers a full range of banking services through 40 bank subsidiaries operating
more than 421 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 $5.2 billion in total assets as of September 30, 1994. Of
SouthTrust's approximately $17.0 billion in assets as of September 30, 1994,
approximately $9.8 billion were in Alabama, approximately $3.3 billion were in
Georgia, and approximately $2.8 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, Mississippi, 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, and, as of the
date of this Proxy Statement/Prospectus, SouthTrust had effected in 1994
acquisitions of 8 financial institutions, with total assets of approximately
$645 million. 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>
Plant State Bank Plant City, Florida $ 42.3 $ 35.5 $27.5
CNB Capital Corp. Pascagoula, Mississippi 69.0 58.0 35.6
FBC Holding Company, Inc. Crestview, Florida 51.4 46.3 23.1
Anchor Savings Bank (4 Branches) Ft. Myers, Florida and
Naples, Florida 261.0 257.1 0.4
Southern Bank Group, Inc. Atlanta, Georgia 108.0 93.7 74.3
</TABLE>
___________________________
*Net of unearned income

SouthTrust anticipates accounting for the branch acquisitions pursuant
to the purchase method of accounting. SouthTrust anticipates that the
transactions with Plant State, CNB Capital Corp., FBC Holding Company, Inc. and
Southern Bank Group, Inc. each will be accounted for as a pooling 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 Plant State 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> 7

Plant State

Plant State was organized under the laws of the State of Florida on
June 2, 1986, for the purpose of engaging in the commercial banking business.
Plant State operates out of a single office in Plant City, Florida. Plant
State is not a member of the Federal Reserve System but is a member of and its
deposits are insured by the Bank Insurance Fund ("BIF") of the Federal Deposit
Insurance Corporation ("FDIC"). Plant State is subject to comprehensive
regulation, examination and supervision by the FDIC and the Florida Department.
See "SUPERVISION AND REGULATION" and "CERTAIN INFORMATION CONCERNING THE
BUSINESS OF PLANT STATE."

The business of Plant State 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.
Plant State's primary market areas for loans and deposits are Hillsborough
County, Florida, and Polk County, Florida, and the total population of these
areas was approximately 865,000 and 430,000, respectively, as of April, 1994.

Plant State maintains its principal executive offices at 202 Wheeler
Street, Plant City, Florida 33506, and the telephone number at such office is
(813) 752-2112.

SouthTrust of Florida, Inc.

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

SouthTrust Bank of West Florida

ST-Bank is a Florida banking corporation with its main office located
in St. Petersburg, Florida. As of September 30, 1994, ST-Bank operated 29
branch offices, including offices in the cities of St. Petersburg and Tampa,
Florida.

SPECIAL MEETING

The Special Meeting will be held at 10:00 a.m., local time, on
February 9, 1995, at 202 Wheeler Street, Plant City, Florida 33506 to consider
and vote upon the Merger Agreement. Only holders of record of shares of Plant
State Common Stock as of the close of business on January 6, 1995 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
Plant State at the Special Meeting, the receipt of required regulatory
approvals, and other conditions, Plant State will be merged into ST-Bank
pursuant to the Merger Agreement. At the Effective Time of the Merger, each
outstanding share of Plant State Common Stock will be converted, subject to
rights of dissent and exclusive of shares of Plant State Common Stock held in
the treasury of Plant State, into the right to receive 1.3 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 Plant State 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 1.3 shares of SouthTrust Common Stock for which each outstanding
share of Plant State 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 January 9,
1995, of approximately $24.13.

6
<PAGE> 8

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

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

Reasons for the Merger

The Board of Directors of Plant State 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 Plant State's shareholders
relative to the book value and earnings per share of Plant State Common Stock;
(b) certain information concerning the financial condition, results of
operations and business prospects of Plant State and SouthTrust; (c) the
marketability of Plant State Common Stock; (d) the competitive and regulatory
environment for financial institutions generally; (e) the fact that the Merger
will enable Plant State shareholders to exchange their shares of Plant State
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 Plant State did not assign any relative 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 Plant
State from a financial point of view. Based on these factors, the Board of
Directors of Plant State determined that the Merger was in the best interests
of the shareholders of Plant State and approved the Merger Agreement, subject
to a receipt of a written fairness opinion stating the terms of the Merger as
provided in the Merger Agreement are fair from a financial point of view to the
unaffiliated shareholders of Plant State.

Vote Required

The affirmative vote of the holders of at least a majority of the
outstanding shares of Plant State Common Stock entitled to vote thereon is
required to approve the Merger Agreement. Directors and executive officers of
Plant State and their affiliates owned, as of the Record Date, directly or
indirectly, 156,838 shares of Plant State Common Stock, constituting
approximately 53.50% of the shares of Plant State 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 PLANT STATE HAVE UNANIMOUSLY
APPROVED THE MERGER AGREEMENT AND DETERMINED THAT THE MERGER IS FAIR, FROM A
FINANCIAL POINT OF VIEW, AND IS IN THE BEST INTERESTS OF PLANT STATE AND ITS
SHAREHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS OF PLANT STATE RECOMMENDS
THAT SHAREHOLDERS OF PLANT STATE 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; Recommendation of the Board of Directors of Plant State."

Opinion of Financial Advisor

The Board of Directors of Plant State engaged Robert W. Baird & Co.
Incorporated ("Baird") to consider the fairness of the Merger, from a financial
point of view, to the unaffiliated shareholders of Plant State. Baird has
delivered its opinion letter dated January 10, 1995 to the Board of Directors
of Plant State, a copy of which is attached hereto as Exhibit B, stating that,
based upon the information and procedures specified therein, in its opinion the
Merger is fair, from a financial point of view, to the unaffiliated
shareholders of Plant State.

Baird has acted as a financial advisor to Plant State in connection
with the Merger and, as indicated above, was engaged to render the
aforementioned fairness opinion. Plant State paid Baird a fee of $17,500 for
preparing the aforementioned fairness opinion. Plant State has further agreed
to indemnify Baird against certain liabilities which may arise in connection
with its engagement.

See "THE MERGER - Opinion of Financial Advisor."

7
<PAGE> 9
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.

The Merger Agreement further provides that with respect to any claim
made or action commenced within three years after the Effective Time of the
Merger, SouthTrust shall, to the extent permitted by the Articles of
Incorporation and Bylaws of Plant State and applicable Florida law, indemnify
each director, officer and employee of Plant State, 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 Plant State who become or serve as directors,
officers or employees of SouthTrust, ST-Florida 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 Plant State Following the Merger;
Plans for Business of Plant State."

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

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

The Merger is subject to approval by the Florida Department and the
FRB. 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 occur on
the first business day following the later to occur of (i) the approval of the
transactions pursuant to the Merger Agreement by all required regulatory
authorities, including the Florida Department and the FRB, and (ii) approval by
the shareholders of Plant State of the Merger Agreement.

On or about November 9, 1994 ST-Bank filed an application with the
Florida Department seeking approval to merge Plant State into ST-Bank. The
Florida Department acknowledged receipt of the application and requested
additional information on November 30, 1994. There are no waiting periods
applicable to the approval by the Florida Department. Management of ST-Bank
currently anticipates that it will receive approval from the Florida Department
on or before February 9, 1995. On or about November 9, 1994, ST-Bank filed an
application with the FRB seeking approval to merge Plant State with and into
ST-Bank. That application was approved on December 28, 1994. The 15 day
waiting period after approval by the FRB, during which the Merger may not be
consummated and which commences the authority of the United States Department
of Justice (the "Justice Department") to challenge the Merger of Plant State
into ST-Bank on antitrust grounds, will expire on January 12, 1995.

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 Plant State, or (ii) by either SouthTrust or Plant State
individually, under certain specified circumstances, including if the Merger
shall not have occurred on or prior to June 30, 1995, provided that the failure
to consummate the Merger on or before such date is not caused by a breach of
the Merger Agreement by the party seeking to terminate. See "THE MERGER -
Termination."

8
<PAGE> 10

Effective Time of the Merger

The Merger will become effective on the date and at the time on which
the Merger is deemed effective by each of the Florida Department and the FRB.
Subject to satisfaction of the conditions contained in the Merger Agreement,
the parties currently anticipate that the Merger will become effective on or
before February 10, 1995, 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

Any holder of shares of Plant State Common Stock is entitled to
dissent from the Merger and demand the fair value of the shares of Plant State
Common Stock held by such holder in cash, if such dissenting shareholder
follows the procedures provided by applicable law which are described elsewhere
in this Proxy Statement/Prospectus. 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 Plant State Common
Stock is not active and during the last two years, the sales price of shares of
Plant State Common Stock of which Plant State had knowledge ranged from $11.00
to $17.00 per share. The last sale of shares of Plant State Common Stock known
to Plant State occurred in May of 1994 at a sales price of $17.00 per share.

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

<TABLE>
<CAPTION>
SouthTrust SouthTrust
Common Stock Common Stock
Last Sales Price Equivalent (3)
-------------------- -----------------
<S> <C> <C> <C>
(1) October 27, 1994 . . . . . . . $19.00 $24.70
(2) January 6, 1995 . . . . . . . . $18.88 $24.54
</TABLE>
__________________________________

(1) Last trading day preceding the execution of the Merger Agreement.
(2) Most recent date practicable preceding the date of this Proxy
Statement/Prospectus.
(3) Pro forma equivalents calculated using the historical last sales price
for SouthTrust Common Stock as of the selected date multiplied by the
conversion ratio of 1.3 shares of SouthTrust Common Stock per share of
Plant State Common Stock.

Plant State's shareholders are advised to obtain current market
quotations for or information regarding SouthTrust Common Stock and Plant State
Common Stock. No assurance can be given as to the market price of SouthTrust
Common Stock or the value of Plant State 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 Plant State Common
Stock for SouthTrust Common Stock is fixed, it will not compensate Plant
State'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 Plant
State Common Stock would decrease. However, Plant State 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 five trading days
immediately preceding the Effective Time of the Merger is less than $14.25 per
share. It also should be noted that, in the event 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 Plant State Common Stock
would increase.

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

9
<PAGE> 11

RESALE OF SOUTHTRUST COMMON STOCK RECEIVED IN THE MERGER

The shares of SouthTrust Common Stock to be issued pursuant to the
Merger Agreement have been registered under the Securities Act, thereby
allowing such shares to be sold without restriction by shareholders of Plant
State who are not deemed to be "affiliates" (as that term is defined in the
rules under the Securities Act) of Plant State and who do not become affiliates
of SouthTrust. The shares of SouthTrust Common Stock to be issued to
affiliates of Plant State 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 Plant State 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 Plant State 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 30
days of combined operations of Plant State and SouthTrust have been published
within the meaning of Section 201.01 of the Commission's Codification of
Financial Reporting Policies.

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

DIFFERENCES IN RIGHTS OF PLANT STATE SHAREHOLDERS

Upon consummation of the Merger, Plant State shareholders will become
SouthTrust stockholders. As a result, their rights as shareholders, which now
are governed by Florida corporate and banking law and Plant State'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 Plant State's Articles of Incorporation and Bylaws and
SouthTrust's Restated Certificate of Incorporation and Bylaws, the current
rights of Plant State 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 PLANT STATE."

ACCOUNTING TREATMENT

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

TAX TREATMENT

Plant State 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 Plant State 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); and (iii) the basis
of the SouthTrust Common Stock received by the shareholders of Plant State
pursuant to the Merger and the holding period therefor will be the same as the
basis and holding period of the Plant State Common Stock surrendered in
exchange therefor. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."

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

10
<PAGE> 12

EQUIVALENT SHARE DATA

The following summary presents comparative historical unaudited per
share data for both SouthTrust and Plant State. 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 Plant State pro forma equivalent
amounts are computed by multiplying the pro forma amounts by a factor of 1.3 to
reflect the exchange ratio in the Merger of 1.3 shares of SouthTrust Common
Stock for each share of Plant State 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>
Years Ended Nine Months
December 31, Ended
----------------------------------
1993 1992 1991 September 30, 1994
---------- ----------- ---------- ------------------
<S> <C> <C> <C> <C>
Net income (loss) per common share:
SouthTrust $ 1.94 $ 1.66 $ 1.42 $ 1.59
Plant State 3.18(1) 1.14(1) 0.05(1) 0.98
SouthTrust pro forma combined 1.94 1.65 1.42 1.59
Plant State pro forma equivalent 2.52 2.15 1.84 2.06

Cash dividends per common share:
SouthTrust $ 0.60 $ 0.52 $ 0.48 $ 0.51
Plant State 0 0 0 0.45
Plant State pro forma equivalent (2) 0.78 0.68 0.62 0.66

Nine Months
Year Ended Ended
December 31, 1993 September 30, 1994
---------------------------------- ------------------
Book value per common share (period end):
SouthTrust $ 13.25 $ 13.89
Plant State 13.58(3) 12.93(3)
SouthTrust pro forma combined 13.23 13.14
Plant State pro forma equivalent 17.20 17.08
</TABLE>
___________________________________________
(1) Includes effect of extraordinary items and cumulative effect of change
in accounting principles. See "SELECTED FINANCIAL DATA OF PLANT
STATE."

(2) Plant State pro forma equivalent dividends per share represent
historical dividends per share declared by SouthTrust, multiplied by
the conversion ratio of 1.3 shares of SouthTrust Common Stock for each
share of Plant State Common Stock.

(3) Includes an adjustment pursuant to FAS 115 for unrealized gains and
losses in the available-for-sale securities portfolio.

11
<PAGE> 13

SELECTED FINANCIAL DATA

The following tables set forth certain selected historical
consolidated financial information for SouthTrust and certain selected
historical financial information for Plant State. 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 Plant State. The financial data
for the interim periods ended September 30, 1994 and 1993 are derived from the
unaudited historical financial statements of SouthTrust and Plant State,
respectively, and reflect, in the respective opinion of management of
SouthTrust and Plant State, 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 Plant State, 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>
Nine Months
Years Ended December 31, Ended September 30,
----------------------------------------------------- -------------------
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 $ 792,108 $ 691,450
Interest expense 397,743 382,930 474,453 498,329 450,147 345,857 297,437
-------- --------- --------- --------- --------- --------- ---------
Net interest income 529,808 445,150 349,272 278,332 234,477 446,251 394,013
Provision for loan losses 45,032 43,305 38,042 44,635 21,166 33,272 34,123
-------- --------- --------- --------- --------- --------- ---------
Net interest income after
provision for loan losses 484,776 401,845 311,230 233,697 213,311 412,979 359,890
Non-interest income 174,702 136,683 108,881 91,084 78,686 137,896 123,486
Non-interest expense 434,951 373,636 296,796 234,713 200,147 358,900 317,999
-------- --------- --------- --------- --------- --------- ---------
Income before income taxes 224,527 164,892 123,315 90,068 91,850 191,975 165,377
Provision for income taxes 73,992 50,646 33,309 20,360 19,075 64,340 54,222
-------- --------- --------- --------- --------- --------- ---------
Net income $150,535 $ 114,246 $ 90,006 $ 69,708 $ 72,775 $ 127,635 $ 111,155
======== ========= ========= ========= ========= ========= =========
Net income per common share
and common share equivalent $ 1.94 $ 1.66 $ 1.42 $ 1.14 $ 1.21 $ 1.59 $ 1.44
Cash dividends declared
per common share 0.60 0.52 0.48 0.46 0.43 0.51 0.45
Average common shares and common
share equivalents outstanding 77,772 68,948 63,255 61,148 60,077 80,267 77,406

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 $16,955.5 $14,164.3
Total loans net of unearned income 9,448.3 7,546.6 5,965.0 5,531.4 4,690.5 11,472.3 8,878.3
Total deposits 11,515.4 10,082.3 8,277.2 7,228.0 6,054.5 12,243.2 10,917.1
Total stockholders' equity 1,051.8 860.4 662.0 549.6 507.1 1,128.5 989.9

</TABLE>

12
<PAGE> 14

PLANT STATE BANK

<TABLE>
<CAPTION>
Nine Months
Years Ended December 31, Ended September 30,
--------------------------------------------------- -------------------
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 $ 2,208 $ 2,155 $ 2,168 $ 1,751 $ 1,563 $ 2,104 $ 1,630
Interest expense 861 1,044 1,356 1,249 1,100 730 649
-------- -------- -------- --------- ------- ------- --------
Net interest income 1,347 1,111 812 502 463 1,374 981
Provision for loan losses 167 246 303 221 160 306 81
-------- -------- -------- --------- ------- ------- --------
Net interest income after
provision for loan losses 1,180 865 509 281 303 1,068 900
Other operating income 267 256 196 170 132 167 193
Gain on sale of securities 41 78 60 - - - 41
Gain or (Loss) on OREO - - 30 (80) - - -
Other operating expenses 1,051 932 783 869 757 789 788
-------- -------- -------- --------- ------- ------- --------

Income before taxes 437 267 12 (498) (322) 446 346
Income Tax Benefit (Expense) 64 (91) (4) - - (158) 93
-------- -------- -------- ---------- ------- ------- --------
Income before extraordinary item
and cumulative effect of a
change in accounting principle 501 176 8 (498) (322) 288 439
Extraordinary item - realization of
loss carry forward - 91 4 - - - -
Cumulative effect at January 1,
1993 of change in accounting
principle 243 - - - - - 243
-------- -------- -------- --------- ------- ------- --------
Net income (loss) $ 744 $ 267 $ 12 $ (498) $ (322) $ 288 $ 682
======== ======== ======== ========= ======= ======= ========

Per Share Amounts:
Income before extraordinary item
and cumulative effect of a
change in accounting principle $ 1.87 $ 0.75 $ 0.03 $ (2.13) $ (2.58) $ 0.98 $ 1.87
Extraordinary item - realization of
loss carry forward 1.31 0.39 0.02 - - - -
Cumulative effect at January 1,
1993 of change in accounting
principle - - - - - - 1.04
Net Income (Loss) $ 3.18 $ 1.14 $ 0.05 $ (2.13) $ (2.58) $ 0.98 $ 2.91
Cash dividends declared per share - - - - - $ 0.45 -
Shares outstanding at period end 293 234 234 234 125 293 234

BALANCE SHEET DATA (at period end)
(in thousands):
Total assets $ 32,826 $ 28,735 $ 25,118 $ 22,920 $16,755 $42,360 $ 31,448
Total loans net of unearned income 22,208 17,144 17,681 14,943 8,679 27,448 18,940
Total deposits 28,706 26,423 23,028 20,733 15,062 35,545 28,408
Total stockholders' equity 3,982 2,208 1,941 1,929 1,423 3,792 2,890
</TABLE>

13
<PAGE> 15

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 and incorporated herewith.

PARTIES TO THE MERGER

SouthTrust

14
<PAGE> 16

or capital stock, and depending upon the terms of these transactions, they may
have a dilative effect upon the SouthTrust Common Stock to be issued to holders
of Plant State 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.

Plant State

Plant State was organized under the laws of the State of Florida on
June 2, 1986, for the purpose of engaging in the commercial banking business.
Plant State operates out of a single office in Plant City, Florida. Plant
State is not a member of the Federal Reserve System but is a member of and its
deposits are insured by the Bank Insurance Fund ("BIF") of the FDIC. Plant
State is subject to comprehensive regulation, examination and supervision by
the FDIC and the Florida Department. See "SUPERVISION AND REGULATION" and
"CERTAIN INFORMATION CONCERNING THE BUSINESS OF PLANT STATE."

Plant State maintains its principal executive offices at 202 Wheeler
Street, Plant City, Florida 33506, and the telephone number at such office is
(813) 752-2112.

SouthTrust of Florida, Inc.

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

GENERAL

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

Pursuant to the Merger Agreement, Plant State will be merged with and
into ST-Bank pursuant to the Florida Financial Institutions Code, and ST-Bank
will be the Surviving Corporation. Upon the effectiveness of the Merger, each
outstanding share of Plant State Common Stock will be converted into the right
to receive 1.3 shares of SouthTrust Common Stock, subject to rights of dissent
and exclusive of shares of Plant State Common Stock held in the treasury of
Plant State. No fractional shares of SouthTrust Common Stock will be issued in
the Merger, and, in lieu thereof, each holder of shares of Plant State 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 trading day preceding the Effective Time of the Merger.

Subject to the approval of the Merger Agreement by the shareholders of
Plant State and the FRB, the satisfaction or waiver of the conditions contained
in the Merger Agreement, and the filing of appropriate Articles of Merger with
the Florida Department, the Merger Agreement provides that the Effective Time
of the Merger will be on the first business day 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 15 days, or such
longer period in the event that the FRB receives adverse comments regarding the
Merger from the Attorney General of the United States (including any extension
thereof) after the approval by the FRB during which the Justice Department
fails to object to the Merger, and (iii) approval by the shareholders of Plant
State of the Merger.

15
<PAGE> 17

BACKGROUND OF THE MERGER; REASONS FOR MERGER; RECOMMENDATION OF THE BOARD OF
DIRECTORS OF PLANT STATE

In June, 1994, representatives of the Board of Directors of Plant
State were approached by representatives of ST-Bank regarding a possible
acquisition of Plant State. Discussions between such representatives regarding
a possible business combination continued between June and October, 1994.

During this time, representatives of SouthTrust and Plant State
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 October 27, 1994, the Board of Directors of Plant
State met to review and consider the Merger Agreement. At such Board of
Directors meeting, all of the directors of Plant State present at the meeting
voted to approve the Merger and the Merger Agreement, with such changes as the
President and Chief Executive Officer of Plant State 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 Plant State and ST- Bank, joined in by SouthTrust and
ST-Florida, was executed as of October 28, 1994, and, subsequent thereto, the
members of the Board of Directors of Plant State approved the Merger and the
execution and delivery of the Merger Agreement. All of the directors and
officers of Plant State have advised Plant State that, as of the date of the
Proxy Statement/Prospectus, they intend to vote for the approval of the Merger
Agreement.

The 1.3 shares of SouthTrust Common Stock to be exchanged for each
share of Plant State Common Stock reflect prices that were negotiated on an
arm's-length basis between representatives of Plant State and representatives
of SouthTrust. There was no affiliation, relationship, understanding or
transaction between Plant State and its representatives, on one hand, and
SouthTrust and ST-Bank, and their representatives, on the other hand, prior to
the execution of the Merger Agreement.

The Board of Directors of Plant State 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 Plant State's shareholders
relative to the book value and earnings per share of Plant State Common Stock;
(b) certain information concerning the financial condition, results of
operations and business prospects of Plant State and SouthTrust; (c) the
marketability of Plant State Common Stock; (d) the competitive and regulatory
environment for financial institutions generally; (e) the fact that the Merger
will enable Plant State shareholders to exchange their shares of Plant State
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 Plant State did not assign any relative 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 Plant
State from a financial point of view. Based on these factors, the Board of
Directors of Plant State determined that the Merger was in the best interests
of the shareholders of Plant State and approved the Merger Agreement, subject
to receipt of a written fairness opinion stating the terms of the Merger as
provided in the Merger Agreement are fair from a financial point of view to the
unaffiliated shareholders of Plant State.

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 Plant State will
augment SouthTrust's existing market share in the west Florida banking market
and enhance its competitive position in such market.

OPINION OF FINANCIAL ADVISOR

On December 5, 1994, Plant State retained Robert W. Baird & Co.
Incorporated ("Baird"), an investment banking firm based in Milwaukee,
Wisconsin, on the basis of its experience, to render a written fairness opinion
(the "Opinion") to the Board of Directors of Plant State. Baird is in the
business of consulting for the banking industry, including the appraisal and
valuation of banking institutions and their securities in connection with
mergers and acquisitions and equity offerings. Baird did not participate in
the negotiations or structuring of the transaction.

16
<PAGE> 18

Baird did review the negotiated terms of the Merger including the exchange
ratio. Except as described herein, Baird is not affiliated in any way with
Plant State, SouthTrust or their respective affiliates.

On January 10, 1995, in connection with their consideration of the
Merger Agreement, Baird issued its opinion to the Board of Directors of Plant
State that, in its opinion as investment bankers, the terms of the Merger as
provided in the Merger Agreement are fair, from a financial point of view, to
the unaffiliated shareholders of Plant State. This Opinion is based upon
conditions as they existed on January 10, 1995. A copy of the Opinion is
attached as Exhibit B to this Proxy Statement/Prospectus and should be read in
its entirety by Plant State shareholders. Baird's written opinion does not
constitute an endorsement of the Merger or a recommendation to any shareholder
as to how such shareholder should vote at the Special Meeting.

In arriving at its Opinion regarding the fairness of the transaction,
Baird studied and analyzed the financial position, both current and historical,
of Plant State. Baird met with the senior management of Plant State to review
its business history, current operations and future prospects. In reaching its
Opinion, Baird reviewed and analyzed, among other things, the following: (i)
the Merger Agreement; (ii) the Registration Statement on Form S-4 filed with
the Commission on December 22, 1994; (iii) audited financial statements of
Plant State for the five years ending December 31, 1993, and unaudited
financial statements for the nine- month period ended September 30, 1994; (iv)
annual reports to the shareholders of Plant State for the years ended 1992 and
1993; (v) various management reports, financial records, regulatory filings and
such other documents as were furnished to Baird; (vi) the market price and
financial characteristics of Plant State's Common Stock; (vii) the market price
and financial characteristics of securities of other financial institutions
Baird deemed comparable; and (viii) the financial terms and characteristics of
recent mergers and acquisitions with respect to other banks and bank holding
companies Baird found relevant to its inquiry. In addition, in rendering its
Opinion, Baird analyzed certain financial and other information relating to
other institutions Baird deemed comparable to Plant State and conducted such
other studies, analyses and inquiries as Baird considered appropriate.

Neither SouthTrust nor Plant State imposed any limitations upon the
scope of the investigation to be performed by Baird in formulating its Opinion.
In rendering its Opinion, Baird did not independently verify the asset quality
and financial condition of SouthTrust or its subsidiary banks or Plant State,
but instead relied upon the data provided by or on behalf of SouthTrust and
Plant State to be true and accurate in all material respects.

For its services as independent financial advisor for the Merger,
including the rendering of its Opinion referred to above, Plant State has paid
Baird aggregate fees of $17,500. Prior to being retained for this assignment,
Baird has not provided professional services to Plant State and, Baird has not
provided professional services to SouthTrust during the previous five years
prior to the date of this Proxy Statement/Prospectus.

INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER

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

The parties have agreed in the Merger Agreement that appropriate steps
shall be taken to terminate all employee benefit plans of Plant State 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 Plant State 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 Plant State'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 Plant
State prior to the Effective Time of the Merger shall be given by SouthTrust to
employees

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<PAGE> 19

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 Plant State shall be credited as if it were employment
with SouthTrust, but such service shall not be credited for purposes of
determining benefit accrual under the ST Retirement Plan.

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.

EFFECT OF MERGER ON PLANT STATE COMMON STOCK

At the Effective Time of the Merger, each outstanding share of Plant
State Common Stock, other than shares of Plant State Common Stock held by
shareholders who have dissented from the Merger, as discussed below, and shares
of Plant State Common Stock held in Plant State's treasury, shall be converted
into the right to receive 1.3 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 Plant State 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.

Because the exchange ratio of shares of SouthTrust Common Stock for
Plant State Common Stock is fixed, it will not compensate Plant State'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 Plant State Common Stock
would decrease. Plant State's shareholders are advised to obtain current
market quotations for and information regarding SouthTrust Common Stock and
Plant State Common Stock. However, Plant State 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 five trading days
immediately preceding the Effective Time of the Merger is less than $14.25 per
share. On January 6, 1995, the most recent date practicable preceding the date
of this Proxy Statement/Prospectus, the last sales price of SouthTrust Common
Stock was $18.88 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 Plant State Common Stock would increase. Plant State's
shareholders are advised to obtain current market quotations for and
information regarding SouthTrust Common Stock and Plant State Common Stock. No
assurance can be given as to the market price of SouthTrust Common Stock or the
value of Plant State Common Stock on the date of the Effective Time of the
Merger or as to the market price of SouthTrust Common Stock thereafter.

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<PAGE> 20

EFFECTIVE TIME OF THE MERGER

The Merger will become effective upon the effectiveness of appropriate
Articles of Merger relating thereto filed with the Florida Department and
notice of the Merger filed with the FRB. 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 Plant State'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 before February 10,
1995, although there can be no assurance as to whether or when the Merger will
become effective.

EXCHANGE OF STOCK CERTIFICATES

As soon as practicable after the Effective Time of the Merger,
SouthTrust will deliver the total consideration to be paid by SouthTrust for
the shares of Plant State 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 Plant State Common Stock for use in
exchanging their certificates formerly representing shares of Plant State
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 Plant State Common Stock will cease to be shareholders of
Plant State and will have no voting or other rights with respect to shares of
Plant State 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 Plant State Common Stock. As of the Effective Time of the
Merger and except as otherwise indicated below, all holders of shares of Plant
State Common Stock shall be deemed to be holders of the shares of SouthTrust
Common Stock into which such shares of Plant State Common Stock shall have been
converted in the Merger, whether or not they surrender the stock certificates
representing their shares of Plant State 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 Plant State Common Stock, and
SouthTrust shall not be obligated to deliver any of the consideration to which
any holder of Plant State 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 Plant
State Common Stock as provided for in the Merger Agreement. Until the stock
certificates evidencing the shares of Plant State 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 Plant State 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

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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.

At or prior to the Effective Time of the Merger, each such person
deemed an affiliate of Plant State 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 30 days of combined operations of Plant State 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 Plant State 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 Plant State 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 Florida Department and the
FRB. 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 on the first business day following the later to occur of (i) the
approval of the transactions pursuant to the Merger Agreement by all required
regulatory authorities, including the Florida Department and the FRB, and (ii)
approval by the shareholders of Plant State of the Merger Agreement.

On or about November 9, 1994, ST-Bank filed with the Florida
Department an application seeking approval to merge Plant State into ST-Bank.
The Florida Department acknowledged receipt of the application and requested
additional information on November 30, 1994. There are no waiting periods
applicable to the approval by the Florida Department. Management of ST-Bank
currently anticipates that it will receive approval from the Florida Department
on or before February 9, 1995. On November 9, 1994, ST-Bank filed with the FRB
an application seeking approval to merge Plant State with ST-Bank. The
application to the FRB was approved on December 28, 1994. The 15 day waiting
period after approval of the Merger by the FRB, during which the Merger may not
be consummated and during which the Justice Department may challenge the Merger
of Plant State into ST-Bank on antitrust grounds, will expire on January 12,
1995.

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 Plant
State 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 Plant
State 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 Plant State, consummation of the Merger is subject to
the satisfaction of certain other conditions on or before the Effective Time of
the Merger. Such additional conditions include, among others, the following:

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

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<PAGE> 22

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

(iii) The accuracy of the representations and warranties of
Plant State made in the Merger Agreement, except for inaccuracies that
are not reasonably likely to have a material adverse effect on Plant
State and except for certain representations and warranties regarding
loans, the incorrectness of which do not cause, or are not reasonably
expected to cause, a Loss (as defined in the Merger Agreement) in the
Loan and Securities Portfolio (as defined in the Merger Agreement) in
an amount greater than or equal to $1,000,000, and the performance, in
all material respects, of Plant State's obligations under the Merger
Agreement;

(iv) The absence of any fact, event or condition
(exclusive of any fact, event or condition described in (v) below)
pertaining to Plant State which occurred after November 1, 1994, and
has had, or is likely to have, a material adverse effect on Plant
State or the consummation of the transactions contemplated by the
Merger Agreement or would render the Merger or the other transactions
contemplated by the Merger Agreement impractical because of any state
of war, national emergency, banking moratorium or general suspension
of trading on Nasdaq, the New York Stock Exchange, Inc. or other
national securities exchange;

(v) From and after November 1, 1994 there shall not have
occurred a Loss in the Loan and Securities Portfolio greater than or
equal to $1,000,000 and there shall be no fact, event or condition
existing which occurred after November 1, 1994 that would result in a
Loss in the Loan and Securities Portfolio greater than or equal to
$1,000,000, or which may be foreseen to result in a Loss in the Loan
and Securities Portfolio greater than or equal to $1,000,000;

(vi) The absence of any actual or threatened causes of
action, investigations or proceedings (A) challenging the validity or
legality of the Merger Agreement or the consummation of the
transactions contemplated thereby, (B) seeking damages in connection
with the transactions contemplated by the Merger Agreement or (C)
seeking to restrain or invalidate the transactions contemplated by the
Merger Agreement which, in the reasonable judgment of SouthTrust or
Plant State, would have a material adverse effect on the interests of
either SouthTrust or Plant State;

(vii) 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 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
Plant State 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 Plant
State or any banking or other subsidiary of SouthTrust, no such term
or condition imposed by any Regulatory Authority in connection with
the grant of any Consent by any Regulatory Authority, shall be deemed
to be a material adverse requirement unless it materially differs from
terms and conditions customarily imposed by any such entity in
connection with the acquisition of banks under similar circumstances;

(viii) All employment agreements between Plant State and any
executive or employee thereof, if any, shall have been terminated;

(ix) The total number of shares of Plant State Common
Stock outstanding as of the Effective Time of the Merger (exclusive of
any shares of Plant State Common Stock held in the treasury of Plant
State) including any securities or rights convertible into or
exchangeable for shares of Plant State Common Stock, shall not exceed
293,170 shares in the aggregate;

(x) The holders of not more than 6.8% of the outstanding
shares of Plant State 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;

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<PAGE> 23

(xi) Each of Plant State, SouthTrust and ST-Bank shall
have obtained the consent or approval of each person (other than
Consents of Regulatory Authorities) whose consent or approval shall be
required in connection with the transactions contemplated by the
Merger Agreement;

(xii) SouthTrust shall not have engaged in any
recapitalization pursuant to which it pays to the holders of
SouthTrust shares a dividend, payable in cash or property, that
exceeds $0.85 per annum;

(xiii) The average last sales price of one share of
SouthTrust Common Stock as reported by Nasdaq for the five trading
days immediately preceding the Effective Time of the Merger shall be
not less than $14.25;

(xiv) Plant State 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 Plant State to the extent that
they receive SouthTrust Common Stock in exchange for Plant State
Common Stock in the Merger. See "CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS"; and

(xv) The Board of Directors of Plant State shall have
received an opinion from an acceptable investment banker that the
exchange ratio set forth in the Merger Agreement is fair to the
unaffiliated shareholders of Plant State from a financial point of
view.

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 a written
instrument 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 Plant State; (ii) by either SouthTrust or Plant State if the
Merger shall not have occurred on or prior to June 30, 1995, provided that the
failure to consummate the Merger on or before June 30, 1995 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 Plant State (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 subsequent to November 1, 1994
there shall have occurred a Loss in the Loan and Securities Portfolio which is
greater than or equal to $1,000,000; (v) by SouthTrust if any fact, event or
condition (exclusive of any fact, event or condition caused by Losses with
respect to the Loan and Securities Portfolio) pertaining to Plant State exists
that (A) is materially at variance with any warranty or representation of Plant
State set forth in the Merger Agreement or is a material breach of any covenant
or agreement of Plant State contained in the Merger Agreement; (B) has, or can
be reasonably foreseen to have, a material adverse effect upon Plant State or
upon the consummation of the transactions contemplated by the Merger Agreement
or (C) renders the Merger or the other transactions contemplated by the Merger
Agreement impractical because of any state of war, national emergency, banking
moratorium or general suspension of trading on Nasdaq, the New York Stock
Exchange, Inc. or any other national securities exchange; (vi) by either
SouthTrust or Plant State if there is any litigation or threat of litigation
(A) challenging the validity or legality of the Merger Agreement or the
consummation of the transactions contemplated by the Merger Agreement, (B)
seeking damages in connection with the consummation of the transactions
contemplated by the Merger Agreement or (C) seeking to restrain or invalidate
the consummation of the transactions contemplated in the Agreement; (vii) by
Plant State if any fact, event or condition exists that (A) is materially at
variance with any warranty or representation of SouthTrust, ST-Florida or
ST-Bank contained in the Merger Agreement, or is a material breach of any
covenant or agreement of SouthTrust, ST-Florida or ST-Bank contained in the
Merger Agreement, or (B) has a material adverse effect or can be reasonably
seen to have a material adverse effect upon the consummation of the
transactions contemplated by the Merger Agreement; or (viii) by Plant State if
it determines that any fact, event or condition exists that, in the judgment of
Plant State, would render the Merger

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<PAGE> 24

and the other transactions contemplated by the Merger Agreement impractical
because of any state of war, national emergency, banking moratorium or general
suspension of trading on Nasdaq, the New York Stock Exchange, Inc. or other
national securities exchange.

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 Plant State may dissent from the Merger and receive
in cash the fair value, as of the day prior to the Special Meeting, of the
shares of Plant State Common Stock held by such shareholder pursuant to
Sections 607.1302 and 607.1320 of the Florida Business Corporation Act (the
"Florida Dissent Provisions"). Such fair value is exclusive of any
appreciation or depreciation in anticipation of the Merger. The appraisal
value of the Plant State Common Stock may differ from the consideration that a
shareholder of Plant State is entitled to receive in the Merger. The following
is a summary of the Florida Dissent Provisions, the full text of which is set
forth as Exhibit C to this Proxy Statement/Prospectus.

Under the Florida Dissent Provisions, a shareholder of Plant State may
dissent from the Merger by following the following procedures: (i) the
dissenting shareholder must file with Plant State, prior to the Special
Meeting, written notice of his intent to demand payment for his shares; (ii)
the dissenting shareholder must refrain from voting in favor of the Merger;
(iii) within ten (10) days after the date of the Special Meeting, Plant State
shall give written notice of authorization of the Merger by the shareholders to
such dissenting shareholder; and (iv) within twenty (20) days after the
dissenting shareholder receives such notice of authorization the dissenting
shareholder shall file with Plant State a notice of election and a demand for
payment of the fair value of his shares. Any dissenting shareholder filing an
election to dissent shall deposit his certificates for certificated shares with
Plant State simultaneously with the filing of the election to dissent. A
shareholder may dissent as to less than all of the shares of Plant State Common
Stock held by him, and in such event, he is treated as two separate
shareholders. Once Plant State offers to pay the dissenting shareholder for
his shares, the notice of election cannot be withdrawn except with the consent
of Plant State. However, the right of a dissenting shareholder to be paid the
fair value of his shares shall cease if (i) the demand is withdrawn, (ii) the
proposed Merger is abandoned, (iii) no demand or petition for determination of
fair value is filed with the appropriate court within the time provided by law
or (iv) a court of competent jurisdiction determines that such shareholder is
not entitled to the relief provided by the Florida Dissent Provisions.

Within ten (10) days after the later of the expiration of the period
in which the dissenting shareholder may file his notice of election to dissent,
or the Effective Date of the Merger, the Surviving Corporation is required to
make a written offer to each dissenting shareholder to purchase the shares of
Plant State Common Stock at a price deemed by the Surviving Corporation to be
the fair value of such shares. If, within thirty (30) days after the making of
such offer, any shareholder accepts the same, payment therefor shall be made
within ninety (90) days after the later of the date such offer was made or the
consummation of the Merger. However, if, within such thirty (30) day period,
the Surviving Corporation and the dissenting shareholder are unable to agree
with respect to a price, then the Surviving Corporation, within thirty (30)
days after receipt of written demand from such dissenting shareholder given
within sixty (60) days after the Effective Time of the Merger, shall, or at its
election within such period may, file an action in a court of competent
jurisdiction in the county in which the Surviving Corporation maintains its
registered office requesting that the fair value of the shares of Plant State
Common Stock be found and determined. If Plant State or the Surviving
Corporation shall fail to institute such proceedings, any dissenting
shareholder may do so in the name of Plant State or the Surviving Corporation.
All dissenting shareholders are deemed to be parties to the proceeding as an
action against their shares. In such proceeding, the court may, if it so
elects, appoint one or more persons as appraisers to receive evidence and
recommend a decision on the question of fair value. The Surviving Corporation
shall pay each dissenting shareholder the amount found to be due within ten
(10) days after final determination of the proceedings. Upon payment of such
judgment, the dissenting shareholder will cease to have any interest in the
shares of Plant State Common Stock.

Any judgment rendered in any dissent proceeding may, at the discretion
of the court, include an allowance for interest at such rate as the court may
deem fair and equitable. The cost and expenses of any such dissent proceeding
shall be determined by the court and shall be assessed against the Surviving
Corporation, but all or any

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part of such costs and expenses may be apportioned and assessed against the
dissenting shareholders, in such amount as the court deems equitable, if the
court determines that the Surviving Corporation made an offer to the dissenting
shareholders and the shareholders' failure to accept such offer was arbitrary
or vexatious and not in good faith. The expenses awarded by the court shall
include compensation for reasonable expenses of any appraiser but shall not
include the fees and expenses of counsel or experts employed by any party. If
the fair value of the shares of Plant State Common Stock, as determined by the
proceeding, materially exceeds the amount which the Surviving Corporation
initially offered to pay, or if no offer was made, the court, in its
discretion, may award to any shareholder who is a party to the proceeding such
sum as the court may determine to be reasonable compensation for any expert
employed by the shareholder in the proceeding.

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

CONDUCT OF BUSINESS BY PLANT STATE PENDING THE MERGER

The Merger Agreement provides that, until the Effective Time of the
Merger, and except with the prior approval of SouthTrust, Plant State will
conduct its business and engage in transactions only in the ordinary course,
consistent with past practice and prudent banking principles and will 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. The Merger Agreement
further provides that, until the Effective Time of the Merger, Plant State
shall not without the prior approval of SouthTrust, or unless otherwise
expressly permitted in the Merger Agreement, (A) change, delete or add any
provision of or to the Articles of Incorporation or Bylaws of Plant State; (B)
change the number of shares of the authorized, issued or outstanding capital
stock of Plant State, 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 Plant State, or declare, set aside or pay
any dividend or other distribution with respect to the outstanding capital
stock of Plant State, provided that Plant State may, but shall not be obligated
to, declare and pay regular quarterly cash dividends on the outstanding shares
of Plant State Common Stock at a rate not in excess of $0.15 per share with
usual and regular record and payment dates, all in accordance with past
practice, and provided further, that the amount of the dividend may be
increased by the percentage increase, if any, in SouthTrust quarterly dividends
between the date of the Merger Agreement and any payment date for SouthTrust
dividends prior to the Effective Time of the Merger, provided further, however,
that in no event may Plant State increase the amount of its regular quarterly
cash dividend more than 10% during such period; (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 October 28,
1994 (the date of execution of the Merger Agreement) and disclosed in a
Disclosure Schedule delivered pursuant to the Merger Agreement and other than
expenditures necessary to maintain existing assets in good repair; (E) sell,
transfer, convey or otherwise dispose of any real property (including "other
real estate owned" if such "other real estate owned" is to be sold,
transferred, conveyed or disposed of for consideration in an amount less than
the book value of such real estate) or interest therein having a book value in
excess of or in exchange for consideration in excess of, in either case,
$25,000; provided, however, that Plant State may sell its Calmark "other real
estate owned" parcel at any price which exceeds $185,000; (F) pay any bonuses
to any executive officer except pursuant to the terms of an enforceable written
employment agreement or currently existing bonus plan disclosed on a Disclosure
Schedule to the Merger Agreement; enter into any new, or amend in any respect
any existing, employment, consulting, non-competition or independent contractor
agreement with any person; alter the terms of any existing incentive bonus or
commission plan; adopt any new or amend in any material respect any existing
employee benefit plan, except as may be required by law; grant any general
increase in compensation to its employees as a class or to its officers except
for non- executive officers in the ordinary course of business and consistent
with past practices and policies or except in accordance with the terms of an
enforceable written agreement; grant any material increases in fees or other
increases in compensation or in other benefits to any of its directors; or
effect any change in any material respect in retirement benefits to any class
of employees or officers, except as required by law; (G) enter into or extend
any agreement, lease or license relating to real property, personal property,
data processing or bankcard functions relating to Plant State 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,

24
<PAGE> 26

other than in connection with (1) any internal reorganization or consolidation
involving existing subsidiaries of Plant State which has been approved in
writing by SouthTrust, (2) foreclosures or conveyances in lieu of foreclosure
in the ordinary course of business, (3) acquisitions of control by a banking
subsidiary in a fiduciary capacity, or (4) the creation of new subsidiaries
organized to conduct and continue activities otherwise permitted by the
Agreement.

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

BUSINESS AND MANAGEMENT OF PLANT STATE FOLLOWING THE MERGER; PLANS FOR BUSINESS
OF PLANT STATE

Upon consummation of the Merger, Plant State will be merged into
ST-Bank, with ST-Bank being the Surviving Corporation in the Merger. 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
Plant State will become a full service branch of ST-Bank and the operations of
Plant State will be integrated into the operations of ST-Bank, with efforts
directed toward preserving the existing customer and banking relationships of
Plant State 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 PLANT STATE COMMON STOCK
WHO ARE CITIZENS OF THE UNITED STATES. IT DOES NOT DISCUSS ALL THE TAX
CONSEQUENCES THAT MAY BE RELEVANT TO HOLDERS OF PLANT STATE 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 PLANT STATE COMMON STOCK WHO ACQUIRED THEIR PLANT STATE 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 PLANT STATE 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-Florida, nor Plant State 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 Plant State Common Stock
of the Merger or of any of the federal income tax effects to SouthTrust,
ST-Bank, ST-Florida or Plant State of the Merger. Instead, Plant State will
rely upon an opinion of Bradley, Arant, Rose & White as to the federal income
tax consequences of the Merger to the holders of Plant State 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.

25
<PAGE> 27

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
Plant State Common Stock will result from the Merger:

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

(ii) The acquisition by ST-Florida of substantially all of the
assets of Plant State in exchange solely for shares of
SouthTrust Common Stock and the assumption by ST-Florida of
Plant State'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-Florida of substantially all of the assets
of Plant State will not be disqualified under Section
368(a)(1)(C) of the Code solely by reason of the fact that the
assets of Plant State that were acquired by ST-Florida are
transferred to ST-Bank. SouthTrust, ST-Florida and Plant
State 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
Plant State upon the receipt of SouthTrust Common Stock solely
in exchange for their shares of Plant State Common Stock.

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

(vi) Plant State 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 Plant State Common Stock, subject to the provisions and
limitations of Section 302 of the Code.

(vii) The payment of cash to a Plant State 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, provided that such redemption is
not essentially equivalent to a dividend.

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-Florida 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. A copy of the tax opinion of Bradley, Arant, Rose & White is attached
to this Proxy Statement/Prospectus as Exhibit D.

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

26
<PAGE> 28

5,000,000 shares of Preferred Stock, par value $1.00 per share ("SouthTrust
Preferred Stock"). As of September 30, 1994, 81,258,620 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
September 30, 1994, approximately 1,338,087 shares of SouthTrust Common Stock
were reserved for employee benefit plans and in connection with acquisitions
made by SouthTrust, and 90,812 shares were reserved for the conversion of
convertible debentures assumed in connection with a 1988 acquisition by
SouthTrust. In addition, 500,000 shares of SouthTrust Preferred Stock
designated as Series A Junior Participating Preferred Stock were reserved for
issuance upon the exercise of certain rights described below under "-SouthTrust
Common Stock--Stockholder Rights Plan.

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

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

SOUTHTRUST COMMON STOCK

Dividend Rights

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

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.

27
<PAGE> 29

Provisions with Respect to Board of Directors

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

Special Vote Requirements for Certain Amendments to Restated Certificate of
Incorporation

The General Corporation Law of the State of Delaware and the Restated
Certificate of Incorporation and Bylaws of SouthTrust provide that, because the
Board of Directors of SouthTrust is classified, a director, or SouthTrust's
entire Board of Directors, may be removed by the stockholders only for cause.
The Restated Certificate of Incorporation and Bylaws of SouthTrust also provide
that the affirmative vote of the holders of at least 70% of the voting power of
the outstanding capital stock entitled to vote for the election of directors is
required to remove a director or the entire Board of Directors from office.
Certain portions of the Restated Certificate of Incorporation of SouthTrust
described in certain of the preceding paragraphs, including those related to
business combinations and the classified Board of Directors, may be amended
only by the affirmative vote of the holders of 70% of the voting power of the
outstanding voting stock of SouthTrust.

Possible Effects of Special Provisions

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

Stockholder Rights Plan

On February 22, 1989, the Board of Directors of SouthTrust declared a
dividend to holders of SouthTrust Common Stock of record on March 6, 1989 (the
"Record Date") of one right (a "Right"; collectively, the "Rights") for, and to
be attached to, each share of SouthTrust Common Stock outstanding on the Record
Date. Each Right entitles the holder thereof to purchase from SouthTrust one
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 Plant State 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

28
<PAGE> 30

ownership either is intended to cause SouthTrust to take action adverse to its
long-term interests or may cause a material adverse impact on SouthTrust to the
detriment of SouthTrust's stockholders.

In the event that (i) SouthTrust's Board of Directors determines that
a person is an Adverse Person; (ii) SouthTrust is the surviving corporation in
a merger with an Acquiring Person and SouthTrust's Common Stock remains
outstanding and unchanged and is not exchanged for securities of the Acquiring
Person or other property; (iii) an Acquiring Person receives a financial
benefit or advantage, through certain self-dealing transactions involving
SouthTrust, greater than that received by other stockholders of SouthTrust or
that which would have resulted from arms-length negotiations; (iv) a person
becomes the beneficial owner of 30% or more of the outstanding SouthTrust
Common Stock (except pursuant to a "Fair Offer" as determined by the
Disinterested Directors); or (v) while there is an Acquiring Person, an event
involving SouthTrust or any of its subsidiaries occurs which results in the
Acquiring Person's proportionate ownership interest being increased by more
than 1%, each holder of a Right will have the right to receive, upon payment of
the Purchase Price, in lieu of Series A Preferred Stock, a number of shares of
SouthTrust Common Stock (or, in certain circumstances, cash or other property)
having a value equal to twice the Purchase Price. Rights are not exercisable
following the occurrence of any of the events set forth in this paragraph until
the expiration of the period during which the Rights may be redeemed by
SouthTrust as described below. Notwithstanding the foregoing, after the
occurrence of any of the events set forth in this paragraph, Rights that are
(or, under certain circumstances, Rights that were) beneficially owned by an
Acquiring Person or an Adverse Person will be null and void.

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

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

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

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,

29
<PAGE> 31

call provisions, payments on liquidation, sinking fund provisions, conversion
privileges and voting rights and whether the shares shall be cumulative,
non-cumulative or partially cumulative. The holders of SouthTrust Preferred
Stock would not have any preemptive right to subscribe for any shares issued by
SouthTrust. It is not possible to state the actual effect of the authorization
and issuance of SouthTrust Preferred Stock upon the rights of holders of
SouthTrust Common Stock unless and until SouthTrust's Board of Directors
determines the price and specific rights of the holders of a series of
SouthTrust Preferred Stock. Such effects might include, however, (i)
restrictions on dividends on SouthTrust Common Stock if dividends on SouthTrust
Preferred Stock have not been paid; (ii) dilution of the voting power of
SouthTrust Common Stock to the extent that SouthTrust Preferred Stock has
voting rights, or that any SouthTrust Preferred Stock series is convertible
into SouthTrust Common Stock; (iii) dilution of the equity interest of
SouthTrust Common Stock unless the SouthTrust Preferred Stock is redeemed by
SouthTrust; and (iv) SouthTrust Common Stock not being entitled to share in
SouthTrust's assets upon liquidation until satisfaction of any liquidation
preference granted SouthTrust Preferred Stock. While the ability of SouthTrust
to issue SouthTrust Preferred Stock is, in the judgment of SouthTrust's Board
of Directors, desirable in order to provide flexibility in connection with
possible acquisitions and other corporate purposes, its issuance could impede
an attempt by a third party to acquire a majority of the outstanding voting
stock of SouthTrust.

Series A Junior Participating Preferred Stock

In connection with the adoption of the Stockholder Rights Plan
described above, SouthTrust's Board of Directors designated 500,000 shares of
SouthTrust's authorized but unissued SouthTrust Preferred Stock as Series A
Junior Participating Preferred Stock (which has been previously referred to as
the "Series A Preferred Stock"). The terms of the Series A Preferred Stock are
such that one share of Series A Preferred Stock will be approximately
equivalent in terms of dividend and voting rights, before adjustment for the
three-for-two stock split 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.

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<PAGE> 32

MARKET AND DIVIDEND INFORMATION RESPECTING THE
COMMON STOCK OF SOUTHTRUST AND PLANT STATE

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 on January 24, 1992
and a three-for-two split effective 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> <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 . . . . . . . . . 22 18 1/4
Third Quarter . . . . . . . . . 21 7/8 19 5/8
Fourth Quarter . . . . . . . . . 20 1/4 17 1/8
</TABLE>

Shares of Plant State 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 Plant
State Common Stock of which Plant State had knowledge ranged from $11.00 to
$17.00 per share. The last sale of Plant State Common Stock of which Plant
State had knowledge occurred in May, 1994, at a price of $17.00 per share.

On October 27, 1994 and October 31, 1994 (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 Nasdaq, were
$19.00 and $19.19, respectively; and on January 6, 1995, the last sales price
of SouthTrust Common Stock as obtained from Nasdaq was $18.88.

DIVIDENDS

For the first time since its inception, Plant State paid a
quarterly dividend of $0.15 per share for the fourth quarter of 1993. Plant
State has continued to pay this dividend in each quarter in 1994. Although
Plant State is not obligated to do so, pursuant to the Merger Agreement, Plant
State may continue to pay this quarterly dividend until 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):

31
<PAGE> 33

<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 . . . . . . . . . . . . . 0.17
Third Quarter . . . . . . . . . . . . . . 0.17
Fourth Quarter . . . . . . . . . . . . . 0.17
</TABLE>

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

There are certain limitations on the payment of dividends to
SouthTrust by its subsidiary banks. The amount of dividends that each
subsidiary national bank of SouthTrust may declare in one year, without
approval of the Office of the Comptroller of the Currency (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 Financial Institutions Code, a state bank may not
declare or pay a dividend at any time which its net income from the current
year combined with the retained net income from the preceding two years is a
loss or which would cause the capital accounts of the bank to fall below the
minimum amount required by state and federal banking laws and regulations.

Under the Financial Institutions Code of Georgia, a bank may not pay
dividends when it is insolvent, or would be rendered insolvent, and dividends
may only be paid out of retained earnings and when the bank has paid-in capital
and appropriated retained earnings, in combination equal to at least 20% of its
capital stock.

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

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

32
<PAGE> 34

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.

The Mississippi Banking Code provides that no state bank may declare
or pay any dividend upon its common stock unless it has received the written
approval of the Commissioner of Banking and Consumer Finance.

Under the foregoing laws and regulations, at September 30, 1994,
approximately $277.5 million was available for payment of dividends to
SouthTrust by its bank subsidiaries.

SHAREHOLDERS

As of September 30, 1994, there were approximately 221 holders of
record of Plant State Common Stock.

COMPARISON OF THE COMMON STOCK
OF
SOUTHTRUST AND PLANT STATE

The rights of Plant State's shareholders are governed by the Articles
of Incorporation of Plant State, the Bylaws of Plant State 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 Plant State'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 Plant State 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 Plant State, the General Corporation Law of the
State of Delaware, the Florida Financial Institutions Code and the Florida
Business Corporation Act.

DIVIDENDS

The sources of funds for payments of dividends by SouthTrust are its
subsidiaries. Because Plant State and the primary subsidiaries of SouthTrust
are financial institutions, payments made by such subsidiaries to SouthTrust
and by Plant State 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 PLANT
STATE--Dividends" for information concerning the effect of such limitations on
SouthTrust's and Plant State'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
Financial Institutions 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 Plant State 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

33
<PAGE> 35

of SouthTrust Common Stock and Plant State 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,
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. Plant State has opted out of this provision.

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 Plant State. 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 Plant State
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 Plant State provide that the Board of
Directors of Plant State shall hold one-year terms and shall be elected
annually at a meeting of the shareholders called for such purpose.

34
<PAGE> 36

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. Under both the Restated
Certificate of Incorporation of SouthTrust and the Articles of Incorporation of
Plant State, any vacancy created by 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 Plant State 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 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
Plant State, 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 Plant State may be amended by a vote of the
majority of the Board of Directors or by the shareholders of Plant State.

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

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<PAGE> 37

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

STOCKHOLDERS' RIGHTS PLAN

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

SUPERVISION AND REGULATION

Bank Holding Company Regulation

SouthTrust is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended (the "Holding Company Act"), and is
registered with the Federal Reserve Board. 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.

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
Financial Institutions 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

36
<PAGE> 38

debts are in excess of the reserve for possible credit losses). Under the
foregoing laws and regulations, at September 30, 1994, approximately $277.5
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 Plant State

Plant State is chartered by the State of Florida. It is subject to
comprehensive regulation, examination and supervision by the Florida Department
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 as to permissible investments. Plant
State is examined periodically by both the Florida Department and the FDIC, to
each of whom it submits regular periodic reports regarding its financial
condition and other matters. Both the Florida Department and the FDIC 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 Plant State, including the
institution of cease and desist orders and the removal of directors and
officers. Plant State's deposit accounts are insured by the Bank Insurance
Fund (the "BIF") of the FDIC up to a maximum of $100,000 per insured depositor.
The FDIC issues regulations, has authority to conduct periodic examinations,
requires the filing of reports and generally supervises the operations of its
insured banks. This supervision and regulation is intended primarily for 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.

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. 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 September 30, 1994, SouthTrust
and all of SouthTrust's subsidiary banks were sufficiently capitalized to be
considered "well capitalized." See "SUPERVISION AND REGULATION - The Federal
Deposit Insurance Corporation Improvement Act." 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 the 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

37
<PAGE> 39

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.

Plant State, as a state non-member bank, is subject to the capital
adequacy guidelines specified by the FDIC. In order to avoid being considered
undercapitalized, the FDIC requires Plant State to maintain a minimum Tier 1
capital of 4%, Tier 1 leverage ratio of at least 4% and total risk-based
capital of at least 8% of risk weighted assets. At September 30, 1994, Plant
State was sufficiently capitalized to be considered "well capitalized."

The following table sets forth the various regulatory capital ratios
of each of SouthTrust and Plant State as of the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------------------
SOUTHTRUST 1993 1992
---------- ---- ----
<S> <C> <C>
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . 8.55% 8.67%
Total risk-based capital* . . . . . . . . . . . . . . . 12.39 12.18
Leverage ratio* . . . . . . . . . . . . . . . . . . . . 6.51 6.48

YEAR ENDED
DECEMBER 31,
--------------------------
PLANT STATE 1993 1992
----------- ---- ----

REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . 16.28% 10.82%
Total risk-based capital* . . . . . . . . . . . . . . . 17.54 12.07
Leverage ratio* . . . . . . . . . . . . . . . . . . . . 12.95 8.19

</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.

The Federal Deposit Insurance Corporation Improvement Act

In December 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") became law. FDICIA substantially revised
the depository institution regulatory and funding provisions of the Federal
Deposit Insurance Act and made 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

38
<PAGE> 40

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 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 Plant State.

The Riegle-Neal Interstate Banking and Branching Efficiency Act

In September 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Banking Act") became law. The
Interstate Banking Act has two major provisions regarding the merger,
acquisition and operation of banks across state lines. First it provides that
effective September 29, 1995, adequately

39
<PAGE> 41

capitalized and managed bank holding companies will be permitted to acquire
banks in any state. State laws prohibiting interstate banking or
discriminating against out-of-state banks will be preempted as of the effective
date. States cannot enact laws opting out of this provision; however, states
may adopt a minimum age restriction requiring that target banks located within
the state be in existence for a period of years, up to a maximum of five years,
before such bank may be subject to the Interstate Banking Act. The Interstate
Banking Act establishes deposit caps which prohibit acquisitions that would
result in the acquirer controlling 30% or more of the deposits of insured banks
and thrifts held in the state in which the acquisition or merger is occurring
or in any state in which the target maintains a branch or 10% or more of the
deposits nationwide. State-level deposit caps are not preempted as long as
they do not discriminate against out-of-state acquirers, and the federal
deposit caps apply only to initial entry acquisitions.

In addition to the foregoing, the Interstate Banking Act provides that
as of June 1, 1997, adequately capitalized and managed banks will be able to
engage in interstate branching by merging banks in different states. However,
unlike the interstate banking provision, states may opt out of the application
of this provision by enacting specific legislation before June 1, 1997. If a
state does opt-out, banks will be required to comply with the such state's
provisions with respect to branching across state lines.

CERTAIN INFORMATION CONCERNING THE
BUSINESS OF PLANT STATE

GENERAL

Plant State was organized in 1986 as a banking corporation under the
laws of the State of Florida and began operation in September 1986 with the
primary purpose of serving the banking needs of the residents of Hillsborough
County, Florida and surrounding areas. Since its organization, Plant State 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

Plant State's sole office is located at 202 Wheeler Street, Plant
City, Florida. Plant City, Florida is located in the eastern portion of
Hillsborough County, Florida, which is located on the west coast of the State
of Florida and has a population of approximately 25,000 people. Plant State's
office is approximately 24 miles east of Tampa, Florida and 10 miles west of
Lakeland, Florida. At April 1994, Hillsborough County, Florida and Polk
County, Florida had residential populations of approximately 865,000 people and
430,000 people, respectively. While Plant State's overall market area extends
throughout Hillsborough County, at the present time it draws most of its
business from within eastern Hillsborough County (the Plant City area) and Polk
County and estimates that more than 75% of its business comes from customers
whose business or residences are located in Plant State's Primary Service Area.
Plant State's Primary Service Area is the region bounded on the east by the
Hillsborough/Polk County line, on the north by the Hillsborough/Pasco County
line, on the west by a number of different roads approximating the alignment of
Gallagher Road, and on the south by a number of different roads approximately
the alignment of Nichols Road. The service area was determined by evaluating a
number of factors including but not limited to, natural and man-made barriers,
competition in the area, transportation networks and the distance persons will
customarily travel to conduct their banking business. Another consideration in
determining the service area was the fact that Plant City has historically been
a focal point for business activity in northeastern Hillsborough County. Plant
State intends, for the near future, to service (with only few exceptions) only
residents and businesses located in Hillsborough and Polk Counties, but may
choose to accept some business from outside these areas.

DEPOSIT ACTIVITIES

Plant State's deposit services include interest bearing and
non-interest bearing business and individual checking accounts, savings
accounts, NOW accounts, certificates of deposit, money market accounts and IRA
accounts. It is the policy of Plant State to monitor its competition in order
to keep the rates paid on its deposits at a competitive level. For additional
information regarding Plant State's deposit accounts, see "PLANT STATE
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Deposits."

40
<PAGE> 42

LOAN ACTIVITIES

Plant State 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. Plant State's loans are concentrated in three major
areas: commercial loans, construction and real estate loans, and installment
loans. As of September 30, 1994, approximately 40% of the loan portfolio
consisted of loans secured by first or second mortgages on residential or
commercial real estate located in Hillsborough and Polk Counties and the
surrounding areas.

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

Plant State'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). Plant
State 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 Plant State's policy to require a minimum of
20% down payment on commercial real estate loans.

Plant State'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 Plant State's loans portfolio,
see "PLANT STATE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Loan Portfolio" and "- Risk Elements of Loan
Portfolio."

OTHER SERVICES

Plant State provides most other traditional commercial and consumer
banking services, including credit card, money orders, traveler's cheques,
notary service, safe deposit services and wire transfers. Plant State does not
own its own automatic teller machine (ATM). It does, however, offer debit
cards to its customers which can be used at ATMs which allow access to the
HONOR network.

COMPETITION

The banking industry in general, and Plant State's Primary Service
Area in particular, is characterized by significant competition for both
deposits and lending opportunities. In its market area, Plant State competes
with other commercial banks, savings and loan associations, credit unions,
finance companies, mutual funds, insurance companies, brokerage and investment
banking firms and various other non-bank competitors. Competition for deposits
may have the effect of increasing the rates of interest Plant State will pay on
deposits, which would increase Plant State's cost of money and possibly reduce
its net income. Competition for loans may have the effect of lowering the rate
of interest Plant State will receive on its loans, which would lower Plant
State's return on invested assets and possibly reduce its net income. Many of
Plant State's competitors have been in existence for a significantly longer
period of time than Plant State and may offer certain services, such as trust
services, that Plant State does not provide at this time. The profitability of
Plant State depends upon its ability to compete in its market area.

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 all
types has increased significantly. See "SUPERVISION AND REGULATION - The
Riegle-Neal Interstate Banking and Branching Efficiency Act." There are
approximately 195 established or future offices of commercial banks and savings
and loan associations located in Hillsborough County and 117 established or
future offices of commercial banks and savings and loan associations located in
Polk County.

41
<PAGE> 43

SELECTED FINANCIAL DATA OF PLANT STATE

<TABLE>
<CAPTION>
Nine Months Ended
September, 30 Years Ended December 31,
------------------- -----------------------------------------------------------
(In Thousands) 1994 1993 1993 1992 1991 1990 1989
--------- -------- ---------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Interest Income $ 1,374 $ 981 $ 1,347 $ 1,111 $ 812 $ 502 $ 463
Provision for Loan Losses 306 81 167 246 303 221 160
Net Income (Loss) 288 682 744 267 12 (498) (322)
Per Share Data:
Net Income (Loss) 0.98 2.91 3.18 1.14 0.05 (2.13) (2.58)
Cash Dividends 0.45 0 0 0 0 0 0

Total Average Stockholders'
Equity 3,946 2,529 2,678 2,077 1,937 1,502 1,663
Total Average Assets 38,416 30,047 30,540 26,949 23,989 19,277 17,076

Ratios:
Average Equity to Assets 10.27% 9.19% 8.77% 7.68% 7.73% 8.42% 8.49%
Return on Average Equity 9.73 23.15 27.78 8.46 0.44 (33.17) (19.38)
Return on Average Assets 1.0 1.92 2.44 0.64 0.03 (2.57) (1.89)
</TABLE>

42
<PAGE> 44

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

OVERVIEW

Plant State commenced operations on September 30, 1986, with
$2,520,954 in capital after deducting $104,046 of pre-opening expenses from the
proceeds of its initial stock offering. Plant State's activities since
inception have primarily consisted of accepting deposits and originating a
variety of loans. Plant State, as a local independent bank, follows a
philosophy of developing its equity and deposit base and focusing its lending
activities within its market area. Plant State's total assets remained flat
from 1987 through 1989, though Plant State's capital ratios declined due to the
operating losses which were incurred. See "- Liquidity and Capital Resources."
Plant State's senior management was replaced in March of 1990 upon the
acquisition by James K. Murray, Jr. of 59.7% of Plant State's Common Stock.
Since that time, Plant State's total interest-earning assets, total assets, and
total deposits have grown as follows:

(In Thousands)

<TABLE>
<CAPTION>
March 31, December 31, December 31, December 31, September 30,
1990 1991 1992 1993 1994
-------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Total Assets $17,470 $25,118 $28,735 $32,826 $42,360
Total Deposits 15,810 23,028 26,423 28,706 35,545
Total Loans, Net 8,279 17,681 17,144 22,208 27,448
</TABLE>

The following discussion and analysis is based upon Plant State's
results of operations and financial condition for the years ended December 31,
1993, 1992, and 1991 and for the nine months period ended September 30, 1994
and 1993, and should be read in conjunction with the Financial Statements of
Plant State and the related Notes appearing elsewhere in this Proxy
Statement/Prospectus. Unless otherwise noted, all average information has been
derived from quarterly Call Reports filed by Plant State with the FDIC.

RESULTS OF OPERATIONS

Plant State's net income for the year ended December 31, 1993 was
$744,000 versus net income of $267,000 for the year ended December 31, 1992.
Plant State had a net income of $12,000 for the year ended December 31, 1991.
On a per share basis, net income for the years ended December 31, 1993, 1992
and 1991 was $3.18, $1.14, and $.05 per share, respectively.

The increase in net income from $12,000 in 1991 to approximately
$267,000 in 1992 represented decreased loan charge-offs ($272,000 versus
$174,000 in 1992) and an increased interest rate spread of 3.37% in 1991 versus
4.26% in 1992.

The increase in net income from $267,000 in 1992 to approximately
$744,000 in 1993 represented decreased loan charge-offs ($174,226 versus
$45,055 in 1993), decreased loan provisions ($245,864 versus $167,206 in 1993),
an increased interest rate spread of 4.26% in 1992 versus 4.33% in 1993, and
the adoption of FAS 109 which resulted in an increase to income of $242,960.

Net income for the nine months ended September 30, 1994 was $288,000,
compared to $682,000 for the nine months ended September 30, 1993. This
decrease was the result of several different factors. Although the interest
rate spread increased from 4.42% through September 30, 1993, to 4.48% through
September 30, 1994, during 1993, Plant State adopted Statement of Financial
Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes". The
income effect of such adoption resulted in increased income of approximately
$242,960 or $1.04 per share for 1993. See Note 1 of "Notes to Plant State's
Financial Statements" for the nine months ended September 30, 1993 and 1992
where discussed. Additionally, during the nine months ended September 30,
1994,

43
<PAGE> 45

Plant State provided $306,000 for the loan loss reserve, as compared to $81,000
through the nine months ended September 30, 1993.

Net Interest Income . The major component of Plant State's earning
capacity is net interest income, which represents the difference or spread
between interest income on interest-earning assets, primarily loans, investment
securities and Federal funds sold, and interest expense on interest-bearing
liabilities, primarily deposits and borrowed funds. Net interest income
depends primarily on the volume of average interest-earning assets and average
interest-bearing liabilities and Plant State's interest rate spread, which is
the difference between the average yield earned on its loan and investment
portfolios and the average rate paid on its deposits and borrowings. Plant
State's interest rate spread is impacted by interest rates, deposit flows and
loan demands.

Plant State's net interest income was $1,342,000 for the year ended
December 31, 1993, $1,111,000 for the year ended December 31, 1992, and
$812,000 for the year ended December 31, 1991, representing an increase of 21%
from 1992 to 1993 and an increase of 37% from 1991 to 1992. Plant State's
interest rate spread was 4.33% for the year ended December 31, 1993, 4.26% for
the year ended December 31, 1992 and 3.37% for the year ended December 31,
1991. The increase in the interest rate spread for the year ended December 31,
1993 when compared to the year ended December 31, 1992 was due to the fact that
the yields on average interest- earning assets decreased at a slower rate than
the decline in the rates paid by Plant State on its deposits and borrowings due
to prevailing market conditions during the period. Net interest income also
increased during the comparable period due to an increase in Plant State's
total average interest-earning assets.

The increase in Plant State's interest rate spread of 3.37% in 1991 to
4.26% in 1992 was caused by the same factors that caused the increase from 1992
to 1993. Specifically, the declining rate environment allowed Plant State to
lower the rate paid by Plant State on its deposits and borrowings faster than
the rate of decline on its interest-earning assets. In addition, Plant State
experienced an increase in its interest-earning assets.

Interim data for the nine months ended September 30, 1994 and 1993
showed similar results. Net interest income increased from $1,308,000 through
September 30, 1993 to $1,832,000 through September 30, 1994. This increase in
net income was a result of an increased level of average interest-earning
assets which increased from $27,455,000 at September 30, 1993 to $36,003,000 at
September 30, 1994.

The following table shows for each category of interest-earning
liabilities, the average balance outstanding, the amount of interest earned or
paid on such amounts and the average yield earned or rate paid thereon for the
three years ended December 31, 1993, 1992 and 1991 and for the nine months
ended September 30, 1994 and 1993. The table also shows the net yield on
interest- earning assets for each of those periods.

44
<PAGE> 46

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------------------------------
1993 1992 1991
--------------------------- --------------------------- ---------------------------
Average Average Average
Balance Interest Yield/Rate Balance Interest Yield/Rate Balance Interest Yield/Rate
------- -------- ---------- ------- -------- ---------- ------- -------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:

Interest Earning Assets:
Loans $18,708 $1,756 9.39% $16,851 $1,710 10.15% $16,767 $ 1,805 10.77%
Securities/Fed Funds/
Interest Bearing
Deposits 9,766 453 4.64% 7,576 445 5.87% 4,741 363 7.66%
------- ------ ------- ------ ------- -------
Total Interest
Earning Assets $28,474 $2,209 7.76% $24,427 $2,155 8.82% $21,508 $ 2,168 10.08%

Non-Interest
Earning Assets:
Cash/Due From 698 555 555
P&E, net 958 977 1,028
Accrued Interest
Receivable 167 170 208
OREO 297 478 447
Other Assets 358 649 511
Allowance for Loan
Loss (412) (307) (268)
------ -------- -------
Total Assets $30,540 $26,949 $23,989

LIABILITY AND
SHAREHOLDERS EQUITY:
Interest Bearing
Liabilities:
NOW/MM/Pub.Funds/
Fed Fund $12,362 $ 334 2.70% $10,258 $ 366 3.57% $ 4,987 $ 231 4.63%
Savings Deposits 1,314 34 2.59% 1,246 42 3.37% 1,393 67 4.81%
Time Deposits 11,611 499 4.30% 11,388 636 5.58% 13,843 1,058 7.64%
------- ------ ------- ------ ------ -------
Total Interest
Bearing Liabilities $25,287 $ 867 3.43% $22,892 $1,044 4.56% $20,223 $ 1,356 6.71%

Non-interest
Liabilities:
Demand Deposits $ 2,462 $ 1,759 $ 1,552
Other Liabilities 113 220 277
------- ------- ------
Total Liabilities 27,862 24,871 22,052
Total Shareholders'
Equity 2,678 2,077 1,937
------- ------- ------
Total Liabilities and
Shareholders' Equity $30,540 $26,948 $23,989
======= ======= =======

Net Interest Income 1,342 1,111 812
====== ====== =======

Interest Rate Spread 4.33% 4.26% 3.37%
===== ===== =====

Net Yield Interest
Earning Assets(1) 4.71% 4.55% 3.78%
</TABLE>
_____________________
(1) Net yield on interest-earning assets is determined by dividing net
interest income by total average interest-earning assets.

45
<PAGE> 47

<TABLE>
<CAPTION>
For the Nine Months Ended September 30,
---------------------------------------------------------------------
1994 1993
--------------------------------- --------------------------------
Average Average
Balance Interest Yield/Rate Balance Interest Yield/Rate
------- -------- ---------- ------- -------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:

Interest Earning Assets:
Loans $24,645 $2,217 9.00% $17,372 $ 1,700 9.79%
Securities/Fed Funds/
Interest Bearing
Deposits 11,358 588 5.18% 10,083 473 4.69%
------- ------ ------- -------
Total Interest Earning
Assets $36,003 $2,805 7.79% $27,455 $ 2,173 7.91%

Non-Interest Earning Assets:
Cash/Due From 1,115 717
P&E, net 956 960
Accrued Interest Receivable 231 162
OREO 248 308
Other Assets 379 849
Allowance for Loan Loss (516) (404)
------- -------
Total Assets $38,416 $30,047
LIABILITY AND SHAREHOLDERS'
EQUITY:
Interest Bearing Liabilities:
NOW/MM/Pub.Funds/
Fed Fund $12,749 $ 336 2.64% $12,094 $ 340 2.81%
Savings Deposits 1,417 32 2.26% 1,301 35 2.69%
Time Deposits 15,262 605 3.97% 11,370 490 4.31%
------- ------ ------- -------
Total Interest Bearing
Liabilities $29,428 $ 973 3.31% $24,765 $ 865 3.49%

Non-interest Liabilities:
Demand Deposits $ 4,870 $ 2,403
Other Liabilities 172 350
------- -------
Total Liabilities 34,470 27,518
Total Shareholders' Equity 3,946 2,529
------- -------
Total Liabilities and
Shareholders' Equity $38,416 $30,047
======= =======

Net Interest Income 1,832 1,308
====== =======

Interest Rate Spread 4.48% 4.42%
===== =====

Net Yield Interest
Earning Assets(2) 5.09% 4.76%
===== =====
</TABLE>

______________________________
(2) Interest for the nine months ended September 30, 1994 and 1993 has
been annualized for purposes of calculating yield.

The following table represents the effect on net interest income of
changes from prior comparable periods in volume, rate and rate/volume for the
categories of interest-earning assets and interest-bearing liabilities set
forth below and for the periods indicated. The effect of a change in volume
has been determined by applying the rate in the earlier period to the change in
volume during the current period. The effect of a change in rate was

46
<PAGE> 48

determined by applying the change in the rate from the earlier period to the
volume from the earlier period. The rate/volume variance has been allocated to
the volume variance. Average quarterly balances of all categories in each
reported period were used in the volume computations. Average quarterly rates
in each period were used in rate computations.

<TABLE>
<CAPTION>
Nine Months Ended September 30, 1994
1992 Compared to 1991 1993 Compared to 1992 to September 30, 1993
Increase (Decrease) Increase (Decrease) Increase (Decrease)
----------------------- ----------------------- ---------------------------------------------
Volume Rate Net Volume Rate Net Volume Rate Net
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Earned On:

Loans 9 (104) (95) 174 (128) 46 654 (137) 517
Investment Securities/
Federal funds sold/
interest-bearing
deposits in banks 167 (85) 82 102 (94) 8 66 49 115
---- ---- ---- --- ----- ---- --- ----- ---
Total interest income 176 (189) (13) 276 (222) 54 720 (88) 632

Interest paid on:

NOW accounts/ 188 (53) 135 57 (89) (32) 17 (21) (4)
money market/public
funds
Savings Deposits (5) (20) (25) 2 (10) (8) 3 (6) (3)
Time Deposits (137) (285) (422) 10 (147) (137) 154 (395) 115
---- ---- ---- --- ----- ----- --- ----- ---
Total interest expense 46 (358) (312) 69 (246) (177) 174 (66) 108
---- ---- ---- --- ----- ----- --- ----- ---

Net interest income 130 169 299 207 24 231 546 (22) 524
---- ---- ---- --- ----- ----- --- ----- ---
</TABLE>

Asset/Liability. Plant State seeks to maintain a program of asset and
liability management designed to limit its vulnerability to interest rate risk.
The principal measure of Plant State's exposure to interest rate risk is its
interest rate sensitivity "gap," which is the difference between interest rate
sensitive assets and interest rate sensitive liabilities. An asset or
liability is considered to be interest rate sensitive if it will reprice or
mature within the period analyzed, usually one fiscal year. A gap is
considered positive when the amount of interest rate sensitive assets exceeds
the amount of interest rate sensitive liabilities. When the opposite occurs,
the gap is considered to be negative. During periods of rising interest rates,
a negative gap would tend to adversely affect net interest income, while a
positive gap would tend to result in an increase in net interest income.
During periods of declining interest rates, the inverse would tend to occur.
If the maturities of Plant State's assets and liabilities were equally flexible
and moved concurrently, the impact of any material or prolonged increase (or
decrease) in interest rates on net interest income would be minimal.

Plant State's asset and liability policies are directed toward
matching, to the extent possible, its interest rate sensitive assets and
interest rate sensitive liabilities to achieve and maintain a satisfactory
differential between its interest income and interest expense regardless of the
general level and movement of interest rates. To this end, Plant State's
management reviews on a periodic basis the duration of asset and liability
categories. The following tables summarize the interest rate sensitive assets
and liabilities of Plant State at September 30, 1994, based on the period
during which they mature or are subject to repricing.

47
<PAGE> 49

Maturity and Repricing Analysis
at September 30, 1994
(dollars in thousands, except ratios)

<TABLE>
<CAPTION>
Repricing Repricing Repricing
within 90 days within 1 fiscal year within 5 fiscal years
-------------- -------------------- ---------------------
<S> <C> <C> <C>
Rate sensitivity assets (RSA) $20,577 $24,102 $32,196
Rate sensitivity liabilities (RSL) 22,644 32,334 38,345
Cumulative rate sensitivity gap (2,067) (8,232) (6,149)

Cumulative rate sensitivity ratio
(RSA/RSL) 90.87% 74.54% 83.96%
Ratio of cumulative rate sensitivity -10.05% -34.15% -19.10%
gap to RSA

Gap as a percent of total assets -4.88% -19.43% -14.52%
</TABLE>

Interest-earning Assets. The increase or decrease in average
interest-earning assets and the percentage of average loans to total average
interest-earning assets for the three years ended December 31, 1993, 1992 and
1991 and for the nine months ended September 30, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
% Increase Average loans as a %
For the year ended Average interest- (decrease) over of total average
December 31, earning assets previous year interest-earning assets
- -------------------------- ----------------- --------------- -----------------------
<S> <C> <C> <C> <C>
1993 $ 28,474,000 16.57% 65.70%
1992 24,427,000 13.57% 68.99%
1991 21,508,000 26.88% 77.96%

% Increase Average loans as a %
For the nine months ended Average interest- (decrease) over of total average
September 30, earning assets previous year interest-earning assets
- ---------------------------- ----------------- --------------- -----------------------

1994 $ 36,003,000 31.13% 68.45%
1993 27,455,000 15.11% 63.27%
</TABLE>

The increase in average interest-earning assets from December 31, 1991
to 1992 was predominantly the result of a substantial increase in the
securities portfolio from $4,741,000 to $7,576,000. The increase in average
interest-earning assets from December 31, 1992 to 1993 was predominantly the
result of an increase in the loan portfolio from $16,851,000 to $18,708,000 and
an increase in the securities portfolio from $7,576,000 to $9,766,000.

Average interest-earning assets increased from the nine months ended
September 30, 1993 to the nine months ended September 30, 1994. Plant State's
increased loan activity resulted from the hiring of an additional commercial
loan officer. Accordingly, average loans as a percentage of total average
interest-earning assets increased during this period.

Non-interest Earning Assets. Average non-interest earning assets
accounted for 6.76% of average total assets at December 31, 1993 compared with
9.36% of average total assets at December 31, 1992 and 10.34% of total average
assets at December 31, 1991. Average non-interest earning assets accounted for
6.28% of average total assets at September 30, 1994 compared with 8.62% of
average total assets at September 30, 1993. Non-

48
<PAGE> 50

interest earning assets at December 31, 1993 and September 30, 1994 primarily
consisted of cash and funds placed in accounts with other banks, property and
equipment, accrued interest receivable and other real estate owned.

Funding Sources. The primary source of funds for Plant State's
lending and investing activities is deposits. The following table summarizes
Plant State's average deposits at December 31, 1993, 1992 and 1991 and at
September 30, 1994 and 1993:

<TABLE>
<CAPTION>
Average Deposits
----------------------------------------------------------------------
Nine Months
Year Ended December 31, Ended September 30,
----------------------------------------- -------------------------
1991 1992 1993 1993 1994
------------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Demand deposits $ 1,345,024 $ 1,587,768 $ 2,462,171 $ 2,266,348 $ 4,867,880
NOW accounts, money market 5,194,493 10,429,252 12,187,360 12,230,065 12,400,169
Savings deposits 1,392,926 1,246,399 1,314,450 1,301,122 1,417,029
Time deposits 13,842,558 11,388,417 11,610,720 11,369,536 15,262,047
---------- ---------- ---------- ---------- ----------

Total $ 21,775,001 $ 24,651,836 $ 27,574,701 $ 27,167,071 $ 33,947,125
========== ========== ========== ========== ==========
</TABLE>

As of September 30, 1994, deposits of Plant State were distributed
among demand deposits (14.34%), savings and time deposits (49.13%), and NOW
accounts and money market deposits (36.53%). Plant State's deposits are
attracted primarily from individuals and professionals and also from small and
medium size businesses and agricultural enterprises located predominantly in
Plant State's Primary Service Area. As of September 30, 1994, approximately
19% of Plant State's total deposits were from businesses and approximately 81%
were from individuals. Management of Plant State does not believe that the
loss of any one or a few of its deposit accounts would have a materially
adverse effect upon the operations of Plant State or erode its deposit base.

The increase in Plant State's interest-earning assets from year end
1991 to year end 1993 was funded principally through increased deposits during
those periods. The increase in average deposits from year end 1991 to year end
1992 and from year end 1992 to year end 1993 was 13.21% and 11.86%
respectively. Although this increase in deposits provided the necessary funds
to support Plant State's aggressive lending and investing activities during
that period, the decreased yields paid by Plant State on its deposits during
the declining rate environment from 1991 to 1993 contributed to an increase in
the net interest margin on Plant State's interest-earning assets during this
period.

Plant State's average deposits have increased by approximately 24.96%
for the nine months ended September 30, 1994 compared with the nine months
ended September 30, 1993. This increase is the result of aggressive rates and
promotions on new deposit accounts offered by Plant State. It is also a result
of the additional credit relationships Plant State has established during this
time. The increased funds generated by such deposits have been utilized to
fund additional lending and investing activity during year 1994. Approximately
86% of deposits at September 30, 1994 represent interest-bearing accounts.
This is typical of Plant State's market area which is influenced by a wealthy
retirement segment and is very competitive in terms of the number of financial
institutions present.

Other Operating Income. Plant State's other operating income was
$267,000 for the year ended December 31, 1993 as compared to $256,000 for the
year ended December 31, 1992 and $196,000 for the year ended December 31, 1991.
Plant State's other operating income was $194,000 for the nine months ended
September 30, 1994 as compared to $193,000 for the nine months ended September
30, 1993. Plant State's other operating income is comprised primarily of loan
fees, rental fees from the rental of office space in Plant State's building,
service charges on deposit accounts, NSF charges and safe deposit box rental
fees. The growth in other operating income during 1994 is due primarily to
increased service charges on deposit activity.

Other Operating Expenses . The following table sets forth Plant State's
other operating expenses for the years ended December 31, 1993, 1992 and 1991
and for the nine months ended September 30, 1994 and 1993:

49
<PAGE> 51

<TABLE>
<CAPTION>
Nine Months
Year Ended December 31, Ended September 30,
----------------------------------------- -------------------------
1991 1992 1993 1993 1994
------------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Employee compensation and
benefits $ 326,751 $ 387,711 $ 461,670 $ 336,528 $ 397,380
Occupancy and equipment 180,862 156,586 131,746 98,049 99,635
Legal and professional fees 47,233 66,805 37,991 30,499 34,181
Data processing 50,193 51,759 54,480 40,574 47,713
FDIC insurance 43,563 51,945 59,459 44,288 51,150
Supplies 34,203 35,011 45,538 29,864 30,346
Insurance 38,848 38,473 30,048 22,650 23,786
Taxes and licenses 14,148 16,777 19,032 14,620 14,034
Dues, memberships and
subscriptions 13,751 12,970 15,219 11,259 17,980
Advertising and promotion 6,170 11,170 9,829 8,095 8,051
Writedown of other real
estate owned 0 0 109,438 84,143 28,470
Other 27,539 103,145 75,814 67,490 63,410
------------- ---------- ------------ ----------- ----------

Total $ 783,261 $ 932,352 $ 1,050,264 $ 788,059 $ 816,136
============= ========== ============ =========== ==========
</TABLE>

For the three year periods from 1991 to 1993, other operating expenses
have grown at an average annual rate of 15.84%. The principal reasons for the
change in other operating expenses from 1991 to 1993 were an increase in
employee compensation coupled with an increase in the costs of FDIC insurance,
offset by lower occupancy costs.

Employee compensation and benefits increased 18.66% from the year
ended December 31, 1991 to the year ended December 31, 1992, and increased
19.08% from the year ended 1992 to the year ended 1993. For the nine months
ended September 30, 1993 compared to the nine months ended September 30, 1994
employee compensation increased 18.08%. These fluctuations were primarily due
to changes in the number of employees and senior officers. Plant State also
hired two new commercial lenders during the nine months ended September 30,
1994.

Allowance for Loan Losses. The allowance for the loan losses is
established through a provision for loan losses charged to expense. Loans are
charged against the allowance for loan losses when management of Plant State
believes that the collectibility of the principal on such loans is unlikely.
The allowance is an amount that management of Plant State believes will be
adequate to absorb losses inherent in existing loans and commitments to extend
credit, based on evaluations of the collectibility of loans, which takes into
consideration any prior loan loss experience on loans and commitments to extend
credit. The evaluations also take into consideration such factors as changes
in the nature and volume of the loan portfolio, overall portfolio quality, loan
concentrations, commitments, and current and anticipated economic conditions
that may affect the borrowers' ability to pay. Historical results indicate
that the greatest risk in Plant State's loan portfolio has arisen in the real
estate and installment loan categories. See "-Risk Elements of Loan Portfolio"
for a description of non-accrual loans and loans past due 90 days or more in
Plant State's loan portfolio.

The following table sets forth an analysis of Plant State's allowance
for loan losses for the periods indicated:

50
<PAGE> 52
<TABLE>
<CAPTION>
Nine Months
Year Ended December 31, Ended September 30,
----------------------------------------- -------------------------
1991 1992 1993 1993 1994
------------- ---------- ---------- ----------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Loan Loss Rollforward:

Beginning balance $ 263 $ 300 $ 375 $ 375 $ 500
Provision for loan loss 303 246 167 80 306
Loans charged off (272) (174) (45) (43) (288)
Recoveries 6 3 3 3 7
------------ ---------- ---------- ----------- ----------

Balance, end of period $ 300 $ 375 $ 500 $ 415 $ 525
============ ========== ========== =========== ==========

Ratio of net charge-offs
during the period to average loans
outstanding during the period -1.59% -1.01% -1.12% -0.23% -1.83%
</TABLE>

At December 31, 1993 and September 30, 1994, Plant State's loan loss
reserve was 1.91% and 2.19%, of loans, respectively. Management of Plant State
will continue to monitor Plant State's loan loss reserve and intends to
maintain a loan loss reserve in the future which exceeds its peer group. The
peer group's loan loss reserve was approximately 1.51% of loans as of June 30,
1994. Any future increase in the loan loss reserve would be charged to current
operations and thus reduce income or increase the operating loss, as the case
may be.

Plant State conducts a quarterly review of the allowance for loan
losses and seeks to maintain a balance which is adequate but not excessive
based on all the available evidence.

INCOME TAXES

In January 1993, Plant State adopted Statement of Financial Accounting
Standards No. 109 (FAS 109), "Accounting for Income Taxes". The adoption of
FAS 109 changed Plant State's method of accounting for income taxes from the
deferred method (APB 11) to an asset and liability approach. Previously, Plant
State deferred the tax effects of timing differences between financial and tax
reporting. The asset and liability approach requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities
for financial reporting and tax purposes.

The adoption of FAS 109 resulted in a net adjustment to the balance
sheet at January 1, 1993 of $242,960. This amount is reflected in net income
for the nine months ended September 30, 1993 as the cumulative effect of change
in accounting principle. This adjustment primarily reflects the effect of
recognizing a deferred tax asset for the benefit of a loss carryforward that
could not be recorded under the old accounting rules.

The provision for income taxes charged to continuing operations for
the nine months ended September 30, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>
Nine months
ended September 30,
----------------------------
1994 1993
---- ----
<S> <C> <C>
Current Liability $ (123,901) $ 0
Deferred expense (33,767) (104,274)
Change in valuation allowance
for deferred tax asset 0 197,104
----------- ----------
Tax benefit/(expense) $ (157,668) $ 92,830
=========== ==========
</TABLE>

Deferred tax expenses through September 30, 1994 and for the nine
months ended September 30, 1993, represents the change in deferred tax assets
and liabilities since January 1 of each year. Deferred tax assets and
liabilities were initially recorded at January 1, 1993 in connection with Plant
State's adoption of FAS 109. Deferred

51
<PAGE> 53

tax assets relate primarily to recognized future benefits of available tax loss
carryforwards and bad debt expense recognized in the financial statements in
excess of that recognized on Plant State's tax return. Deferred tax
liabilities result primarily from tax depreciation in excess of that record in
the financial statements.

Under FAS 109, a valuation allowance is recorded if, based on
available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized. Plant State recorded a valuation allowance at
January 1, 1993 of $197,104 when FAS 109 was initially adopted. This valuation
allowance relates to the deferred tax asset recorded for the future benefit of
Plant State's operating loss carryforward. This allowance was reversed during
the period ended September 30, 1993 as Plant State concluded that realization
of the full tax benefit of the operating loss carryforward was now more likely
than not. This allowance was zero at December 31, 1993.

Gross deferred tax assets and liabilities at September 30, 1994 were
$327,368 and $52,024, respectively. Deferred tax expense recognized through
September 30, 1994 was $33,767 and Plant State had a current income tax
liability at September 30, 1994 of approximately $123,901.

As of January 1, 1994, Plant State had net operating loss
carryforwards of approximately $879,000 available to offset future taxable
income. These net operating loss carryforwards expire in the years 2001
through 2005. The loss carryforward available for the year 1994 is
approximately $207,000. The amount available for all years thereafter through
full utilization is approximately $154,000 plus the amount of loss carryforward
not used in any prior tax year.

LIQUIDITY AND CAPITAL RESOURCES

The average life of Plant State's investment portfolio at September
30, 1994 is approximately two years. See "-Investment Securities." It is the
objective of Plant State to maintain a loan to deposit ratio of approximately
75%. Plant State has not experienced liquidity problems in the past due to
growth in Plant State's deposit base and weak loan demand caused by a general
decline in the economy over the past three years. As a result, Plant State
maintained a liquidity level in excess of 25% for most of 1993 and 1994. In
the future, current, seasonal and unanticipated liquidity requirements will be
met by managing the maturity structure of high quality marketable assets and by
maintaining discretionary access to short term funding sources. Plant State
currently maintains Federal Funds borrowing lines and a reserve repurchase
agreement with various correspondents which aggregate $2,500,000 and $800,000
respectively.

In the normal course of business, the capital position of Plant State
is reviewed by management of Plant State to ensure that Plant State's capital
is adequate and consistent with expected growth. The capital position of Plant
State represents the level of capital needed to support Plant State's
expansion. Since Plant State's inception, the primary capital to support Plant
State's asset base has come entirely from the original capitalization of Plant
State, secondary offerings which took place on September 7, 1990 and October
29, 1993, and internally generated profits.

The FDIC has specified guidelines for purposes of evaluating a bank's
capital adequacy. Those guidelines assign weighted levels of risk to asset
categories to measure capital adequacy. Specifically, in order to avoid being
considered undercapitalized, the FDIC requires Plant State to maintain a
minimum Tier 1 Capital of at least 4%, Tier 1 Leverage ratio of at least 4% and
a total risk-based capital of at least 8% of risk weighted assets. As of
September 30, 1994 Plant State met the requirements to be categorized as a well
capitalized institution under the newly adopted FDIC regulations. See
"SUPERVISION AND REGULATION-Capital Guidelines."

At December 31, 1993 and September 30, 1994, Plant State had no
significant commitments for capital expenditures. At December 31, 1993 and
September 30, 1994, Plant State had commitments to extend lines of credit of
approximately $2,872,000 and $6,089,000, respectively, which are disbursed
subject to certain limitations. Substantially all of the December 31, 1993 and
September 30, 1994 figures consist of the undrawn portions of commercial loan
lines of credit. At December 31, 1993 and September 30, 1994, Plant State had
in place standby letters of credit of approximately $70,000 and $169,000,
respectively. As of the date hereof, none of the letters of credit in place at
December 31, 1993 had been exercised and Plant State does not expect that any
of the letters of credit in place as of September 30, 1994 will be exercised
within the current year. Plant State had no commitments to purchase loans at
December 31, 1993 and September 30, 1994, respectively.

52
<PAGE> 54

IMPACT OF INFLATION

The financial statements and related data presented herein have been
prepared using the measurement of financial position and operating results in
terms of historical dollars without considering changes in the relative
purchasing power of money over time due to inflation. The impact of inflation
on banks differs from its impact on nonfinancial institutions. Banks, as
financial intermediaries, have assets which are primarily monetary in nature
and which tend to fluctuate in concert with inflation. This is especially true
for banks with a high percentage of rate-sensitive interest-earning assets and
interest-bearing liabilities. A bank can reduce the impact of inflation if it
can manage its interest rate sensitivity gap. This gap represents the
difference between variable rate assets and variable rate liabilities. Plant
State attempted to structure its assets and liabilities and manage its interest
rate sensitivity gap accordingly, thus seeking to minimize the potential
effects of inflation. For information on Plant State's management of its
interest rate sensitive assets and liabilities, see "-Liquidity and Capital
Resources" and "- Asset/Liability Management."

The following tables contain information concerning the financial
condition and operations of Plant State for the period or periods, or as of the
date or dates, shown in each table. All average information is presented on a
daily basis and has been derived from quarterly Call Reports filed by Plant
State with the FDIC.

INVESTMENT SECURITIES

The following table sets forth the book value of Plant State's
investment portfolio at the dates indicated. Investment securities are stated
at cost adjusted for amortization of premiums and accretion of discounts, which
are recognized as adjustments to interest income.

<TABLE>
<CAPTION>
December 31, September 30,
-------------------------------------- -------------
1991 1992 1993 1994
---- ---- ---- ----
(dollars in thousands)
<S> <C> <C> <C> <C>
U. S. Treasury securities $ 604 $ 247 $ 806 $ 1,550
Agency and mortgage-based
securities 3,395 8,942 6,835 10,537
-------- -------- -------- --------

Total investment securities $ 3,999 $ 9,189 $ 7,641 $ 12,087
======== ======== ======== ========
</TABLE>

The following table sets forth the maturities of Plant State's investment
securities at December 31, 1993:

<TABLE>
<CAPTION>
After three After one After five
Within months but but within but within
three within one five ten
Total months year years years
----- ------ ------------ ------------- -------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
U. S. Treasury securities $ 806 $ 0 $ 0 $ 806 $ 0
Agency and mortgage-based
securities 6,835 0 3,020 882 2,933
-------- -------- ------- ------- -------

Total investment securities $ 7,641
========
</TABLE>

53
<PAGE> 55

The following table sets forth the maturities of Plant State's
investment securities at September 30, 1994:

<TABLE>
<CAPTION>
After three After one After five
Within months but but within but within
three within one five ten
Total months year years years
----- ------ ------------ ------------- -------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
U. S. Treasury securities $ 1,550 $ 0 $ 201 $ 1,349 $ 0
Agency and Mortgage-based
securities 10,218 0 2,638 2,134 5,446
-------- -------- ------- ------- -------

Total investment securities $ 11,768
========
</TABLE>

LOAN PORTFOLIO

The following table sets forth the composition of Plant State's loan
portfolio by type of loan at the dates indicated:

<TABLE>
<CAPTION>
December 31, September 30,
------------------------------------------------------ -------------------
1993 1992 1991 1990 1989 1994 1993
---- ---- ---- ---- ---- ---- ----
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Types of loans:
Commercial, financial and
agricultural $ 16,005 $ 13,721 $ 14,321 $ 11,159 $ 4,189 $ 19,508 $ 14,834
Real estate - construction 156 6 796 359 - 255 229
Real estate - mortgage 3,946 1,869 938 1,912 2,612 5,833 2,420
Installment loans to
individuals 2,643 1,974 1,944 1,808 2,006 2,442 1,928
Lease financing - - - - - - -
Foreign - - - - - - -
---------- --------- --------- --------- --------- --------- ---------

Total loans $ 22,750 $ 17,570 $ 17,999 $ 15,238 $ 8,807 $ 28,038 $ 19,411
---------- --------- --------- --------- --------- --------- ---------

Less:
Unearned income on consumer
loans (19) (24) - (6) (20) (17) (20)
Deferred loan fees (23) (27) (18) (26) (1) (48) (36)
Allowance for loan
losses (500) (375) (300) (263) (107) (525) (415)

Loans, net $ 22,208 $ 17,144 $ 17,681 $ 14,943 $ 8,679 $ 27,448 $ 18,940
========== ========= ========= ========= ========= ========= =========
</TABLE>

Commercial loans as presented above include loans for business
purposes secured by real estate mortgages. Real estate mortgage loans include
primarily consumer loans secured by residential mortgages. Plant State's loan
portfolio, which comprised 65.7%, 69.0% and 78.0% of Plant State's
interest-earning assets at December 31, 1993, 1992 and 1991, respectively,
decreased by 3.04% from 1991 to 1992, and increased by 11.02% from 1992 to
1993. Plant State's loan portfolio comprised 68.5% and 69.0% of Plant State's
interest-earning assets at September 30, 1994 and 1993, respectively. The
decreases from 1991 to 1992 was a result of management's effort to reduce
problem loans existing in the loan portfolio at that time. In 1993, Plant
State focused on increasing its loan portfolio in an effort to compensate for
the lower returns available on investment securities. During the latter part
of 1993, Plant State hired two additional commercial loan officers who have
contributed to the loan growth of Plant State for the nine months ended
September 30, 1994, which was 31.51%.

54
<PAGE> 56

Real estate related mortgages (mortgage and construction) comprised
approximately 18.47%, 10.93% and 9.81% of Plant State's loan portfolio at
December 31, 1993, 1992 and 1991, respectively. At September 30, 1994 and
1993, these figures were 22.18% and 13.99%, respectively. Commercial loans
comprised 72.07%, 78.07% and 79.57% as of December 31, 1993, 1992 and 1991,
respectively. For the nine months ended September 30, 1994 and 1993, these
figures were 71.07% and 76.42%, respectively. Thus the relative mix of Plant
States' loan portfolio has not changed substantially over the course of the
periods recorded above. It is management's intention to concentrate on
commercial, financial and agricultural type loans but seek diversity to the
extent diversification helps mitigate risks.

The following tables set forth the contractual maturities of loans
(excluding real estate mortgage and installment loans to individuals)
outstanding at December 31, 1993 and an analysis of sensitivities of loans due
to changes in interest rates. Variable interest rates are rates which vary
with the prime rate or as a result of the occurrence of a future event.

<TABLE>
<CAPTION>
December 31, 1993
Maturing
-------------------------------------------------------
Over one year
One year through five Over five
or less years years
----------- ------------- -----------
(dollars in thousands)
<S> <C> <C> <C>
Commercial and industrial $ 6,695 $ 4,401 $ 1,408
Agricultural 2,603 806 93
Real estate - construction 155 0 0
------- ------- --------
Total $ 9,453 $ 5,207 $ 1,501
======= ======= ========

Interest Sensitivity
----------------------------
Fixed Rate Variable Rate
---------- -------------
(dollars in thousands)
Amount of loans due after one year with:

Commercial and industrial $ 2,247 $ 3,563
Agricultural 72 826
Real estate - construction 0 0
------- --------
Total $ 2,319 $ 4,389
======= ========
</TABLE>

55
<PAGE> 57

<TABLE>
<CAPTION>
September 30, 1994
Maturing
-------------------------------------------------------
Over one year
One year through five Over five
or less years years
----------- ------------- -----------
(dollars in thousands)
<S> <C> <C> <C>
Commercial and industrial $ 8,178 $ 5,112 $ 3,004
Agricultural 1,839 1,021 354
Real estate - construction 255 0 0
------- ------- -------
Total $10,272 $ 6,133 $ 3,358
======= ======= =======

Interest Sensitivity
----------------------------
Fixed Rate Variable Rate
---------- -------------
(dollars in thousands)
Amount of loans due after one fiscal year with:

Commercial and industrial $ 2,260 $ 5,857
Agricultural 49 1,326
Real estate - construction 0 0
------- -------
Total $ 2,309 $ 7,183
======= =======
</TABLE>

RISK ELEMENTS OF LOAN PORTFOLIO

Loans on which the accrual of interest has been discontinued are
designated as non-accrual loans. Accrual of interest on loans is discontinued
when reasonable doubt exists as to the full, timely collection of interest or
principal. When a loan is placed on non-accrual status, all interest
previously accrued but not collected is reversed against current period
interest income. Income on such loans is then recognized only to the extent
that cash is received and where the future collection of principal is probable.
Interest accruals are resumed on such loans only when they are brought fully
current with respect to interest and principal and when, in the judgement of
management, the loans are estimated to be fully collectible as to both
principal and interest. This policy applies to all types of loans. Past due
loans reflect the total principal balance of any loans which are not being paid
as to principal or interest according to the terms of the contract. Other real
estate owned represents properties acquired through foreclosure.

The following table reports, for the periods indicated, loans
accounted for on a non-accrual basis, loans which are contractually past due 90
days or more as to interest or principal payments but have not been classified
as non-accrual, and loans which have been transferred to other real estate
owned status.

<TABLE>
<CAPTION>
December 31, September 30,
------------------------------------------------------ -------------------
1993 1992 1991 1990 1989 1994 1993
---- ---- ---- ---- ---- ---- ----
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Non-accrual loan $ 0 $ 98 $ 234 $ 172 $ 0 $ 49 $ 0
Loans past due 90 days
or more 0 0 48 61 0 0 0

Other real estate owned 263 473 495 455 510 235 263
------ ----- ----- ----- ----- ----- -----

Total $ 263 $ 571 $ 777 $ 688 $ 510 $ 284 $ 263
------ ----- ----- ----- ----- ----- -----
</TABLE>

For the twelve month period ended December 31, 1993 and the nine
months ended September 30, 1994, approximately $0 and $2,276, respectively, of
additional gross interest income would have been recorded in such periods by
Plant State if the non-accrual loans had been paid in accordance with their
original terms and had been

56
<PAGE> 58

outstanding throughout the period (or since origination, if held for part of
the period). No interest income from such loans was included in net income
during those periods.

At September 30, 1994, Plant State had only one loan for $48,771 in
non-accrual status. This represented a real estate mortgage on certain real
property that the owner subsequently sold, using the proceeds to pay Plant
State down by approximately $41,126. Plant State negotiated a settlement with
the borrower with respect to the deficiency by writing off approximately $4,000
and restructuring a monthly payment for the remainder over three years.

Other real estate owned at September 30, 1994 consists of two
properties. One property (written down to $0) is a vacant lot zoned Commercial
Intensive on Florida Avenue in Tampa, Florida. This property has approximately
$12,500 in delinquent property taxes and penalties owed on it. The other
property (approximately $235,000 book value on September 30, 1994) is a five
phase town house project located in Temple Terrace, Florida. The land is
located on the East Side of 78th Street, approximately 2,200 feet south of the
Temple Terrace Highway. It is currently listed with a commercial real estate
agent. This property was originally recorded at $523,000 prior to write downs
occurring over the last several years to reduce the property to management's
estimate of fair market value.

Generally, loans for construction and commercial real estate can
present a higher degree of risk to a lender depending upon, among other things,
whether the borrower has a permanent financing at the end of a loan period,
whether the project is income producing, and changing economic conditions.
Commercial and financial loans also entail certain additional risks since they
usually involve large loan balances to a single borrower or a related group of
borrowers, resulting in a more concentrated loan portfolio, and since their
repayment is usually dependent upon successful operation of the commercial
enterprise and is also subject to adverse conditions in the economy. While
there is no assurance that Plant State will not realize any losses on its
construction loans or commercial real estate loans, management is of the belief
that the degree of risk related to such loans is not significant to Plant
State.

Plant State has in its loan portfolio, credit extensions to a
wholesale produce broker that Plant State's management has internally
classified as substandard. The loans originally aggregated $100,000 and were
classified due to financial setbacks suffered by the borrower as a result of
loss on crop advances to growers adversely affected by Hurricane Andrew, and
employee defalcation. Plant State has written this debt down to $50,000 but
continues to monitor this loan closely.

Plant State and the borrower have worked out a repayment plan, and
assuming the borrower achieves budgeted results in 1994, at least $10,000 of
the debt will be repaid. The borrower is cooperative, and the loans are
current at September 30, 1994.

RESTRUCTURED LOANS

Plant State has in its portfolio, two restructured loans at September
30, 1994. A restructured loan is a loan in which a bank, for economic or legal
reasons related to a borrower's financial difficulties, grants a concession to
the borrower that it would not otherwise consider. The restructuring may
include (i) the transfer from the borrower to Plant State of real estate,
receivables from third parties, other assets, or an equity interest in the
borrower, in full or partial satisfaction of the loan, (ii) a modification of
the loan terms, or (iii) a combination of (i) and (ii). A loan extended or
renewed at a stated interest rate equal to the current interest rate for the
new debt with similar risk is not to be reported as a restructured loan.

In the instance of these two loans, the original terms have been
modified to accommodate the cash flow expectations of the borrowers and Plant
State has forgiven future interest payments and provided longer amortization
periods than are usual and customary.

One of the loans, which has a balance of $265,992 at September 30,
1994, is secured by shares of the common stock of a local, privately held
independent financial institution. Plant State believes that, as of September
30, 1994, the approximate liquidation value of the stock ranged from $166,344
(book value) to $250,000 (1.5 times book value). In addition, a note
receivable in the amount of $90,000 from a closely held company also secures
the loan. This loan is amortizing at $1,000 per month with an interest rate of
5% per annum. The borrower has a one-year option to renew the note at a rate
of prime and a monthly amortization of $2,000.

57
<PAGE> 59

The other restructured loan, which had a September 30, 1993 balance of
$190,612 has been completely written off during 1994. Plant State is still
pursuing collection.

Both of the loans described above have been classified as
"substandard" by both the Florida Department and the FDIC. Management of Plant
State concurs with the classification.

DEPOSITS

Plant State offers a variety of deposit products ranging in maturity
from demand-type accounts to certificates of deposit with varying maturities.
Plant State's deposits are primarily derived from the Hillsborough and Polk
Counties. Plant State does not have a concentration of deposits from any one
source, the loss of which would have a materially adverse effect on the
business of Plant State. The following table sets forth the average amounts of
deposits and the average rates paid by Plant State on such deposits for the
periods indicated.

<TABLE>
<CAPTION>
Year Ended December 31
---------------------------------------------------------------------------
1991 1992 1993
-------------------- ----------------------- --------------------
Average Average Average Average Average Average
Balance Rate Balance Rate Balance Rate
------- -------- -------- ------ ------- -------
(dollars in thousands, except ratios)
<S> <C> <C> <C> <C> <C> <C>
Non-interest bearing
demand $ 1,552 - $ 1,759 - $ 2,462 -
Interest-bearing
demand 4,987 4.63% 10,258 3.57% 12,362 2.70%
Savings deposits 1,393 4.81% 1,246 3.37% 1,314 2.59%
Time deposits 13,843 7.64% 11,388 5.58% 11,611 4.30%
--------- ----- ---------- ----- ---------- -----

Total $ 21,775 $ 24,651 $ 27,749
========= ========== ==========

Weighted average
rate on interest-
bearing deposits 6.71% 4.56% 3.43%
----- ----- -----

Nine Months Ended September 30,
---------------------------------------------------
1993 1994
---------------------- -----------------------
Average Average Average Average
Balance Rate Balance Rate
------- -------- -------- ------
(dollars in thousands, except ratios)

Non-interest bearing
demand $ 2,403 - $ 4,870 -
Interest-bearing
demand 12,094 2.81% 12,749 2.64%
Savings deposits 1,301 2.67% 1,417 2.26%
Time deposits 11,370 4.31% 15,262 3.97%
--------- ----- ---------- -----

Total $ 27,168 $ 34,298
========= ==========

Weighted average
rate on interest-
bearing deposits 3.49% 3.31%
===== =====
</TABLE>

58
<PAGE> 60

BENEFICIAL OWNERSHIP OF PLANT STATE COMMON STOCK

Plant State is authorized under its Articles of Incorporation to issue
500,000 shares of Plant State Common Stock. As of the Record Date, Plant State
had issued and outstanding 293,170 shares of Plant State Common Stock. The
following table sets forth information as of the Record Date with respect to
those persons known by Plant State to be the beneficial owners of more than 5%
of the outstanding shares of Plant State Common Stock, and as to shares of
Plant State Common Stock beneficially owned by the directors of Plant State
individually and by all officers and directors of Plant State as a group.
Management of Plant State 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 Plant State 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 Plant State."

<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
------------------ ----------------- --------
<S> <C> <C>
5% Shareholders:

James K. Murray, Jr. (2)(3) 122,606 shares 41.82%
3501 Frontage Road
Tampa, Florida 33607

Directors:

Lowry Baldwin 2,041 shares 0.70%

John C. Bender (4) 1,873 shares 0.64%

Tommy G. Brock 1,934 shares 0.66%

James K. Murray, III(5) 22,409 shares 7.64%

Daniel D. Raulerson 918 shares 0.31%

William B. Tiller 3,815 shares 1.30%

Lacey L. McClellan 2,900 shares 0.99%

Gary Booth 3,000 shares 1.02%

All Directors and
Executive Officers of Plant State
as a group (9 persons)(6) 156,838 shares 53.50%
</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) Mr. Murray is also a director of Plant State.

59
<PAGE> 61

(3) Includes 117,948 shares owned individually by Mr. Murray and 4,658
shares owned by the Murray Corporation of which Mr. Murray is
Chairman of the Board, and a director. Does not include 4,658, 6,581,
657 and 658 shares owned by his wife Sandy Murray, his adult son
Michael Murray, the Susan Murray Ragsdale Irrevocable Trust, and the
Anthony Scott Lee Irrevocable Trust, respectively, as to which shares
Mr. Murray disclaims beneficial ownership.

(4) Includes 1,873 shares owned by Mr. Bender. Does not include 100, 25,
25 and 937 shares owned by Jane Bender, William I. Bender, Sarah
Bender and the Emily H. Bender Revocable Trust, respectively, as to
which shares Mr. Bender disclaims beneficial ownership.

(5) Includes 17,751 shares owned individually by Mr. Murray and 4,658
shares owned by the Murray Corporation of which Mr. Murray is
President and a director.

(6) The 4,658 shares of stock owned by the Murray Corporation are counted
only once in determining the beneficial ownership of all directors and
executive officers. Beneficial ownership of these shares was
attributed above to both James K. Murray, Jr., and James K. Murray,
III, individually. See notes 3 and 5 above.

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 1, 1994 the partners and associates of the firm of
Bradley, Arant, Rose & White beneficially owned approximately 2,130,000 shares
of SouthTrust Common Stock.

EXPERTS

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

The financial statements of Plant State as of and for the years ended
December 31, 1993 and 1992 included in this Proxy Statement/Prospectus have
been so included in reliance on the report of Dowell & Perez, P.A., independent
accountants, given on authority of said firm as experts in accounting and
auditing.

The financial statements of Plant State as of and for the year ended
December 31, 1991 included in this Proxy Statement/Prospectus have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

Representatives of Dowell & Perez, P.A. 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 Plant State 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.

60
<PAGE> 62

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

(ii) SouthTrust's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994
(Commission File No. 0-3613).

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

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

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.

61
<PAGE> 63

INDEX TO THE FINANCIAL STATEMENTS
OF PLANT STATE BANK

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

Balance Sheets at September 30, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Statements of Operations for the nine months ended September 30, 1994 and 1993 . . . . . . . . . . F-3

Statements of Shareholders' Equity for the twelve months ended September 30, 1994 . . . . . . . . F-4

Statements of Cash Flows for the nine months ended September 30, 1994 and 1993 . . . . . . . . . . F-5

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

Audited Financial Statements:

Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13

Balance Sheets at December 31, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . F-14

Statements of Operations for the two years ended December 31, 1993 and 1992 . . . . . . . . . . F-15

Statements of Shareholders' Equity for the two years ended December 31, 1993 and 1992 . . . . . F-16

Statements of Cash Flows for the two years ended December 31, 1993 and 1992 . . . . . . . . . . F-17

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-18

Report of Independent Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-24

Balance Sheets at December 31, 1991 and 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . F-25

Statements of Operations for the two years ended December 31, 1991 and 1992 . . . . . . . . . . F-26

Statements of Shareholders' Equity for the two years ended December 31, 1991 and 1992 . . . . . F-27

Statements of Cash Flows for the two years ended December 31, 1991 and 1992 . . . . . . . . . . F-28

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30
</TABLE>

F-1
<PAGE> 64

PLANT STATE BANK
BALANCE SHEETS

<TABLE>
<CAPTION>
(Unaudited)
September 30,
--------------------------------------------
Assets 1994 1993
- ------ ---- ----
<S> <C> <C>
Cash and due from banks $ 1,353,211 $ 669,570
Federal funds sold - 625,000
Investment securities 11,767,617 9,416,985
Loans, net of allowance for loan losses of
$525,000 and $415,000, respectively 27,399,481 18,940,461
Property and equipment, net 952,355 954,906
Interest receivable 292,109 168,384
Other real estate owned 235,363 262,719
Deferred tax assets 327,368 377,883
Other assets 84,805 32,309
--------------- ---------------

Total assets $ 42,412,309 $ 31,448,217
=============== ===============

Liabilities and shareholders' equity
- ------------------------------------

Demand deposits $ 4,466,088 $ 2,692,795
NOW deposits 3,672,591 3,122,111
Money Market Deposits 7,602,010 9,728,700
Savings deposits 1,475,982 1,321,039
Time deposits (under $100,000) 14,791,953 9,128,634
Time deposits ($100,000 and over) 3,536,537 2,414,724
--------------- ---------------

Total deposits $ 35,545,161 $ 28,408,003
=============== ===============

Fed Funds Purchased 2,800,000 -
Accrued interest payable 52,548 42,309
Accounts payable and accrued expenses 170,465 65,432
Deferred tax liabilities 52,024 42,093
--------------- ---------------

Total liabilities $ 38,620,198 $ 28,557,837
=============== ===============

Shareholders' equity:
Common stock, $10 par value, 500,000 shares
authorized, 293,170 and 234,170 shares
issued and outstanding 2,931,700 2,341,700
Additional paid-in capital 1,596,570 1,183,570
Accumulated deficit (285,272) (634,890)
Dividends (131,927) -
Unrealized depreciation in securities
available for sale (318,960) -
--------------- ---------------

Total shareholders' equity 3,792,111 2,890,390
--------------- ---------------

Total liabilities and shareholders' equity $ 42,412,309 $ 31,448,217
=============== ===============
</TABLE>

The accompanying notes are an integral part of this balance sheet.

F-2
<PAGE> 65

PLANT STATE BANK
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
(Unaudited)
For the nine months ended
September 30,
-----------------------------------------
1994 1993
---- ----
<S> <C> <C>
Interest income from earning assets:
Loans $ 1,662,760 $ 1,275,256
Investment securities 431,314 337,393
Federal funds sold 9,745 17,329
------------ --------------

Total interest income 2,103,819 1,629,978
------------ --------------

Interest expense on deposits
NOW deposits $ 93,956 43,869
Money market deposits 159,385 210,958
Savings deposits 23,709 26,074
Time deposits 453,032 368,065
------------ --------------

Total interest expense 730,082 648,966
------------ --------------

Net interest income 1,373,737 981,012

Provision for loan losses 305,741 80,634
------------ --------------

Net interest income after provision for loan losses 1,067,996 900,378
------------ --------------

Noninterest income 167,109 193,202
Gain on sale of investment securities - 40,948

Noninterest expenses:
Personnel expense 397,379 336,528
Occupancy expense 73,165 98,048
Provision for OREO Writedown 27,356 -
Other operating expense 291,714 353,483
------------ --------------
Total noninterest expense 789,614 788,059
------------ --------------

Income before taxes and cumulative
effect of change in accounting principle 445,491 346,469
Income tax benefit (expense) (157,668) 92,830
------------ --------------

Income before cumulative
effect of change in accounting principle 287,823 439,299

Cumulative effect at January 1, 1993 of change in
accounting principle - 242,960
------------ --------------

Net income $ 287,823 $ 682,259
============ ==============
</TABLE>

The accompanying notes are an integral part of this statement.

F-3
<PAGE> 66

PLANT STATE BANK
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE TWELVE MONTH PERIOD ENDED SEPTEMBER 30, 1994
(Unaudited)

<TABLE>
<CAPTION>
Additional Securities Total
Common paid-in Accumulated available- Dividends shareholders
stock capital deficit for-sale paid equity
----- ------- ------- -------- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Balance
September 30, 1992 $ 2,341,700 $1,183,570 $(1,345,884) - - $2,179,386

Net income for the period
October 1, 1992 to
September 30, 1993 - - $ 710,994 - - $ 710,994
----------- ---------- ----------- ---------- ------------ ----------

Balance
September 30, 1993 $ 2,341,700 $1,183,570 $ (634,890) $ 0 $ 0 $2,890,380
=========== ========== ========== ========== ============ ==========

Net income for the period
October 1, 1993 to
September 30, 1994 - - $ 349,618 - - $ 349,618

Stock Offering $ 590,000 $ 413,000 - - - 1,003,000

Change in unrealized
appreciation - - - $ (318,960) - (318,960)

Dividends - - - - $ (131,927) (131,927)
----------- ---------- ----------- ---------- ------------ ----------

Balance
September 30, 1994 $ 2,931,700 $1,596,570 $ (285,272) $ (318,960) $ (131,927) $3,792,111
=========== ========== ========== ========== ============ ==========
</TABLE>

The accompanying notes are an integral part of this statement

F-4
<PAGE> 67

PLANT STATE BANK
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
(Unaudited)
For the nine months ended
September 30,
-----------------------------------------
1994 1993
---- ----
<S> <C> <C>
Cash flows from operating activities:
Interest received $ 2,002,794 $ 1,608,075
Noninterest income received 167,109 193,202
Interest paid (715,627) (638,673)
Salaries and benefits paid (397,379) (336,528)
Other operating expenditures (402,538) (404,053)
------------ --------------

Net cash provided by operating activities 654,359 422,023
------------ --------------

Cash flows used by investing activities:
Investment securities (4,472,451) (186,977)
Increase in loans (5,503,285) (1,855,284)
Capital expenditures (20,368) (14,710)
Decrease in other real estate owned 0 210,078
------------ --------------

Net cash used by investing activities (9,996,104) (1,846,893)
------------ --------------

Cash flows from financing activities:
Increase in demand deposits 1,885,163 517,093
Increase in NOW deposits 142,801 917,056
Decrease in money market deposits (867,168) (170,470)
Increase in savings deposits 67,611 88,251
Increase in time deposits 5,610,866 632,796
Fed funds purchased 2,800,000 0
Dividends paid (131,926) 0
Payments under capital lease obligations 0 (15,554)
------------ --------------

Net cash provided by financing activities 9,507,347 1,969,172
------------ --------------

Net increase in cash and cash equivalents 165,602 544,302
------------ --------------

Cash and equivalents at the beginning of the year 1,187,609 750,268
------------ --------------

Cash and cash equivalents at end of period $ 1,353,211 $ 1,294,570
============ ==============
</TABLE>

The accompanying notes are an integral part of this statement.

F-5
<PAGE> 68

PLANT STATE BANK
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Plant State Bank (the "Bank") is a state chartered bank regulated by
the State of Florida's Department of Banking and Finance. The Bank was
incorporated on May 28, 1986 and commenced operations on September 30, 1986.

Cash and cash equivalents

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

Investment securities

The Bank elected early adoption of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" and has classified all securities as available-for-sale as of
September 30, 1994. Under FAS 115, securities must be classified as either
held-to-maturity, as trading securities or as securities available-for-sale.
Securities classified as held-to-maturity are those that a bank or enterprise
has the positive intent and ability to hold to maturity and are reported at
amortized cost. Trading securities are bought and held for the purpose of
selling them in the near term and are reported at fair value. All other
securities are classified as available-for-sale and are also reported at fair
value with unrealized gains and losses in market value reported as a component
of shareholders' equity. Securities as of September 30, 1993 were generally
held for investment purposes and were reported under previously applicable
accounting rules at the lower of amortized cost or market.

Allowance for loan losses

The financial statements include an allowance for estimated losses on
loans based on management's evaluation of the collectability of loans
outstanding. Management has established a policy to discontinue accruing
interest (nonaccrual status) on a loan after it has become 90 days delinquent
as to payment of principal or interest. In addition, a loan will be placed on
nonaccrual status before it becomes 90 days delinquent if management believes
that the borrower's financial condition is such that collection of interest or
principal is doubtful. Loans which are determined to be uncollectible will be
charged against the allowance and subsequent recoveries, if any, will be
credited to the allowance.

Property and equipment

Property and equipment are stated at cost less accumulated
depreciation. Depreciation expense is computed on the straight-line basis
over the estimated useful life of each type of asset. Leasehold improvements
are amortized on the straight-line method over the shorter of their estimated
useful life or the lease term. Additions to property and equipment and major
improvements are capitalized. Maintenance and repairs are expenses as
incurred.

Other real estate owned

Other real estate owned represents real property acquired by
foreclosure or in settlement of debt, and also includes in-substance
foreclosures. In-substance foreclosures are real estate loans in which the
borrower has little or no equity in the collateral and the borrower has
formally or effectively abandoned the collateral or cannot demonstrate the
capacity to repay the loan other than through sale of the collateral. Other
real estate owned is valued at the lower of the property's fair value or the
recorded investment in the loan. At the time of foreclosure, if the fair value
of the real estate acquired is less than the Bank's recorded investment in the
loan, a write down is

F-6
<PAGE> 69

recognized through a charge to the allowance for loan losses. Gains or losses
on the sale of and losses on the periodic revaluation of real estate acquired
are charged or credited to noninterest expense.

Income recognition

Interest income on all loans is accrued based upon the principal
amount outstanding. Nonrefundable fees and costs associated with the
origination of loans are deferred and recognized over the life of the loan
based on a method which approximates the interest method.

Income Taxes

In January 1993, the Bank adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." The adoption of FAS 109
changes the Bank's method of accounting for income taxes from the deferred
method (under APB 11) to an asset and liability approach. Previously, when
determining the annual income tax expense or benefit, the Bank deferred the tax
effects of timing differences between financial and tax reporting. The asset
and liability approach requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of temporary differences
between the carrying amounts of assets and liabilities for financial and tax
reporting purposes.

The adoption of FAS 109 resulted in a net adjustment to the balance
sheet at January 1, 1993 of $242,960. This amount was reflected in the net
income for the year ended December 31, 1993 as the cumulative effect of a
change in accounting principle. This adjustment primarily reflects the effect
of recognizing a deferred tax asset for the benefit of a loss carryforward that
could not be recognized under the previous accounting rules.

Net income per share

Net income per share is computed by dividing the applicable income
amount by the weighted average number of shares of common stock and equivalents
outstanding during the period. During 1993, the Bank completed a stock
offering for 59,000 common shares at $17 per share. The offering was not
completed until December 31, 1993 and the effect of these newly issued was not
included in 1993 per share computations.

NOTE 2 - INVESTMENT SECURITIES:

Investment securities as of September 30, 1994 are all classified as
available-for-sale per FAS 115 and consist of the following:

<TABLE>
<CAPTION>
Book Market
Value Value
----- -----
<S> <C> <C>
Mortgage-backed securities $ 8,442,667 $ 8,249,148
Agency securities 2,093,588 2,000 730
Treasury securities 1,550,323 1,517,739
------------- -------------
Total $ 12,086,578 $ 11,767,617
============= =============
</TABLE>

During 1994, the Bank sold no investment securities. The estimated
market value of debt securities at September 30, 1994, by contractual maturity
or repricing frequently are shown below.

F-7
<PAGE> 70

<TABLE>
<CAPTION>
Market
Value
-----
<S> <C>
Due in one year of less $ 3,320,992
Due after one year through five years 3,001,171
Due after five years 5,445,454
-------------
Total $ 11,767,617
=============
</TABLE>

Investment securities as of September 30, 1993 were all reported under
the previously applicable accounting rules at the lower of amortized cost or
market and consisted of the following:

<TABLE>
<CAPTION>
Book Market
Value Value
----- -----
<S> <C> <C>
Mortgage-backed securities $ 7,810,607 $ 7,866,691
Agency securities 800,000 800,805
Treasury securities 806,378 810,985
------------- -------------
Total $ 9,416,985 $ 9,478,481
============= =============
</TABLE>

During 1993, the Bank sold investment securities with a book value of
$1,434,689 for $1,475,637 realizing a gain of $40,948.

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES:

<TABLE>
<CAPTION>
September 30,
----------------------------
1994 1993
---- ----
<S> <C> <C>
Commercial $ 21,161,359 $ 14,834,219
Residential mortgage 4,614,105 2,648,422
Consumer 2,213,743 1,929,123
------------- -------------
$ 27,989,207 $ 19,411,764
------------- -------------
Less: Allowance for loan losses 525,000 415,000
Net deferred loan fees 48,168 35,989
Unearned income 16,558 20,314
------------- -------------

Total $ 27,399,481 $ 18,940,461
============= =============
</TABLE>

Commercial loans include loans to businesses and individuals payable
on demand or within a specified period of time. Mortgage loans include
primarily residential loans payable in periodic installments. Consumer loans
are made to individuals and include installment loans and personal lines of
credit.

Nonaccrual loans at September 30, 1994 and 1993 were $48,771 and $0,
respectively. Restructured loans at September 30, 1994 and 1993 were $265,992
and $464,010, respectively. No income was recognized on restructured loans in
1994 and 1993.

Activity in the allowance for loan loss account was as follows:

F-8
<PAGE> 71

<TABLE>
<CAPTION>
September 30,
----------------------------
1994 1993
---- ----
<S> <C> <C>
Beginning balance $ 415,000 $ 310,000

Provision for loan losses 392,312 197,418
Charge-offs (289,862) (95,624)
Recoveries 7,550 3,206
------------- -------------

Total $ 525,000 $ 415,000
============= =============
</TABLE>

NOTE 4 - CONCENTRATION OF CREDIT RISK:

A credit risk concentration results when the Bank has a significant
credit exposure to an individual or a group engaged in similar activities or
having similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or
other conditions.

Most of the Bank's business activity is with customers located within
Plant City and Tampa, Florida. The only significant concentration of loans are
to the agricultural sector. Loans are expected to be repaid from cash flow or
proceeds from the sale of selected assets of the borrowers. The amount of
collateral obtained upon extension of credit is based on the Bank's credit
evaluation of the customer. Collateral primarily includes accounts receivable,
inventory and commercial and residential properties.

NOTE 5 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK:

In the normal course of business, the Bank is party to financial
instruments with off-balance sheet risk to meet the financing needs of its
customers. These instruments are comprised of commitments to extend credit and
letters of credit and involve, in varying degrees, elements of credit and
interest rate risk in excess of the amounts recognized in the financial
statements.

The Bank's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to extend credit
and letters of credit is represented by the contract amount of those
instruments. The Bank uses the same credit policies in making commitments as
they do for instruments reflected on the balance sheet.

Unfunded commitments, which generally have fixed expiration dates or
termination clauses, are legally binding agreements to lend to a customer as
long as there are no violations of any conditions established in the contract.
Since many commitments are expected to expire without being drawn upon, the
total commitment amounts do not necessarily represent future liquidity
requirements. Fixed rate commitments to extend credit are subject to market
risk should interest rates rise above contracted rates during the commitment
period. Total unfunded commitments for loans and lines of credit were
approximately $6,089,000 and $2,956,000 at September 30, 1994 and 1993,
respectively. Standby letters of credit at September 30, 1994 and 1993 were
approximately $169,530 and $179,647, respectively.

F-9
<PAGE> 72

NOTE 6 - PROPERTY AND EQUIPMENT:

<TABLE>
<CAPTION>
September 30,
Estimated ---------------------------
useful life 1994 1993
----------- ---- ----
<S> <C> <C> <C>
Land $ 264,184 $ 264,184
Building and improvements 30 years 846,113 837,799
Furniture and equipment 7 years 115,655 92,636
Assets under capital lease 308,234 308,234
------------- -----------
1,534,186 1,502,853
Less - accumulated depreciation 581,831 547,947
------------- -----------
Total $ 952,355 $ 954,906
============= ===========
</TABLE>

NOTE 7 - INCOME TAXES:

The provision for income taxes charged to continuing operations was as
follows:

<TABLE>
<CAPTION>
For the nine-months ended
September 30,
----------------------------
1994 1993
---- ----
<S> <C> <C>
Current liability $ (123,901) $ -
Deferred tax expense (33,767) (104,274)
Change in valuation allowance
for deferred tax asset - 197,104
------------- -------------
Total $ (157,668) $ 92,830
============= =============
</TABLE>

Deferred tax expense for the nine months ended September 30, 1994 and
1993 represents the change in deferred tax assets and liabilities since the
beginning of each year. Deferred tax assets and liabilities were initially
recorded at January 1, 1993 in connection with the Bank's adoption of FAS 109.
Deferred tax assets relate primarily to recognize future benefits of available
tax loss carryforwards and bad debt expense recognized in the financial
statements in excess of that recognized on the Bank's tax return. Deferred tax
liabilities result primarily from tax depreciation in excess of that recorded
in the financial statements.

Under FAS 109, a valuation allowance is recorded if, based on
available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized. The Bank recorded a valuation allowance at
January 1, 1993 of $197,104 when FAS 109 was initially adopted. This valuation
allowance related to the deferred tax asset representing the future benefit of
the Bank's operating loss carryforward. This allowance was reversed during the
period ended September 30, 1993, as the Bank concluded that realization of the
tax benefit of the operating loss carryforward was now more likely than not.

Deferred tax expense prior to 1993 was recognized under the previously
effective accounting rules and was offset by an extraordinary item for the
realization of the tax benefit from available operating loss carryforwards.

Gross deferred tax assets and liabilities at September 30, 1994 were
$327,368 and $52,024, respectively. The Bank had a current income tax
liability at September 30, 1994 of approximately $123,901.

At January 1, 1994 the Bank had net operating loss carryforwards of
approximately $879,000 available to offset future taxable income. These net
operating loss carryforwards expire in the year 2001 and 2005. The loss
carryforward available for the year 1994 is approximately $207,000. The amount
available for all years thereafter through full utilization is approximately
$154,000 plus the amount of any loss carryforward not used in any prior tax
year, which is expected to be zero.

F-10
<PAGE> 73

NOTE 8 - RELATED PARTIES:

Certain directors, officers and principal shareholders of the Bank
have loans with the Bank. These transactions are made in accordance with the
normal policies of the Bank. At September 30, 1994, the total amount of these
borrowings to related parties was approximately $1,514,517.

NOTE 9 - REGULATORY RESTRICTIONS AND SHAREHOLDERS' EQUITY:

Banking regulations limit the amount of dividends that may be paid.
The Bank cannot pay dividends in any one year that exceed the sum of net income
for that year plus net income after dividends for the two preceding years
without the prior approval of the state and federal banking authorities. The
Bank can also not declare a dividend at any time if net operating results for
the current year and the two preceding years combined is a loss or would cause
the capital accounts of the Bank to fall below the minimum amounts required by
state and federal banking laws and regulations.

Federal and state banking regulations also require the Bank maintain
minimum capital ratios under three separate computations. The following is a
reconciliation of shareholders' equity as reported in the financial statements
to regulatory capital as of September 30, 1994.

<TABLE>
<CAPTION>
Tier 1 Total
Risk-Based Risk-Based
Leverage Capital Capital Capital
---------------- ---------- ----------
<S> <C> <C> <C>
Shareholders' equity $ 3,792,111 $ 3,792,111 $ 3,792,111
Excluded equity items:
Unrealized depreciation in
securities available-for-sale 318,960 318,960 318,960
Additional capital items:
Allowable portion of loan
loss reserve - - 373,000
------------- -------------- ---------------
Regulatory capital 4,111,071 4,111,071 4,484,071
Regulatory assets:
Average adjusted total assets $ 38,416,000
=============
Total risk weighted assets $ 29,697,000 $ 29,697,000
============== ===============

Capital ratios 10.70% 13.84% 15.10%

Regulatory minimum 4.00% 8.00% 8.00%
</TABLE>

F-11
<PAGE> 74

NOTE 10 - RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:

<TABLE>
<CAPTION>
For the nine months ended
September 30,
----------------------------------
1994 1993
---- ----
<S> <C> <C>
Net Income $ 287,823 $ 682,259

Adjustments to reconcile net cash
provided by operating activities:
Provision for loan loss 305,741 80,634
Depreciation 24,245 28,224
Amortization of loan fees 6,289 (21,712)
Increase in interest receivable (107,314) (191)
(Increase)/decrease in other assets (60,317) 9,442
Decrease/(increase) in net deferred taxes 33,767 (335,790)
Provision for ORE writedown 27,356 0
Increase in interest payable 14,455 10,293
Increase on other liabilities 122,314 9,812
Gain on sale of investment securities 0 (40,948)
------------ --------------

$ 654,359 $ 422,023
============ ==============
</TABLE>

F-12
<PAGE> 75

REPORT OF INDEPENDENT ACCOUNTANTS

February 2, 1994

To the Board of Directors and
Shareholders of
Plant State Bank

In our opinion, the accompanying balance sheets and the related statements of
operations, changes in shareholders' equity and of cash flows present fairly,
in all material respects, the financial position of Plant State Bank (the
"Bank") at December 31, 1993 and 1992, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Bank's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

Dowell & Perez, P.A.
Certified Public Accountants

F-13
<PAGE> 76

PLANT STATE BANK
BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,

Assets 1993 1992
- ------ ---- ----
<S> <C> <C>
Cash and due from banks $ 987,609 $ 700,268
Federal funds sold 200,000 50,000
Investment securities 7,641,008 9,189,060
Loans, net of allowance for loan losses of
$500,000 and $375,000, respectively 22,208,226 17,144,099
Property and equipment, net 956,232 968,420
Interest receivable 184,795 168,193
Other real estate owned, net of reserve of
$84,143 and $0, respectively 262,719 472,797
Deferred tax assets 361,135 -
Other assets 24,488 41,751
---------------- --------------

Total assets $ 32,826,212 $ 28,734,588
================ ==============
Liabilities and shareholders' equity
- ------------------------------------

Demand deposits $ 2,580,925 $ 2,175,702
NOW deposits 3,529,790 2,205,055
Money market deposits 8,469,178 9,899,170
Savings deposits 1,408,371 1,232,788
Time deposits (under $100,000) 9,899,433 8,599,250
Time deposits ($100,000 and over) 2,818,191 2,311,312
---------------- --------------

Total deposits 28,705,888 26,423,277
---------------- --------------

Accrued interest payable 38,093 32,016
Accounts payable and accrued expenses 48,151 55,620
Deferred tax liabilities 52,024 -
Capital lease obligation - 15,554
---------------- --------------

Total liabilities 28,844,156 26,526,467
---------------- --------------

Commitments and contingencies

Shareholders' equity:
Common stock, $10 par value, 500,000 shares authorized
293,170 and 234,170 shares issued and outstanding 2,931,700 2,341,700
Additional paid-in capital 1,596,570 1,183,570
Accumulated deficit (573,096) (1,317,149)
Unrealized appreciation in securities
available-for-sale 26,882 -
---------------- --------------

Total shareholders' equity 3,982,056 2,208,121
---------------- --------------

Total liabilities and shareholders' equity $ 32,826,212 $ 28,734,588
================ ==============
</TABLE>

F-14
<PAGE> 77

PLANT STATE BANK
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the year ended
December 31,
1993 1992
---- ----
<S> <C> <C>
Interest income from earning assets:
Loans $ 1,755,626 $ 1,710,147
Investment securities 435,012 413,613
Federal funds sold 17,753 30,955
------------ --------------
Total interest income 2,208,391 2,154,715
------------ --------------

Interest expense on deposits:
NOW 57,825 51,903
Money market 270,794 314,429
Savings 33,716 42,425
Time 499,003 634,892
------------ --------------
Total interest expense 861,338 1,043,649
------------ --------------

Net interest income 1,347,053 1,111,066
------------ --------------

Provision for loan losses 167,206 245,864
------------ --------------

Net interest income after provision for loan losses 1,179,847 865,202
------------ --------------

Noninterest income 266,909 255,447
Gain on sale of investment securities 40,948 78,416
Noninterest expenses:
Personnel expense 461,671 387,711
Occupancy expense 131,748 156,586
ORE expense 103,893 -
Other operating expense 352,951 388,055
------------ --------------
Total noninterest expense 1,050,263 932,352
------------ --------------

Income before taxes and special items 437,441 266,713
Income tax benefit (expense) 63,652 (90,682)
------------ --------------
Income before extraordinary item and
cumulative effect of change in accounting 501,093 176,031
Extraordinary item - realization of
loss carryforward - 90,682
Cumulative effect of change in accounting principle 242,960 -
------------ --------------

Net income $ 744,053 $ 266,713
============ ==============
Net income per share:
Before extraordinary item and accounting change $ 1.87 $ 1.14
Extraordinary item and accounting change 1.31 -
------------ --------------

$ 3.18 $ 1.14
============ ==============
</TABLE>

F-15
<PAGE> 78

PLANT STATE BANK
STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Securities Total
Additional Accumulated available- shareholders'
Common Stock paid-in capital deficit for-sale equity
------------ --------------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
December 31, 1991 $ 2,341,700 $ 1,183,570 $ (1,583,862) $ 0 $ 1,941,408

Net income - 1992 266,713 266,713
------------------ ---------------- ---------------- ---------- -------------

December 31, 1992 2,341,700 1,183,570 (1,317,149) 0 2,208,121
------------------ ---------------- ---------------- ---------- -------------

Net income - 1993 744,053 744,053

Stock Offering 590,000 413,000 1,003,000

Change in unrealized
appreciation 26,882 26,882
------------------ ---------------- ---------------- ---------- -------------

December 31, 1993 $ 2,931,700 $ 1,596,570 $ ( 573,096) $ 26,882 $ 3,982,056
================== ================ ================ ========== =============
</TABLE>

F-16
<PAGE> 79

PLANT STATE BANK
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the year ended
December 31,
1993 1992
---- ----
<S> <C> <C>
Cash flows from operating activities:
Interest received $ 2,283,298 $ 2,154,719
Noninterest income received 266,909 255,447
Interest paid (855,261) (1,068,941)
Salaries and benefits paid (461,671) (387,711)
Other operating expenditures (439,540) (416,407)
--------------- ----------------

Net cash provided by operating activities 793,735 537,107
--------------- ---------------

Cash flows used by investing activities:
Proceeds from sales and maturities of
investment securities 5,741,786 4,611,279
Purchases of investment securities (4,230,096) (9,737,213)
Decrease (increase) in loans (5,218,650) 300,509
Capital expenditures (25,676) (15,539)
Decrease (increase) in other real estate owned 106,185 (2,560)
--------------- ---------------

Net cash used by investing activities (3,626,451) (4,843,524)
--------------- ---------------

Cash flows from financing activities:
Increase in demand deposits 405,223 82,398
Increase in NOW deposits 1,324,735 54,440
(Decrease) increase in money market deposits (1,429,992) 5,915,194
Increase (decrease) in savings deposits 175,583 (748,188)
Increase (decrease) in time deposits 1,807,062 (1,908,100)
Payments under capital lease obligations (15,554) (38,476)
Proceeds from stock offering 1,003,000
--------------- ----------------

Net cash provided by financing activities 3,270,057 3,357,268
--------------- ----------------
Net increase (decrease) in cash and cash
equivalents 437,341 (949,149)
--------------- ----------------

Cash and cash equivalents at beginning of year 750,268 1,699,417
--------------- ----------------

Cash and cash equivalents at end of year $ 1,187,609 $ 750,268
=============== ================
</TABLE>

F-17
<PAGE> 80

PLANT STATE BANK
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Plant State Bank (the "Bank") is a state chartered bank regulated by the State
of Florida's Department of Banking and Finance. The Bank was incorporated on
May 28, 1986 and commenced operations on September 30, 1986.

Cash and cash equivalents

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

Investment securities

The Bank elected early adoption of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
and has classified all securities as available-for-sale as of December 31,
1993. Under FAS 115, securities must be classified as either held-to-maturity,
as trading securities or as securities available-for-sale. Securities
classified as held-to-maturity are those that a bank or enterprise has the
positive intent and ability to hold to maturity and are reported at amortized
cost. Trading securities are bought and held for the purpose of selling them
in the near term and are reported at fair value. All other securities are
classified as available-for-sale and are also reported at fair value with
unrealized gains and losses in market value reported as a component of
shareholders' equity. Securities as of December 31, 1992 were generally held
for investment purposes and were reported under previously applicable
accounting rules at the lower of amortized cost or market.

Allowance for loan losses

The financial statements include an allowance for estimated losses on loans
based on management's evaluation of the collectibility of loans outstanding.
Management has established a policy to discontinue accruing interest
(nonaccrual status) on a loan after it has become 90 days delinquent as to
payment of principal or interest. In addition, a loan will be placed on
nonaccrual status before it becomes 90 days delinquent if management believes
that the borrower's financial condition is such that collection of interest or
principal is doubtful. Loans which are determined to be uncollectible will be
charged against the allowance and subsequent recoveries, if any, will be
credited to the allowance.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation.
Depreciation expense is computed on the straight-line basis over the estimated
useful life of each type of asset. Leasehold improvements are amortized on the
straight-line method over the shorter of their estimated useful life or the
lease term. Additions to property and equipment and major improvements are
capitalized. Maintenance and repairs are expensed as incurred.

Other real estate owned

Other real estate owned represents real property acquired by foreclosure or in
settlement of debt, and also includes in-substance foreclosures. In-substance
foreclosures are real estate loans in which the borrower has little or no
equity in the collateral and the borrower has formally or effectively abandoned
the collateral or cannot demonstrate the capacity to repay the loan other than
through sale of the collateral. Other real estate owned is valued at the lower
of the property's fair value or the recorded investment in the loan. At the
time of foreclosure, if the fair value of the real estate acquired is less than
the Bank's recorded investment in the loan, a write down is recognized through
a charge to the allowance for loan losses. Gains or losses on the sale of and
losses on the periodic revaluation of real estate acquired are charged or
credited to noninterest expense.

F-18
<PAGE> 81

Income recognition

Interest income on all loans is accrued based upon the principal amount
outstanding. Nonrefundable fees and costs associated with the origination of
loans are deferred and recognized over the life of the loan based on a method
which approximates the interest method.

Income taxes

In January 1993, the Bank adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes." The adoption of FAS 109 changes the
Bank's method of accounting for income taxes from the deferred method (under
APB 11) to an asset and liability approach. Previously, when determining the
annual income tax expense or benefit, the Bank deferred the tax effects of
timing differences between financial and tax reporting. The asset and
liability approach requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of temporary differences
between the carrying amounts of assets and liabilities for financial and tax
reporting purposes.

The adoption of FAS 109 resulted in a net adjustment to the balance sheet at
January 1, 1993 of $242,960. This amount is reflected in net income for the
year as the cumulative effect of a change in accounting principle. This
adjustment primarily reflects the effect of recognizing a deferred tax asset
for the benefit of a loss carryforward that could not be recognized under the
previous accounting rules.

Net income per share

Net income per share is computed by dividing the applicable income amount by
the weighted average number of shares of common stock and equivalents
outstanding during the period. During 1993, the Bank completed a stock
offering for 59,000 common shares at $17 per share. The offering was not
completed until December 31, 1993 and the effect of these newly issued shares
have not been included in 1993 per share computations.

NOTE 2 - INVESTMENT SECURITIES:

Investment securities as of December 31, 1993 are all classified as
available-for-sale and consist of the following debt securities:

<TABLE>
<CAPTION>
Book Unrealized Market
Value Gain Loss Value
----- ---- ---- -----
<S> <C> <C> <C> <C>
Mortgage-backed securities $ 6,008,512 $ 32,978 $ 6,420 $ 6,035,070
Agency securities 800,000 35 799,965
Treasury securities 805,614 359 805,973
------------ ----------- ------------- ------------
$ 7,614,126 $ 33,337 $ 6,455 $ 7,641,008
============ =========== ============= ============
</TABLE>

During 1993, the Bank sold investment securities with a book value of
$1,434,689 for $1,475,637 realizing a gain of $40,948. The amortized cost and
estimated market value of debt securities at December 31, 1993, by contractual
maturity are shown below.

<TABLE>
<CAPTION>
Book Market
Value Value
----- -----
<S> <C> <C>
Due in one year or less $ 3,602,573 $ 3,628,127
Due after one year through five years 1,105,614 1,106,513
Due after five years through ten years 1,167,299 1,164,573
Due after ten years 1,738,640 1,741,795
</TABLE>

Investment securities as of December 31, 1992 were reported under previously
applicable accounting rules and reported at book value. Securities at that
date consisted of the following debt securities:

F-19
<PAGE> 82

<TABLE>
<CAPTION>
Book Unrealized Market
Value Gain Loss Value
----- ---- ---- -----
<S> <C> <C> <C> <C>
Mortgage-backed securities $ 8,142,170 $ 17,403 $ 88,870 $ 8,070,703
Agency securities 800,000 9,738 1,875 807,863
Treasury securities 246,890 4,305 251,195
$ 9,189,060 $ 31,446 $ 90,745 $ 9,129,761
============ =========== ============= ============
</TABLE>

During 1992, the Bank sold investment securities with a book value of
$4,532,863 for $4,611,279 realizing a gain of $78,416.

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES:
<TABLE>
<CAPTION>
December 31,
1993 1992
---- ----
<S> <C> <C>
Commercial $ 17,234,082 $ 13,720,790
Residential mortgage 3,259,612 1,875,215
Consumer 2,275,750 1,973,931
--------------- ---------------
22,769,444 17,569,936
Less: Allowance for loan losses 500,000 375,000
Net deferred loan fees 41,879 27,454
Unearned income 19,339 23,383
--------------- ---------------

$ 22,208,226 $ 17,144,099
=============== ===============
</TABLE>

Commercial loans include loans to businesses and individuals payable on demand
or within a specified period of time. Mortgage loans include primarily
residential loans payable in periodic installments. Consumer loans are made to
individuals and include installment loans and personal lines of credit.

Nonaccrual loans at December 31, 1993 and 1992 were $0 and $97,968,
respectively. Restructured loans at December 31, 1993 and 1992 were $462,063
and $467,800, respectively. No income was recognized on restructured loans in
1993 and 1992.

Activity in the allowance for loan loss account was as follows:
<TABLE>
<CAPTION>
Year ended December 31,
1993 1992
---- ----
<S> <C> <C>
Beginning balance $ 375,000 $ 300,000
Provision for loan losses 167,206 245,864
Charge-offs (45,055) (174,226)
Recoveries 2,849 3,362
----------- -------------
$ 500,000 $ 375,000
=========== =============
</TABLE>

NOTE 4 - CONCENTRATION OF CREDIT RISK:

A credit risk concentration results when the Bank has a significant credit
exposure to an individual or a group engaged in similar activities or having
similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or
other conditions.

Most of the Bank's business activity is with customers located within Plant
City and Tampa, Florida. The only significant concentration of loans are to
the agricultural sector. Loans are expected to be repaid from cash flow or
proceeds from the sale of selected assets of the borrowers. The amount of
collateral obtained upon extension of credit is based on the Bank's credit
evaluation of the customer. Collateral primarily includes accounts receivable,
inventory and commercial and residential properties.

F-20
<PAGE> 83

NOTE 5 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK:

In the normal course of business, the Bank is party to financial instruments
with off-balance sheet risk to meet the financing needs of its customers.
These instruments are comprised of commitments to extend credit and letters of
credit and involve, in varying degrees, elements of credit and interest rate
risk in excess of the amounts recognized in the financial statements.

The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and letters
of credit is represented by the contract amount of those instruments. The Bank
uses the same credit policies in making commitments as they do for instruments
reflected on the balance sheet.

Unfunded commitments, which generally have fixed expiration dates or
termination clauses, are legally binding agreements to lend to a customer as
long as there are no violations of any conditions established in the contract.
Since many commitments are expected to expire without being drawn upon, the
total commitment amounts do not necessarily represent future liquidity
requirements. Fixed rate commitments to extend credit are subject to market
risk should interest rates rise above contracted rates during the commitment
period. Total unfunded commitments for loans and lines of credit were
approximately $2,789,000 at December 31, 1993. Standby letters of credit at
December 31, 1993 were approximately $70,000.

NOTE 6 - PROPERTY AND EQUIPMENT:

<TABLE>
<CAPTION>
Estimated December 31,
useful life 1993 1992
---- ----
<S> <C> <C> <C>
Land $ 264,184 $ 264,184
Building and improvements 30 years 837,569 828,777
Furniture and equipment 7 years 103,831 86,947
Assets under capital lease 308,234 308,234
----------- ------------
1,513,818 1,488,142

Less - accumulated depreciation 557,586 519,722
----------- ------------

$ 956,232 $ 968,420
=========== ============
</TABLE>

NOTE 7 - INCOME TAXES:

The provision for income taxes charged to continuing operations was as follows:

<TABLE>
<CAPTION>
For the year ended
December 31,
1993 1992
---- ----
<S> <C> <C>
Deferred tax expense $ (133,452) $ (90,682)
Change in valuation allowance
for deferred tax asset 197,104 -
------------ ------------

$ 63,652 $ (90,682)
============ ============
</TABLE>

Deferred tax expense through December 31, 1993 represents the change in
deferred tax assets and liabilities since January 1, 1993. Deferred tax assets
and liabilities were initially recorded at January 1, 1993 in connection with
the Bank's adoption of FAS 109. Deferred tax assets relate primarily to
recognized future benefits of available tax loss carryforwards and bad debt
expense recognized in the financial statements in excess of that recognized on
the Bank's tax return. Deferred tax liabilities result primarily from tax
depreciation in excess of that recorded in the financial statements.

F-21
<PAGE> 84

Under FAS 109, a valuation allowance is recorded if, based on available
evidence, it is more likely than not that some or all of the deferred tax
assets will not be realized. The Bank recorded a valuation allowance at
January 1, 1993 of $197,104 when FAS 109 was initially adopted. This valuation
allowance related to the deferred tax asset representing the future benefit of
the Bank's operating loss carryforward. This allowance was reversed during the
period ended December 31,1993 as the Bank concluded that realization of the tax
benefit of the operating loss carryforward was now more likely than not.

Deferred tax expense in 1992 was recognized under the previously effective
accounting rules and was offset by an extraordinary item for the realization of
the tax benefit from available operating loss carryforwards.

Gross deferred tax assets and liabilities at December 31,1993 were $361,135 and
$52,024, respectively. The Bank had no current income tax liability at
December 31, 1993 or 1992.

At January 1, 1994 the Bank had net operating loss carryforwards of
approximately $879,000 available to offset future taxable income. These net
operating loss carryforwards expire in the year 2001 and 2005. The loss
carryforward for the year 1994 is approximately $207,000. The amount available
for all years thereafter through full utilization is approximately $154,000
plus the amount of any loss carryforward not used in any prior tax year, which
is expected to be zero.

NOTE 8 - RELATED PARTIES:

Certain directors, officers and principal shareholders of the Bank have loans
and deposits with the Bank. These transactions are made in accordance with the
normal policies of the Bank. At December 31, 1993, the total amount of these
borrowings to related parties was approximately $1,041,000. These individuals
had deposits with the Bank at December 31, 1993 of $973,367.

NOTE 9 - REGULATORY RESTRICTIONS AND SHAREHOLDERS' EQUITY:

Banking regulations limit the amount of dividends that may be paid. The Bank
cannot pay dividends in any one year that exceed the sum of net income for that
year plus net income after dividends for the two preceding years without the
prior approval of the state and federal banking authorities. The Bank also
cannot declare a dividend at any time if net operating results for the current
year and the two preceding years combined is a loss or would cause the capital
accounts of the Bank to fall below the minimum amounts required by state and
federal banking laws and regulations.

Federal and state banking regulations also require the Bank maintain minimum
capital ratios under three separate computations. The following is a
reconciliation of shareholders' equity as reported in the financial statements
to regulatory capital as of December 31, 1993:

F-22
<PAGE> 85

<TABLE>
<CAPTION>
Tier 1 Total
Leverage Risk-Based Risk-Based
Capital Capital Capital
------- ------- -------
<S> <C> <C> <C>
Shareholders' equity $ 3,982,056 $ 3,982,056 $ 3,982,056

Nonallowable equity items:
Unrealized appreciation in
securities available-for-sale (26,882) (26,882) (26,882)

Additional capital items:
Allowable portion of
loan loss reserve - - 306,063
--------------- ------------- -------------

Regulatory capital $ 3,955,174 $ 3,955,174 $ 4,261,237
=============== ============= =============

Regulatory assets:
Average adjusted total assets $ 30,540,000
Total Risk Weighted assets $ 24,291,000 $ 24,291,000

Capital ratios 12.95% 16.28% 17.54%
--------------- ------------- -------------
Regulatory minimum 4.00% 8.00% 8.00%
=============== ============= =============
</TABLE>

NOTE 10 - RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:

<TABLE>
<CAPTION>
Year ended December 31,
1993 1992
---- ----
<S> <C> <C>
Net income $ 744,053 $ 266,713

Adjustments to reconcile net cash provided
by operating activities:
Provision for loan losses 167,206 245,864
Depreciation 37,864 41,267
Amortization of deferred loan fees (12,683) (9,860)
Amortization on investment securities 104,192 13,916
Increase in interest receivable (16,602) (4,052)
Decrease in other assets 17,263 44,078
Net increase in deferred tax asset (309,111)
Increase (decrease) in interest payable 6,077 (25,292)
Loss on real estate owned 103,893 24,500
(Decrease) increase in other liabilities (7,469) 18,389
Gain on sale of investment securities (40,948) (78,416)
------------- --------------
$ 793,735 $ 537,107
============= ==============
</TABLE>

F-23
<PAGE> 86

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of
Plant State Bank:

We have audited the accompanying balance sheets of Plant State Bank (a Florida
corporation) as of December 31, 1991 and 1990, and the related statements of
operations, stockholders' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Bank's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our 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 Plant State Bank as of
December 31, 1991 and 1990, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

Arthur Andersen, LLP
April 15, 1992,
Tampa, Florida

F-24
<PAGE> 87

PLANT STATE BANK

BALANCE SHEETS - DECEMBER 31, 1991 AND 1990

<TABLE>
<CAPTION>
ASSETS 1991 1990
------ --------------- --------------
<S> <C> <C>
ASSETS:
Cash and due from banks $ 774,417 $ 514,544
Federal funds sold 925,000 2,100,000
Investment securities (Note 2) 3,998,626 3,447,494
Loans, net (Notes 3 and 10) 17,680,612 14,942,720
Property and equipment, net (Note 4) 994,148 1,075,282
Accrued interest receivable 164,141 177,588
Other real estate owned 494,737 454,844
Other assets 85,829 207,105
--------------- --------------
Total assets $ 25,117,510 $ 22,919,577
=============== ==============

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

LIABILITIES:
Deposits (Notes 5 and 10)-
Noninterest-bearing $ 2,093,304 $ 1,439,280
Interest-bearing 20,934,229 19,293,998
--------------- --------------
Total deposits 23,027,533 20,733,278

Capital lease obligations (Note 7) 54,030 101,701
Accrued interest payable 57,308 89,387
Other liabilities 37,231 65,856
--------------- --------------
Total liabilities 23,176,102 20,990,222
=============== ==============

OFF-BALANCE-SHEET RISK AND COMMITMENTS (Note 8) -- --

STOCKHOLDERS' EQUITY (Note 9):
Common stock- $10 par value, 250,000 shares authorized;
234,170 shares issued and outstanding 2,341,700 2,341,700
Capital surplus 1,183,570 1,183,570
Accumulated deficit (1,583,862) (1,595,915)
--------------- --------------
Total stockholders' equity 1,941,408 1,929,355
--------------- --------------
Total liabilities and stockholders' equity $ 25,117,510 $ 22,919,577
=============== ==============
</TABLE>

The accompanying notes are an integral part of these balance sheets.

F-25
<PAGE> 88

PLANT STATE BANK

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1991 AND 1990

<TABLE>
<CAPTION>
1991 1990
-------------- --------------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 1,804,943 $ 1,296,646
Interest on federal funds sold and investment securities 363,154 454,415
-------------- --------------
Total interest income 2,168,097 1,751,061

INTEREST EXPENSE ON DEPOSITS (1,356,294) (1,249,429)
-------------- --------------

NET INTEREST INCOME 811,803 501,632

PROVISION FOR LOAN LOSSES (Note 3) (302,574) (221,366)
-------------- --------------

NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 509,229 280,266

OTHER OPERATING INCOME 256,166 169,987

GAIN (LOSS) ON OTHER REAL ESTATE OWNED 29,919 (79,715)
-------------- --------------

OTHER OPERATING EXPENSES:
Employee compensation and benefits 326,751 426,354
Occupancy and equipment 180,862 159,637
Legal and professional fees 47,233 75,818
Data processing 50,193 49,991
FDIC insurance 43,563 18,463
Supplies 34,203 36,562
Insurance 38,848 35,519
Taxes and licenses 14,148 18,258
Dues, memberships and subscriptions 13,751 8,564
Advertising and promotion 6,170 6,759
Other 27,539 32,970
-------------- --------------
Total other operating expenses 783,261 868,895
-------------- --------------

NET INCOME (LOSS) $ 12,053 $ (498,357)
============== ==============
</TABLE>

The accompanying notes are an integral part of these statements.

F-26
<PAGE> 89

PLANT STATE BANK

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1991 AND 1990

<TABLE>
<CAPTION>
Common Stock
-------------------------

Number Total
of Capital Accumulated Stockholders'
Shares Amount Surplus Deficit Equity
-------- -------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
BALANCE -
December 31, 1989 125,000 $ 1,250,000 $ 1,270,954 $ (1,097,558) $ 1,423,396

SALE OF
COMMON STOCK 109,170 1,091,700 (87,384) - 1,004,316

NET LOSS - - - (498,357) (498,357)
-------- -------------- ------------- --------------- -------------

BALANCE -
December 31, 1990 234,170 2,341,700 1,183,570 (1,595,915) 1,929,355

NET INCOME - - - 12,053 12,053
-------- -------------- ------------- --------------- -------------

BALANCE -
December 31, 1991 234,170 $ 2,341,700 $ 1,183,570 $ (1,583,862) $ 1,941,408
======== ============== ============= =============== =============
</TABLE>

The accompanying notes are an integral part of these statements.

F-27
<PAGE> 90

PLANT STATE BANK

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1991 AND 1990

<TABLE>
<CAPTION>
1991 1990
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 12,053 $ (498,357)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities-
Depreciation and amortization 93,400 101,606
Amortization of deferred loan fees (20,853) (24,734)
Amortization and accretion on investment
securities, net 7,038 (6,455)
(Gain) loss on other real estate owned (29,919) 79,715
Provision for loan losses 302,574 221,366
Decrease (increase) in accrued interest receivable 13,447 (82,938)
Decrease (increase) in other assets 121,276 (114,432)
(Decrease) increase in accrued interest payable (32,079) 39,358
(Decrease) increase in other liabilities (28,625) 1,542
Gain on sale of investment securities (59,765) --
-------------- --------------
Total adjustments 366,494 215,028
-------------- --------------
Net cash provided by (used in)
operating activities 378,547 (283,329)
-------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales and maturities of investment securities 3,859,698 600,000
Purchases of investment securities (4,358,103) (2,849,161)
Net increase in loans (3,277,577) (6,484,337)
Capital expenditures (12,266) (14,878)
Investments in other real estate owned (2,953) (24,767)
Net proceeds from sale of other real estate owned 250,943 23,898
-------------- --------------
Net cash used in investing activities (3,540,258) (8,749,245)
-------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 2,294,255 5,671,138
Payments under capital lease obligations (47,671) (53,615)
Proceeds from sale of common stock - 1,004,316
-------------- --------------
Net cash provided by financing activities 2,246,584 6,621,839
-------------- --------------
</TABLE>

F-28
<PAGE> 91

PLANT STATE BANK

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1991 AND 1990
(continued)

<TABLE>
<CAPTION>
1991 1990
-------------- --------------
<S> <C> <C>
NET DECREASE IN CASH AND CASH EQUIVALENTS (915,127) (2,410,735)

CASH AND CASH EQUIVALENTS, beginning of year 2,614,544 5,025,279
-------------- --------------

CASH AND CASH EQUIVALENTS, end of year $ 1,699,417 $ 2,614,544
============== ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during year for-
Interest $ 1,388,373 $ 1,223,160
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Loans totaling $257,964 and $122,845 were converted to other real estate
owned during 1991 and 1990, respectively.

The accompanying notes are an integral part of these statements.

F-29
<PAGE> 92

PLANT STATE BANK

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1991 AND 1990

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The accounting and reporting policies of Plant State Bank (the Bank) conform to
generally accepted accounting principles and to general practices within the
banking industry.

The financial statements are dependent upon estimates, appraisals and
evaluation of loans and other real estate owned. Changes in such estimates,
appraisals, and evaluations might be required because of rapidly changing
economic conditions and the economic prospects of borrowers. Such changes will
be reflected prospectively as they become known and the effects can be
determined.

The following summarizes the more significant accounting policies and
practices:

Investment Securities

Investment securities are stated at cost adjusted for amortization of premiums
and accretion of discounts, which are recognized as adjustments to interest
income. Management intends to hold the securities until maturity.

Loans

Interest on commercial and real estate loans and substantially all installment
loans is recognized monthly on the loan balance outstanding. The Bank's policy
is to discontinue accruing interest on delinquent loans which, in the opinion
of management, may be doubtful as to the collection of interest or principal.

Loan origination and commitment fees and certain direct loan origination costs
are deferred, and the net amount is amortized as an adjustment of the related
loan's yield. The Bank is generally amortizing these amounts over the
contractual lives of the related loans. The net amount of deferred origination
and commitment fees and deferred origination costs is presented as a reduction
of loans in the accompanying balance sheets.

Allowance for Loan Losses

An allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance when management
believes that the collectibility of the principal is unlikely. The allowance
is an amount that management believes will be adequate to absorb losses on
existing loans and commitments to extend credit, based on evaluations of the
collectibility of loans, which takes into consideration any prior loss
experience on loans and commitments to extend credit. The evaluations also
take into consideration such factors as changes in the nature and volume of the
loan portfolio, overall portfolio quality, loan concentrations, commitments,
review of specific problem loans and current and anticipated economic
conditions that may affect the borrowers' ability to pay.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and
amortization, computed using the straight-line method over the estimated useful
lives of the assets or the term of the related leases, whichever is shorter.

F-30
<PAGE> 93
Other Real Estate Owned

Other real estate owned represents properties acquired through foreclosure.
These properties are carried at the lower of cost or net realizable value.
Routine holding costs, declines in market value and gains and losses on
disposal are reflected in current operations.

Income Taxes

During February 1992, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 109, Accounting for Income Taxes. This Statement supersedes
APB Opinion No. 11 which is used in the accompanying financial statements. The
Bank is required to adopt a new method of accounting for income taxes beginning
in 1993, although earlier adoption is permitted. The Bank has not adopted
Statement No. 109 in the accompanying financial statements and the effect of
adoption has not been determined.

Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks and federal funds sold. Generally, federal funds
are sold for one-day periods.

2. INVESTMENT SECURITIES:

The investment portfolio is carried at cost due to management's intent and
ability to hold the securities until maturity. The market and carrying value
of investment securities at December 31, 1991 and 1990, is summarized as
follows:

<TABLE>
<CAPTION>
1991
-----------------------------------------------------------------
Unrealized
-------------------------------
Carrying Market
Value Gain (Loss) Value
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
U.S. Treasury $ 603,677 $ 22,049 $ - $ 625,726
U.S. Government agencies 2,132,596 26,313 - 2,158,909
Corporations 1,262,353 14,829 - 1,277,182
Other - - - -
-------------- ------------- ------------- --------------
$ 3,998,626 $ 63,191 $ - $ 4,061,817
============== ============= ============= ==============
</TABLE>

<TABLE>
<CAPTION>
1990
-----------------------------------------------------------------
Unrealized
-------------------------------
Carrying Market
Value Gain (Loss) Value
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
U.S. Treasury $ 898,247 $ 12,769 $ - $ 911,016
U.S. Government agencies 1,751,301 13,443 (1,527) 1,763,217
Corporations 797,946 283 (10,900) 787,329
Other - - - -
-------------- ------------- -------------- --------------
$ 3,447,494 $ 26,495 $ (12,427) $ 3,461,562
============== ============= ============== ==============
</TABLE>

Contractual maturities of debt securities classified as investment securities
as of December 31, 1991, were as follows:

<TABLE>
<CAPTION>
Amortized Market
Cost Value
-------------- --------------
<S> <C> <C>
Due in one year or less $ 502,730 $ 505,530
Due in one to five years 3,195,140 3,248,030
Due in five to ten years 300,756 308,257
-------------- --------------
$ 3,998,626 $ 4,061,817
============== ==============
</TABLE>

F-31
<PAGE> 94

At December 31, 1991 and 1990, the Bank had investment securities of
approximately $1,508,559 and $1,084,906 pledged as collateral for public
deposits.

3. LOANS:

Loans consisted of the following at December 31, 1991 and 1990:

<TABLE>
<CAPTION>
1991 1990
----------------- -----------------
<S> <C> <C>
Commercial $ 11,599,362 $ 8,852,813
Real estate 4,456,328 4,576,515
Consumer 1,943,511 1,727,367
Consumer lines of credit - 80,933
----------------- -----------------
17,999,201 15,237,628
Less:
Allowance for loan losses (300,000) (263,265)
Deferred loan fees (18,231) (25,785)
Unearned income on consumer loans (358) (5,858)
----------------- -----------------

Loans, net $ 17,680,612 $ 14,942,720
================= =================
</TABLE>

Changes in the allowance for loan losses for the year ended December 31, 1991
and 1990, were as follows:

<TABLE>
<CAPTION>
1991 1990
----------------- -----------------
<S> <C> <C>
Balance, beginning of year $ 263,265 $ 107,276
Provision for loan losses 302,574 221,366
Loans charged off (271,689) (73,111)
Recoveries of charged-off loans 5,850 7,734
----------------- -----------------

Balance, end of year $ 300,000 $ 263,265
================= =================
</TABLE>

During 1991, the Bank restructured commercial loans with principal balances
totaling approximately $475,000. Interest income of $35,552 is included in the
accompanying financial statements related to these restructured loans.
Interest income of $49,875 would have been recorded had the loans remained in
compliance with the original terms.

Loans on which interest was not being accrued totaled approximately $234,000
and $172,000 at December 31, 1991 and 1990, respectively.

4. PROPERTY AND EQUIPMENT:

Property and equipment consisted of the following at December 31, 1991 and
1990:

<TABLE>
<CAPTION>
Useful Life 1991 1990
----------- ----------------- -----------------
(years)
<S> <C> <C> <C>
Land - $ 264,184 $ 264,184
Building and improvements 4-31 817,128 818,454
Furniture and equipment 7 83,057 69,465
Furniture and equipment held
under capital leases 5 308,234 308,234
----------------- -----------------
1,472,603 1,460,337
Less- Accumulated depreciation and
amortization (478,455) (385,055)
----------------- -----------------
Property and equipment, net $ 994,148 $ 1,075,282
================= =================
</TABLE>

F-32
<PAGE> 95

5. DEPOSITS:

Deposits at December 31, 1991 and 1990, are summarized as follows:

<TABLE>
<CAPTION>
1991 1990
----------------- -----------------
<S> <C> <C>
Noninterest-bearing demand $ 2,093,304 $ 1,439,280
Interest-bearing demand 2,150,615 1,647,829
Money market 3,983,976 1,206,825
Savings 1,980,976 1,884,936
----------------- -----------------
10,208,871 6,178,870
Time Deposits:
Certificates of deposit of $100,000 or more 2,189,334 3,834,373
Other 10,629,328 10,720,035
----------------- -----------------
12,818,662 14,554,408
----------------- -----------------
$ 23,027,533 $ 20,733,278
================= =================
</TABLE>

6. INCOME TAXES:

The Bank had net operating loss carryforwards available to offset future
federal and state taxable income of approximately $1,673,000 as of December 31,
1991. These carryforwards expire in years 2001 through 2005. As of December
31, 1991, net operating loss carryforwards of approximately $1,650,000 were
available to offset future book income tax provisions.

Certain limitations apply to approximately $1,400,000 of the above NOL
carryforwards available to offset future federal and state taxable income.
These limitations allow the Bank to use up to $153,000 of those net operating
losses each year. These limitations may also limit the amount of net operating
losses available to offset book taxable income in those years.

The amount of the net operating loss carryforward not used in any tax year can
be carried forward to future years until the expiration of the carryforward.

7. CAPITAL LEASE OBLIGATIONS:

The Bank leases certain furniture and equipment under capital leases. The
leases extend through November 14, 1992, and provide for payment of a leasing
fee of prime minus 3-1/2 percent of the outstanding capital lease obligation.
The minimum lease payments at December 31, 1991, were $54,030 and do not
include these amounts.

8. OFF-BALANCE-SHEET RISK AND COMMITMENTS:

Concentration of Credit Risk

The Bank's core customer loan base is located in Hillsborough County, Florida.
However, this base is diversified over a number of different industries. At
December 31, 1991, approximately 33 percent of the Bank's loan portfolio was
unsecured. Collateral for secured loans varies but may include premises and
equipment, inventory and accounts receivable.

Off-Balance-Sheet Items

The Bank is a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include commitments to extend credit, stand by letters of
credit and adjustable rate certificates of deposit with interest rate floors.
These financial instruments involve, to varying degrees, elements of credit and
interest-rate risk that are not recognized in the accompanying balance sheets.

The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and standby
letters of credit is represented by the contractual amount of those

F-33
<PAGE> 96

instruments. The Bank uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.

A summary of financial instruments with off-balance-sheet risk at December 31,
1991, is as follows:

<TABLE>
<CAPTION>
Contractual
Amount
-------------
<S> <C>
Commitments to extend credit $ 1,228,535
Standby letters of credit 60,701
-------------
$ 1,289,236
=============
</TABLE>

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

Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. They are issued only
on behalf of the Bank's strongest customers and typically do not extend beyond
one year. The credit risk involved in issuing letters of credit is essentially
the same as that involved in extending loan facilities to customers. The
extent of collateral held for those commitments at December 31, 1991, varied
from 0 percent to 100 percent; the total amount collateralized was 6.4 percent.

The Bank issued adjustable rate certificates of deposits which possess an
interest rate floor and permit the depositor to make unlimited principal
additions through the expiration date of the certificates. The expiration
dates of these certificates of deposit extend through June 27, 1992.

9. STOCKHOLDERS' EQUITY:

Florida Statutes limit the amount of dividends the Bank can pay in any given
year to that year's net income plus retained net income from the two preceding
years. Dividends for 1992 will be restricted to the excess of 1992 net income
over the retained deficit for 1990 and 1991 of $486,000 as a result of these
statutes.

10. RELATED PARTY TRANSACTIONS:

At December 31, 1991 and 1990, certain officers and directors were indebted to
the Bank in the aggregate amount of approximately $1,421,000 and $1,332,000 and
had deposits with the Bank totaling approximately $1,646,000 and $591,000,
respectively. In the opinion of management, all of these transactions were
made in the normal course of business on substantially the same terms as
transactions with other customers of similar size and financial stability.

11. REGULATORY MATTERS:

The Bank has entered into an agreement with the Federal Deposit Insurance
Corporation and the Comptroller of the State of Florida. In effect, the Bank
has agreed to meet, and operate within, certain guidelines. Among other
things, the agreement requires that the Bank maintain certain capital ratios
and meet a reduction schedule for certain classified assets. At December 31,
1991, the Bank was in substantial compliance with all stated items in the
agreement.

F-34
<PAGE> 97
EXHIBIT A

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST BANK OF WEST FLORIDA

AND

PLANT STATE BANK

JOINED IN BY

SOUTHTRUST OF FLORIDA, INC.

AND

SOUTHTRUST CORPORATION

A-1
<PAGE> 98

ARTICLE I

THE MERGER

<S> <C> <C>
Section 1.1 Consummation of Merger; Closing Date; Constituent Corporations . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.4 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.5 Certain Due Diligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Plant State Bank Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.2 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.3 Effectuating Conversion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.4 Laws of Escheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PLANT STATE BANK

Section 3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.3 Financial Statements; Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.4 Loan Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.5 Certain Loans and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.6 Authority; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.7 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.8 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.9 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.10 Legal Proceedings; Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.11 Taxes and Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.13 Title and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.14 Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.15 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.16 Commitments and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.17 Regulatory and Accounting Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
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

ARTICLE IV

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

Section 4.1 Organization and Related Matters of SouthTrust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.2 Organization and Related Matters of ST-Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

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<PAGE> 99

<TABLE>
<S> <C> <C>
Section 4.3 Organization and Related Matters of ST-Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.4 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.5 Authority; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.13 No Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.14 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Plant State Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.2 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.3 Access to Properties; Personnel and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.4 Approval of Plant State Bank Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.5 No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.6 Notice of Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.7 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.8 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.9 Environmental Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.10 Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.11 Surveys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.12 Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.13 Exemption Under Anti-Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>

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<PAGE> 100
<TABLE>
<CAPTION>
ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

<S> <C> <C>
Section 6.1 Best Efforts; Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 6.2 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 6.3 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 6.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 6.5 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 6.6 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 6.7 Reservation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 6.8 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 6.9 Short Year Tax Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

Section 7.1 Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.4 Proxy Statement and Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE VIII

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

Section 8.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.6 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.7 Material Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 8.8 Matters Relating to Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 8.9 Outstanding Shares of Plant State Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 8.10 Dissenters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 8.11 Certification of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF PLANT STATE BANK

Section 9.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.5 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.6 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.7 SouthTrust Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.8 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.10 Extraordinary Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 9.11 Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

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<TABLE>
<CAPTION>
ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

<S> <C> <C>
Section 10.1 Certain Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 10.2 Termination Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 10.3 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 10.4 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 10.5 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 10.6 Non-Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 11.3 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.8 Persons Bound; No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.9 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.11 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>

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<PAGE> 102

AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST BANK OF WEST FLORIDA
AND
PLANT STATE BANK
JOINED IN BY
SOUTHTRUST OF FLORIDA, INC.
AND
SOUTHTRUST CORPORATION

This AGREEMENT AND PLAN OF MERGER, dated as of the 28th day of
October 1994 (this "Agreement"), by and between SouthTrust Bank of West
Florida, a Florida state banking corporation ("ST-Bank"), and Plant State Bank,
a Florida state banking corporation ("Plant State Bank"), and joined in by
SouthTrust of Florida, Inc., a Florida corporation and the owner of all of the
capital stock of ST-Bank ("ST-Florida"), and SouthTrust Corporation, a Delaware
corporation ("SouthTrust").

WITNESSETH THAT:

WHEREAS, ST-Florida wishes to acquire the assets and business
of Plant State Bank in exchange for stock of SouthTrust, the parent corporation
of ST-Florida, 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-Florida desires to effect such acquisition through
its wholly-owned subsidiary, ST-Bank, and has directed that it acquire the
assets and business of Plant State Bank by causing Plant State Bank to be
merged into ST-Bank;

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

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

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

WHEREAS, SouthTrust, on behalf of and as the sole shareholder
of ST-Florida, will deliver to ST-Florida, which in turn will deliver to the
shareholders of Plant State Bank, the consideration to be paid pursuant to the
Merger in accordance with the terms of this Agreement;

WHEREAS, SouthTrust, on behalf of and as sole shareholder of
ST-Florida will cause ST-Florida to perform its obligations provided for
hereunder and otherwise take or cause to be taken the various other actions
provided for herein to facilitate the administration of the transactions
provided for herein in accordance with the terms and provisions hereof;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants, representations, warranties and agreements herein contained,
the parties agree that Plant State Bank will be merged with and into ST-Bank
and that the terms and conditions of the Merger, the mode of carrying the
Merger into effect, including the manner of converting the shares of common
stock of Plant State Bank, par value $10.00 per share, into shares of common
stock of SouthTrust, par value of $2.50 per share, shall be as hereinafter set
forth.

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<PAGE> 103

ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date; Constituent
Corporations. (a) Subject to the provisions hereof, Plant State Bank shall be
merged with and into ST-Bank (which has heretofore and shall hereinafter be
referred to as the "Merger") pursuant to Sections 658.40 through 658.45 of the
Florida Financial Institutions Code and the applicable laws of the State of
Florida, and ST-Bank shall be the resulting bank (sometimes hereinafter
referred to as the "Resulting Bank" when reference is made to it after the
Effective Time of the Merger (as defined below)). The Merger shall become
effective on the date and at the time on which the Merger is deemed effective
by each of the Florida Department of Banking and Finance and the Federal
Deposit Insurance Corporation (such time is hereinafter referred to as the
"Effective Time of the Merger"). Subject to the terms and conditions hereof,
unless otherwise agreed upon by SouthTrust and Plant State Bank, the Effective
Time of the Merger shall occur on the first (1st) business day following the
later to occur of (i) the effective date (including expiration of any
applicable waiting period) of the last required Consent (as defined below) of
any Regulatory Authority (as defined below) having authority over the
transactions contemplated under this Agreement and (ii) the date on which the
shareholders of Plant State Bank, to the extent their approval is required by
applicable law, approve the transactions contemplated by this Agreement. As
used in this Agreement, "Consent" shall mean a consent, approval or
authorization, waiver, clearance, exemption or similar affirmation by any
person pursuant to any contract, permit, law, regulation or order, and
"Regulatory Authorities" shall mean, collectively, the Federal Trade Commission
(the "FTC"), the United States Department of Justice (the "Justice
Department"), the Board of Governors of the Federal Reserve System (the "FRB"),
the Office of Thrift Supervision (including its predecessor, the Federal Home
Loan Bank Board) (the "OTS")), the Office of the Comptroller of the Currency
(the "OCC"), the Federal Deposit Insurance Corporation (the "FDIC"), and all
state regulatory agencies having jurisdiction over the parties and their
respective bank subsidiaries, the National Association of Securities Dealers,
Inc., all national securities exchanges and the Securities and Exchange
Commission (the "SEC").

(b) The closing of the Merger (the "Closing")
shall take place at the principal offices of Fowler, White, Gillen, Boggs,
Villareal & Banker, P.A. 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 Plant State Bank is
located at 202 South Wheeler Street, Plant City, Florida 33566. The main
office of ST-Bank is located at 150 Second Avenue North, St. Petersburg,
Florida 33701-3316, and in addition, ST-Bank has branch offices located at the
addresses set forth in Disclosure Schedule 1.1(c) hereto.

(d) The proposed main office of the Resulting
Bank shall be located at 150 Second Avenue North, St. Petersburg, Florida
33701-3316. The branch offices of the Resulting Bank shall be each existing
branch office of Plant State Bank and ST-Bank and the existing main office of
Plant State Bank.

(e) As of June 30, 1994, Plant State Bank had
total capital of $3,860,000 divided into 293,170 shares of common stock, each
of $10.00 par value, and surplus, undivided profits and unrealized loss on
securities available for sale of $928,300 and ST-Bank had total capital of
$69,807,000 divided into 150,000 shares of common stock, each of $5.00 par
value, and surplus and undivided profits of $69,057,000.

(f) After the Effective Time of the Merger, the
Resulting Bank shall have 150,000 shares of common stock, par value $5.00 per
share ("ST-Bank Common Stock"), authorized, 150,000 shares of which shall be
issued and outstanding and no shares of which shall be held as treasury stock.
The total amount of capital stock of the Resulting Bank shall be $73,667,000,
and the total capital of the Resulting Bank shall consist of such capital
stock, plus the combined capital and surplus of Plant State Bank (including
unrealized losses on securities available for sale) and ST-Bank (as stated in
Section 1.1(e), 1.1(f) hereof), adjusted, however, for earnings (losses)
between June 30, 1994 and the Effective Time of the Merger.

A-7
<PAGE> 104

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

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

(b) The shares of common stock, par value $5.00,
of ST-Bank issued and outstanding immediately prior to the Effective Time of
the Merger shall remain outstanding and unchanged after the Merger and shall
thereafter constitute all of the issued and outstanding shares of capital stock
of the Resulting Bank.

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

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

Section 1.5 Certain Due Diligence. SouthTrust will initiate a
pre-acquisition investigation and review of the books, records, facilities,
assets, business, financial condition, results of operations and prospects of
Plant State Bank, including matters related to extensions of credit, credit
quality and the adequacy of loan loss reserves, as soon as possible after
execution of this Agreement and will complete such pre-acquisition
investigation not later than the close of business on November 1, 1994 (the
"Special Due Diligence Date"). Following completion of this process, and, in
any event, prior to the Special Due Diligence Date, SouthTrust, if it
determines not to proceed with the transactions contemplated by this Agreement,
shall advise Plant State Bank in writing of this fact, which shall operate as a
termination of this Agreement (a "Special Due Diligence Termination Notice").
If SouthTrust fails to give a Special Due Diligence Termination Notice prior to
the Special Due Diligence Date, this Agreement shall remain in full force and
effect, subject to the rights of termination of the parties set forth in
Article X hereof.

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<PAGE> 105

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Plant State Bank 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 Plant State Bank, par value $10.00 (the "Plant
State Bank Shares"):

(a) All Plant State Bank Shares which are held by Plant State Bank
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, each
Plant State Bank Share outstanding immediately prior to the
Effective Time of the Merger shall be converted into the right
to receive 1.3 shares of common stock of SouthTrust (and the
rights associated therewith issued pursuant to a Rights
Agreement dated February 22, 1989 between SouthTrust and
Mellon Bank, N.A.) (such shares and rights, together, being
referred to as the "SouthTrust Shares") (such shares, as may
be adjusted, as provided herein, being hereinafter referred to
as the "Conversion Ratio"). The Conversion Ratio, including
the number of SouthTrust Shares issuable in the Merger, shall
be subject to an appropriate adjustment in the event of any
stock split, reverse stock split, dividend payable in
SouthTrust Shares, reclassification or similar distribution
whereby SouthTrust issues SouthTrust Shares or any securities
convertible into or exchangeable for SouthTrust Shares without
receiving any consideration in exchange therefor, provided
that the record date of such transaction is a date after the
date of the Agreement and prior to the Effective Time of the
Merger.

(c) Each outstanding Plant State Bank Share, the holder of which
has demanded and perfected his demand for payment of the "fair
or appraised" value of such share in accordance with Sections
607.1301, 607.1302 and 607.1320 of the 1989 Florida Business
Corporation Act (the "Dissent Provisions"), to the extent
applicable, and has not effectively withdrawn or lost his
right to such appraisal (the "Dissenting Plant State Bank
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. Plant State Bank shall
give SouthTrust prompt notice upon receipt by Plant State Bank
of any written objection to the Merger and any written demands
for payment of the fair or appraised value of Plant State Bank
Shares, and of withdrawals of such demands, and any other
instruments provided to Plant State Bank 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 Plant
State Bank Shares held by such Dissenting Shareholder shall
receive payment therefor from SouthTrust Bank of Alabama,
N.A., as escrow agent (the "Escrow Agent") on behalf of Plant
State Bank, out of funds provided to the Escrow Agent by Plant
State Bank 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 Plant
State Bank Shares shall be canceled. Prior to the Effective
Time of the Merger, Plant State Bank shall not, except with
the prior written consent of ST-Florida, 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 Plant State Bank
Shares held by such Dissenting Shareholder shall thereupon be

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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, Plant State Bank
shall deposit with the Escrow Agent an amount in cash equal to
125% of the consideration (assuming that the market value of
one SouthTrust Share is the last sale price of a SouthTrust
Share, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System - National Market
System ("NASDAQ") on the last trading day preceding the
Effective Time of the Merger) such Dissenting Shareholder
would have received in the Merger but for the exercise of the
Dissent Provisions (the "Dissent Escrow"). The Escrow Agent
shall disburse the Dissent Escrow to such Dissenting
Shareholders in accordance with the Dissent Provisions. Any
and all funds remaining in the Dissent Escrow after such
disbursement shall be remitted by the Escrow Agent to the
Resulting Bank.

Section 2.2 Fractional Shares. Notwithstanding any other
provision of this Agreement, each holder of Plant State Bank Shares converted
pursuant to the Merger, who would otherwise have been entitled to receive a
fraction of a SouthTrust Share (after taking into account all certificates
delivered by such holder), shall receive, in lieu thereof, cash (without
interest) in an amount equal to such fractional part of such SouthTrust Share,
multiplied by the market value of one SouthTrust Share at the Effective Time of
the Merger. The market value of one SouthTrust Share at the Effective Time of
the Merger shall be the last sale price of such SouthTrust Shares, as reported
by NASDAQ on the last trading day preceding the Effective Time of the Merger
or, if the SouthTrust Shares hereafter become listed for trading on any
national securities exchange registered under the Securities Exchange Act of
1934, the last sale price of such SouthTrust Shares on the applicable date as
reported on the principal securities exchange on which the SouthTrust Shares
are then listed for trading. No such holder will be entitled to dividends,
voting rights or any other rights as a shareholder in respect of any fractional
share.

Section 2.3 Effectuating Conversion. (a) As soon as
practicable following the Closing Date, SouthTrust, on behalf of ST-Florida,
shall send or cause to be sent to each former holder of record of Plant State
Bank Shares transmittal materials (the "Letter of Transmittal") for use in
exchanging their certificates formerly representing Plant State Bank Shares for
the consideration provided in this Agreement. The Letter of Transmittal will
contain instructions with respect to the surrender of certificates formerly
representing Plant State Bank Shares for the consideration contemplated by this
Agreement and will require each holder of Plant State Bank Shares to transfer
good and marketable title to such Plant State Bank Shares to ST-Bank, free and
clear of all liens, claims and encumbrances. Upon receipt of properly
completed Letters of Transmittal, SouthTrust, on behalf of ST-Florida, shall
cause the appropriate number of SouthTrust Shares to be issued to the former
holders of Plant State Bank Shares. Amounts that would have been payable to
Dissenting Shareholders for Plant State Bank Shares but for the fact of their
dissent in accordance with the provisions of Section 2.1 hereof, shall be
handled in accordance with and in a manner consistent with the Dissent
Provisions.

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

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

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

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

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

(d) In the event that the delivery of the consideration
contemplated by this Agreement is to be made to a person other than the person
in whose name any certificate representing Plant State Bank 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 ST-Florida, or
their agents or designees, that such tax has been paid or is not applicable.

(e) No holder of Plant State Bank 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 respecting 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 Plant
State Bank Shares, and SouthTrust shall not be obligated to deliver any of the
consideration contemplated by this Agreement, any amount of cash representing
Plant State Bank Shares as provided for by the Agreement. Subject to
applicable laws, following surrender of any such certificate or certificates,
there shall be paid to the holder of the certificate or certificates then
representing SouthTrust Shares issued in the Merger, without interest at the
time of such surrender, the consideration contemplated by this Agreement, the
amount of any cash representing fractional SouthTrust Shares and the amount of
any dividends or other distributions with respect to SouthTrust Shares to which
such holder is entitled as a holder of SouthTrust Shares.

Section 2.4 Laws of Escheat. If any of the consideration due or
other payments to be paid or delivered to the holders of Plant State Bank
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, ST-Florida
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
Plant State Bank, SouthTrust, ST-Florida, ST-Bank, nor any of their agents or
designees shall be liable to a holder of Plant State Bank Shares for any amount
paid or property delivered in good faith to a public official pursuant to and
in accordance with any applicable abandoned property, escheat or similar law.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PLANT STATE BANK

Plant State Bank hereby represents and warrants to ST-Bank, ST-Florida
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) Plant State Bank is a
state banking corporation duly organized, validly existing and in good standing
under the laws of the State of Florida. Plant State Bank 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 Plant State
Bank 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

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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 Plant
State Bank. True and correct copies of the articles of incorporation of Plant
State Bank and the bylaws of Plant State Bank, each as amended to the date
hereof, have been delivered to SouthTrust.

(b) Plant State Bank 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 Plant
State Bank.

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

(d) The minute books of Plant State Bank 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
Plant State Bank consists of 500,000 shares of common stock, par value $10.00
(hereinbefore and hereinafter referred to as "Plant State Bank Shares"),
293,170 shares of which as of the date hereof are issued and outstanding (none
of which is held in the treasury of Plant State Bank). All of the issued and
outstanding Plant State Bank 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
Plant State Bank.

Section 3.3 Financial Statements; Filings. (a) Plant State
Bank has previously delivered to SouthTrust copies of the financial statements
of Plant State Bank as of and for the years ended December 31, 1993, 1992 and
1991 (such financial statements being hereinafter referred to collectively as
the "Annual Financial Statements of Plant State Bank"), and as of and for the
periods ended June 30, 1994 and March 31, 1994 (such interim financial
statements being hereinafter referred to collectively as the "Interim Financial
Statements of Plant State Bank"), and Plant State Bank 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 Plant State Bank, the financial statements of Plant State
Bank as of and for such subsequent calendar quarter (or other reporting period)
or year (such Annual Financial Statements of Plant State Bank and Interim
Financial Statements of Plant State Bank, unless otherwise indicated, being
hereinafter referred to collectively as the "Financial Statements of Plant
State Bank").

(b) Plant State Bank has previously delivered to
SouthTrust copies of the call reports of Plant State Bank as of and for the
years ended December 31, 1993, 1992 and 1991 (such call reports being
hereinafter referred to collectively as the "Annual Call Reports of Plant State
Bank"), and as of and for the periods ended June 30, 1994 and March 31, 1994
(such interim call reports being hereinafter referred to collectively as the
"Interim Call Reports of Plant State Bank"), and Plant State Bank 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 Plant State Bank, the call reports of Plant State Bank as of and for
each such subsequent calendar quarter (or other reporting period) or year (such
Annual Call Reports of Plant State Bank and Interim Call Reports of Plant State
Bank, unless otherwise indicated, being hereinafter referred to collectively as
the "Call Reports of Plant State Bank").

(c) Each of the Annual Financial Statements of Plant
State Bank and each of the Annual Call Reports of Plant State Bank (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 Plant State Bank are
being, and will be maintained in all material respects in accordance with
applicable legal and accounting requirements and reflect only actual
transactions. Each of the Annual Financial Statements of Plant State Bank and
each of the Annual Call Reports of

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Plant State Bank (including the related notes, where applicable) fairly present
or will fairly present the financial position of Plant State Bank as of the
respective dates thereof and fairly present or will fairly present the results
of operations of Plant State Bank for the respective periods therein set forth.

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

(e) To the extent not prohibited by law, Plant State Bank
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
Plant State Bank with the Regulatory Authorities, and will from time to time
hereafter furnish to SouthTrust, upon filing or furnishing the same to the
Regulatory Authorities, all such reports and filings made after the date hereof
with the Regulatory Authorities. As of the respective dates of such reports
and filings, all such reports and filings did not and shall not contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

(f) Since December 31, 1993, Plant State Bank 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 Plant State Bank, except obligations and liabilities
(i) which are accrued or reserved against in the Financial Statements of Plant
State Bank or the Call Reports of Plant State Bank, or reflected in the notes
thereto, or (ii) which were incurred after December 31, 1993, in the ordinary
course of business consistent with past practices. Since December 31, 1993,
Plant State Bank has not incurred or paid any obligation or liability which
would be material to Plant State Bank, except as may have been incurred or paid
in the ordinary course of business, consistent with past practices.

Section 3.4 Loan Portfolio. Except as set forth in Disclosure
Schedule 3.4, (i) all evidences of indebtedness in original principal amount in
excess of $5,000 reflected as assets in the Financial Statements of Plant State
Bank and the Call Reports of Plant State Bank as of and for the year ended
December 31, 1993 and as of and for the periods ended June 30, 1994 and March
31, 1994 were as of such dates in all respects the binding obligations of the
respective obligors named therein in accordance with their respective terms
subject to applicable bankruptcy and insolvency laws, (ii) the allowances for
possible loan losses shown on the Financial Statements of Plant State Bank and
the Call Reports of Plant State Bank as of and for the year ended December 31,
1993 and as of and for the periods ended June 30, 1994 and March 31, 1994 were,
and the allowance for possible loan losses to be shown on the Financial
Statements of Plant State Bank and the Call Reports of Plant State Bank as of
any date subsequent to the execution of this Agreement will be, as of such
dates, adequate to provide for possible losses, net of recoveries relating to
loans previously charged off, in respect of loans outstanding (including
accrued interest receivable) of Plant State Bank 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, Plant State Bank is not a party to any
written or oral: (i) loan agreement, note or borrowing arrangement, other than
credit card loans and other loans the unpaid balance of which does not exceed
$5,000 per loan, under the terms of which the obligor is sixty (60) days
delinquent in payment of principal or interest or in default of any other
provision as of the date hereof; (ii) loan agreement, note or borrowing
arrangement which has been classified as "substandard," "doubtful," "loss,"
"other loans especially mentioned," "other assets especially mentioned" or any
comparable classifications by such persons; (iii) loan agreement, note or
borrowing arrangement, including any loan guaranty, with any director or
executive officer of Plant State Bank or any ten percent (10%) shareholder of
Plant State Bank, 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 Plant State Bank 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 Plant State Bank.

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Section 3.6 Authority; No Violation. (a) Plant State Bank has
full corporate power and authority to execute and deliver this Agreement and,
subject to the approval of the shareholders of Plant State Bank and to the
receipt of the Consents of the Regulatory Authorities, to consummate the
transactions contemplated hereby. The Board of Directors of Plant State Bank
has duly and validly approved this Agreement and the transactions contemplated
hereby, has authorized the execution and delivery of this Agreement, has
directed that this Agreement and the transactions contemplated hereby be
submitted to Plant State Bank'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 Plant State Bank
are necessary to consummate the transactions so contemplated. This Agreement,
when duly and validly executed by Plant State Bank and delivered by Plant State
Bank, will constitute a valid and binding obligation of Plant State Bank, and
will be enforceable against Plant State Bank 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 Plant State Bank nor the consummation by Plant State Bank of the
transactions contemplated hereby, nor compliance by Plant State Bank with any
of the terms or provisions hereof, will (i) violate any provision of the
Articles of Incorporation or Bylaws of Plant State Bank, (ii) assuming that the
Consents of the Regulatory Authorities and approvals referred to herein are
duly obtained, violate any statute, code, ordinance, rule, regulation,
judgment, order, writ, decree or injunction applicable to Plant State Bank 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 Plant State Bank 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 Plant State Bank is a party, or by which Plant State Bank or any of
its properties or assets may be bound or affected.

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

Section 3.8 Broker's Fees. Neither Plant State Bank nor any of
its officers or directors has employed any broker or finder or incurred any
liability for any broker's fees, commissions or finder's fees in connection
with any of the transactions contemplated by this Agreement.

Section 3.9 Absence of Certain Changes or Events. Except as set
forth in Disclosure Schedule 3.9, since December 31, 1993, 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 Plant State Bank Shares
or (ii) any material adverse change in the financial condition of Plant State
Bank, including, without limitation, any deterioration in the supervisory
standing or rating of Plant State Bank with any Regulatory Authority, and no
fact or condition exists as of the date hereof which might reasonably be
expected to cause any such material adverse change in the next twelve months.

Section 3.10 Legal Proceedings; Etc. Except as set forth in
Disclosure Schedule 3.10, Plant State Bank is not a party to any, and there are
no pending or, to the knowledge of Plant State Bank, threatened, judicial,
administrative, arbitral or other proceedings, claims, actions, causes of
action or governmental investigations against Plant State Bank challenging the
validity of the transactions contemplated by this Agreement and, to the
knowledge of Plant State Bank, as of the date hereof, there is no material
proceeding, claim, action or governmental investigation against Plant State
Bank; no judgment, decree, injunction, rule or order of any court, governmental
department, commission, agency, instrumentality or arbitrator is outstanding
against Plant State Bank which has a material adverse effect on of Plant State
Bank; there is no default by Plant State Bank under any material contract

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or agreement to which Plant State Bank is a party; and Plant State Bank is not
party to any agreement, order or memorandum in writing by or with any
Regulatory Authority restricting the operations of Plant State Bank and Plant
State Bank has not been advised by any Regulatory Authority that any such
Regulatory Authority is contemplating issuing or requesting the issuance of any
such order or memorandum in the future.

Section 3.11 Taxes and Tax Returns. (a) Plant State Bank has
previously delivered or made available to SouthTrust copies of the federal
income tax returns of Plant State Bank for the years 1993, 1992 and 1991 and
all schedules and exhibits thereto, and will provide SouthTrust with a copy of
its federal income tax return for the year 1994 with all exhibits and schedules
thereto, when such return is filed, and, to the knowledge of Plant State Bank,
such returns have not been examined by the Internal Revenue Service. Plant
State Bank has duly filed in correct form all federal, state and local
information returns and tax returns required to be filed by it on or prior to
the date hereof, and Plant State Bank has duly paid or made adequate provisions
for the payment of all taxes and other governmental charges which have been
incurred or are due or claimed to be due from it by any federal, state or local
taxing authorities (including, without limitation, those due in respect of the
properties, income, business, capital stock, deposits, franchises, licenses,
sales and payrolls of Plant State Bank) 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 Plant State Bank and the Call Reports
of Plant State Bank 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. Plant State Bank is not responsible for the taxes of any other
person other than Plant State Bank under treasury Regulation 1.1502-6 or any
similar provision of federal, state or foreign law.

(b) (i) Proper and accurate amounts have been withheld by
Plant State Bank from its employees and others for all prior periods in
compliance in all material respects with the tax withholding provisions of all
applicable federal, state and local laws and regulations, and proper due
diligence steps have been taken in connection with back-up withholding, (ii)
federal, state and local returns have been filed by Plant State Bank for all
periods for which returns were due with respect to income tax withholding,
Social Security and unemployment taxes and (iii) the amounts shown on such
returns to be due and payable have been paid in full or adequate provision
therefor has been included by Plant State Bank in the Financial Statements of
Plant State Bank.

Section 3.12 Employee Benefit Plans. (a) Plant State Bank does
not have or maintain any "employee benefit plan," as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
except as described in Disclosure Schedule 3.12(a).

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

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

(e) No prohibited transaction (which shall mean any
transaction prohibited by Section 406 of ERISA and not exempt under Section 408
of ERISA) has occurred with respect to any employee benefit plan maintained by
Plant State Bank (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 Plant State Bank; and, to the
best knowledge of Plant State Bank, no actions have occurred which could
result in the imposition of a penalty under any section or provision of ERISA.

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

(g) All reporting or disclosure requirements applicable
to any such "employee benefit plan" under ERISA or the Code have been met on a
timely basis.

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

(i) Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (i) result in
any material payment (including, without limitation, severance, unemployment
compensation, golden parachute or otherwise) becoming due to any director or
any officer or employee of Plant State Bank 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) Plant State Bank
has good and marketable title in fee simple absolute, to all assets and
properties, real or personal, tangible or intangible, reflected as owned by or
carried under the name of Plant State Bank on the Financial Statements of Plant
State Bank or the Call Reports of Plant State Bank or acquired subsequent
thereto (except to the extent that such assets and properties have been
disposed of for fair value in the ordinary course of business since December
31, 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 Plant State Bank and the Call Reports
of Plant State Bank or incurred in the ordinary course of business after
December 31, 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 Plant State Bank.

(b) All agreements pursuant to which Plant State Bank
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 Plant State Bank.

(c) Other than real estate owned, acquired by foreclosure
or voluntary deed in lieu of foreclosure (i) all of the buildings, structures
and fixtures owned, leased or subleased by Plant State Bank 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 Plant State Bank are in good operating condition
and repair, subject only to ordinary wear and tear and/or minor defects which
do not interfere with the continued use thereof in the conduct of normal
operations.

Section 3.14 Real Estate. (a) Disclosure Schedule 3.14(a)
identifies and sets forth a complete legal description for each parcel of real
estate or interest therein owned, leased or subleased by Plant State Bank or in
which Plant State Bank has any ownership or leasehold interest.

(b) Disclosure Schedule 3.14(b) lists or otherwise describes
each and every written or oral lease or sublease under which Plant State Bank
is the lessee of any real property and which relates in any manner to the
operation of the businesses of Plant State Bank. 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 Plant State
Bank 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 Plant State Bank. Except as set
forth in Disclosure

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Schedule 3.14(b), Plant State Bank 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. Plant State Bank has the right
under each such lease and sublease to occupy, use, possess, and control all
property leased or subleased by Plant State Bank and, as of the Effective Time
of the Merger, shall have the right to transfer each lease or sublease pursuant
to this Agreement.

(c) Plant State Bank 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 Plant State Bank.

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

Section 3.15 Environmental Matters.

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

(b) There is no litigation pending or, to the knowledge
of Plant State Bank, threatened before any court, governmental agency or board
or other forum in which Plant State Bank or any Participation Facility has been
or, with respect to threatened litigation, may be, named as defendant (i) for
alleged noncompliance (including by any predecessor), with any Environmental
Law (as defined below) or (ii) relating to the release into the environment of
any Hazardous Material (as defined below) or oil, whether or not occurring or
on a site owned, leased or operated by Plant State Bank 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 Plant State
Bank.

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

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

(e) During the period of (i) ownership or operation by
Plant State Bank of any of its current properties, (ii) participation by Plant
State Bank in the management of any Participation Facility, or (iii) holding by
Plant State Bank of a security interest in any Loan Property, there have been
no releases of Hazardous Material or oil in, on, under or affecting such
properties, except where such releases have not and will not, individually or
in the aggregate, have a material adverse effect on Plant State Bank.

(f) Prior to the period of (i) ownership or operation by
Plant State Bank of any of its current properties, (ii) participation by Plant
State Bank in the management of any Participation Facility, or (iii) holding by
Plant State Bank of a security interest in any Loan Property of Plant State
Bank, there were no releases of Hazardous Material or oil in, on, under or
affecting any such property, Participation Facility or Loan Property, except
where such releases have not and will not, individually or in the aggregate,
have a material adverse effect on Plant State Bank.

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(g) "Environmental Law" means any federal, state, local
or foreign law, statute, ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, order, judgment, decree, injunction or
agreement with any regulatory agency relating to (i) the protection,
preservation or restoration of the environment (including, without limitation,
air, water vapor, surface water, groundwater, drinking water supply, surface
soil, subsurface soil, plant and animal life or any other natural resource),
and/or (ii) the use, storage, recycling, treatment, generation, transportation,
processing, handling, labeling, production, release or disposal of any
substance presently listed, defined, designated or classified as hazardous,
toxic, radioactive or dangerous, or otherwise regulated, whether by type or by
substance as a component; "Loan Property" means any property owned by Plant
State Bank, or in which Plant State Bank holds a security interest, and, where
required by the context, includes the owner or operator of such property, but
only with respect to such property; "Hazardous Material" means any pollutant,
contaminant, or hazardous substance within the meaning of the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section
9601 et seq., or any similar federal, state or local law; and "Participation
Facility" means any facility in which Plant State Bank participates in the
management and, where required by the context, includes the owner or operator
of such facility, but only with respect to such facility.

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

(a) Any employment contract or understanding (including
any understandings or obligations with respect to severance or termination pay
liabilities or fringe benefits) with any present or former officer, director,
employee, including in any such person's capacity as a consultant (other than
those which either are terminable at will without any further amount being
payable thereunder or as a result of such termination by Plant State Bank);

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

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

Section 3.17 Regulatory and Accounting Matters. Plant State Bank
has not agreed to take any action, has no knowledge of any fact and has not
agreed to any circumstance that would materially impede or delay receipt of any
Consents of any Regulatory Authorities referred to in this Agreement including,
matters relating to the Community Reinvestment Act and protests thereunder; and
Plant State Bank shall not take any action that would materially impede the
ability of SouthTrust to account for the transactions contemplated by this
Agreement as a pooling of interests.

Section 3.18 Registration Obligations. Plant State Bank 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. Plant State Bank is presently insured,
and during each of the past three calendar years has been insured, for
reasonable amounts against such risks as companies or institutions engaged in a
similar business would, in accordance with good business practice, customarily
be insured. To the knowledge of Plant State Bank, the policies of fire, theft,
liability and other insurance maintained with respect to the assets or
businesses of Plant State Bank provide adequate coverage against loss, and the
fidelity bonds in effect as to which Plant State Bank is named an insured are
sufficient for their purpose. Such policies of insurance are listed and
described in Disclosure Schedule 3.20.

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

Section 3.22 Compliance with Laws. Plant State Bank 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
Plant State Bank. Except as disclosed in Disclosure Schedule 3.22, Plant State
Bank:

(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 Plant State Bank; 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 Plant State Bank is not in
compliance with any laws or orders which such
governmental authority or Regulatory Authority
enforces, except where such noncompliance is not
reasonably likely to have a material adverse effect
on Plant State Bank, (ii) threatening to revoke any
permit, except such permits the revocation of which
is not reasonably likely to have a material adverse
effect on Plant State Bank, (iii) requiring Plant
State Bank 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 Plant State Bank,
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 Plant State Bank 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 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 or commitments in the aggregate for all such
individuals.

Section 3.24 Proxy Materials. None of the information relating to
Plant State Bank to be included in any Proxy Statement which is to be mailed to
the shareholders of Plant State Bank in connection with the solicitation of
their approval of this Agreement will, at the time such Proxy Statement is
mailed or at the time of the meeting of shareholders to which such Proxy
Statement relates, be false or misleading with respect to any material fact, or
omit to state any material fact, necessary in order to make a statement therein
not false or misleading. The legal responsibility for the contents of such
Proxy Statement (other than information supplied by SouthTrust concerning
SouthTrust or any of its subsidiaries) shall be and remain with Plant State
Bank.

Section 3.25 Deposit Insurance. The deposit accounts of Plant
State Bank are insured by the Bank Insurance Fund in accordance with the
provisions of the Federal Deposit Insurance Act (the "Act"); Plant State Bank
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 Plant State Bank contains any untrue statement of a material fact
or omits to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

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ARTICLE IV

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

SouthTrust, ST-Florida and ST-Bank hereby represent and warrant to
Plant State Bank as follows as of the date hereof and also on the Effective
Time of the Merger (except as otherwise provided):

Section 4.1 Organization and Related Matters of SouthTrust. (a)
SouthTrust is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. SouthTrust has the corporate
power and authority to own or lease all of its properties and assets and to
carry on its business as now conducted, or as proposed to be conducted pursuant
to this Agreement, and SouthTrust is licensed or qualified to do business in
each jurisdiction in which the nature of the business conducted by SouthTrust,
or the character or location of the properties and assets owned or leased by
SouthTrust makes such licensing or qualification necessary, except where the
failure to be so licensed or qualified (or steps necessary to cure such
failure) would not have a material adverse effect on the Condition of
SouthTrust on a consolidated basis. SouthTrust is duly registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended. True
and correct copies of the Restated Certificate of Incorporation of SouthTrust
and the Bylaws of SouthTrust, each as amended to the date hereof, have been
made available to Plant State Bank.

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

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

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

Section 4.3 Organization and Related Matters of ST-Bank. (a)
ST-Bank is a state banking corporation duly organized, validly existing and in
good standing under the laws of the State of Florida. ST-Bank has the
corporate power and authority to own or lease all of its properties and assets
and to carry on its business as now conducted, or as proposed to be conducted
pursuant to this Agreement, and ST-Bank is licensed or qualified to do business
in each jurisdiction which the nature of the business conducted or to be
conducted by ST-Bank, or the character or location or the properties and assets
owned or leased by ST-Bank make such licensing or qualification necessary,
except where the failure to be so licensed or qualified (or steps necessary to
cure such failure) would

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not have a material adverse effect on the Condition of SouthTrust on a
consolidated basis. True and correct copies of the articles of incorporation
and bylaws of ST-Bank, each as amended to the date hereof, have been made
available to Plant State Bank.

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

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

Section 4.4 Capitalization. As of June 30, 1994, the authorized
capital stock of SouthTrust consisted of 200,000,000 shares of Common Stock,
par value $2.50 per share, 79,937,397 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 Authority; No Violation. (a) The execution,
delivery, and performance of this Agreement, and the consummation of the
transactions contemplated hereby and in any related agreements, have been duly
authorized by the Boards of Directors of SouthTrust, ST-Florida and ST-Bank,
and no other corporate proceedings on the part of SouthTrust, ST-Florida or
ST-Bank are necessary to authorize this Agreement and the transactions
contemplated hereby. This Agreement is the valid and binding obligation of
SouthTrust, ST-Florida and ST-Bank enforceable against each in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors rights generally and except that the availability
of the equitable remedy of specific performance or injunctive relief is subject
to the discretion of the court before which any proceeding may be brought.

(b) Neither the execution and delivery of this Agreement
by SouthTrust, ST-Florida or ST-Bank nor the consummation by SouthTrust,
ST-Florida or ST-Bank 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-Florida or the
Articles of Incorporation or Bylaws of ST-Bank or, (ii) assuming that the
Consents of the Regulatory Authorities and approvals referred to herein 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-Florida or ST-Bank under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, deed of trust, license,
permit, lease, agreement or other instrument or obligation to which SouthTrust,
ST-Florida or ST-Bank is a party, or by which SouthTrust, ST-Florida or
ST-Bank or any of their respective properties or assets may be bound or
affected, (B) violate any statute, code, ordinance, rule, regulation, judgment,
order, writ, decree or injunction applicable to SouthTrust, ST-Florida or
ST-Bank or any of their respective material properties or assets, except for
(X) such conflicts, breaches or defaults as are set forth in Disclosure
Schedule 4.5 hereto; and (Y) with respect to (B) and (C) above, such as
individually or in the aggregate will not have a material adverse effect on the
Condition of SouthTrust on a consolidated basis.

Section 4.6 Financial Statements. (a) SouthTrust has made
available to Plant State Bank copies of the consolidated financial statements
of SouthTrust as of and for the years ended December 31, 1993 and 1992, and as
of and for the periods ended June 30, 1994 and March 31, 1994, and SouthTrust
will make available to Plant State Bank, 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

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principles have been or will be consistently applied during the periods
involved, except as otherwise noted therein, and the books and records of
SouthTrust have been, are being, and will be maintained in all material
respects in accordance with applicable legal and accounting requirements and
reflect only the actual transactions. Each of the Financial Statements of
SouthTrust (including the related notes) fairly presents or will fairly present
the consolidated financial position of SouthTrust as of the respective dates
thereof and fairly presents or will fairly present the results of operations of
SouthTrust for the respective periods therein set forth.

(c) Since December 31, 1993 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, 1993 in the ordinary course of business
consistent with past practices. Since December 31, 1993, 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, 1993, there has not been any change in the Condition of SouthTrust on a
consolidated basis which has had, or is reasonably likely to have, a material
adverse effect on the Condition of SouthTrust on a consolidated basis,
including, without limitation, any change in the supervisory standing or rating
of SouthTrust with any Regulatory Authority, and to the knowledge of
SouthTrust, no fact or condition exists as of the date hereof which might
reasonably be expected to cause any such material adverse change in the future.

Section 4.8 Legal Proceedings, Etc. SouthTrust is not a party to
any, and there are no pending, or, to the knowledge of SouthTrust, threatened,
legal, administrative, arbitrary or other proceedings, claims, actions, causes
of action or governmental investigations of any nature against SouthTrust
challenging the validity or propriety of the transactions contemplated by this
Agreement or which would be required to be reported by SouthTrust pursuant to
Item 103 of Regulation S-K promulgated by the SEC.

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

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

Section 4.11 Accounting, Tax, Regulatory Matters. SouthTrust has
not agreed to take any action and has not agreed to any circumstance that would
(i) prevent the transactions contemplated hereby, including the Merger, from
qualifying as a reorganization within the meaning of Section 368 of the Code,
or (ii) materially impede or delay receipt of any Consent from any Regulatory
Authority referred to in the Agreement, or (iii) materially impede the ability
of SouthTrust to account for the transactions contemplated by this Agreement as
a pooling of interests.

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 Plant State Bank 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 Plant State Bank to which such Proxy
Statement relates, be false or misleading with respect to any material fact, or
omit to state any material fact necessary in order to make a statement therein
not false or misleading. The legal responsibility for the contents of the
information supplied by SouthTrust and relating solely to SouthTrust which is
either included or incorporated by reference in the Proxy Statement shall be
and remain with SouthTrust.

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Section 4.13 No Broker's or Finder's Fees. None of SouthTrust,
ST-Florida or ST-Bank or any of their subsidiaries, affiliates or employers has
employed any broker or finder or incurred any liability for any broker's fees,
commissions or finder's fees in connection with this Agreement or the
consummation of any of the transactions contemplated herein.

Section 4.14 Untrue Statements and Omissions. No representation
or warranty contained in Article IV of this Agreement or in the Disclosure
Schedules of SouthTrust, ST-Florida or ST-Bank contains any untrue statement of
a material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Plant State Bank. (a)
During the period from the date of this Agreement to the Effective Time of the
Merger, Plant State Bank 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 Plant State Bank 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,
Plant State Bank shall not without the prior written consent of SouthTrust:

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

(ii) change the number of shares of the authorized, issued or
outstanding capital stock of Plant State Bank, 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
Plant State Bank, declare, set aside or pay any dividend or
other distribution with respect to the outstanding capital
stock of Plant State Bank, provided that Plant State Bank (to
the extent legally and contractually permitted to do so) may,
but shall not be obligated to, declare and pay regular
quarterly cash dividends on the Plant State Bank Shares at a
rate not in excess of $0.15 per share with usual and regular
record and payment dates, all in accordance with past
practice, and, provided further, that the amount of the
dividend may be increased by the percentage increase, if any,
in SouthTrust quarterly cash dividends between the date hereof
and any payment date for SouthTrust dividends prior to the
Effective Time of the Merger, provided further, however, that
in no event may Plant State Bank increase the amount of its
regular quarterly cash dividend more than 10% during such
period;

(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 the date of this
Agreement, and disclosed in a Disclosure Schedule

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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" if such "other
real estate owned" is to be sold, transferred, conveyed or
disposed of for consideration in an amount less than the book
value of such real estate) or interest therein having a book
value in excess of or in exchange for consideration in excess
of, in either case, an aggregate of $25,000, provided,
however, that Plant State Bank may sell its CalMark "other
real estate owned" parcel at any price which exceeds $185,000;

(vi) pay any bonuses to any executive officer except pursuant to
the terms of an enforceable written employment agreement or
any currently existing bonus plan disclosed on Schedule
3.12(a) hereto; enter into any new, or amend in any respect
any existing, employment, consulting, non-competition or
independent contractor agreement with any person; alter the
terms of any existing incentive bonus or commission plan;
adopt any new or amend in any material respect any existing
employee benefit plan, except as may be required by law; grant
any general increase in compensation to its employees as a
class or to its officers except for non-executive officers in
the ordinary course of business and consistent with past
practices and policies or except in accordance with the terms
of an enforceable written agreement; grant any material
increases in fees or other increases in compensation or in
other benefits to any of its directors; or effect any change
in any material respect in retirement benefits to any class of
employees or officers, except as required by law;

(vii) enter into or extend any agreement, lease or license relating
to real property, personal property, data processing or
bankcard functions relating to Plant State Bank that involves
an aggregate of $25,000; or

(viii) acquire twenty percent (20%) or more of the assets or equity
securities of any person or acquire direct or indirect control
of any person, other than in connection with (A) any internal
reorganization or consolidation involving existing
subsidiaries of Plant State Bank which has been approved in
advance in writing by SouthTrust, (B) foreclosures or
conveyances in lieu of foreclosure in the ordinary course of
business, (C) acquisitions of control by a banking subsidiary
in a fiduciary capacity or (D) the creation of new
subsidiaries organized to conduct and continue activities
otherwise permitted by this Agreement.

Section 5.2 Current Information. During the period from the date
of this Agreement to the Effective Time of the Merger or the time of
termination or abandonment of this Agreement, Plant State Bank 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 Plant State Bank. Plant State Bank will promptly
notify SouthTrust of any material change in the normal course of business or
the operations or the properties of Plant State Bank, any governmental
complaints, investigations or hearings (or communications indicating that the
same may be contemplated) affecting Plant State Bank, the institution or the
threat of material litigation, claims, threats or causes of action involving
Plant State Bank, and will keep SouthTrust fully informed of such events.
Plant State Bank will furnish to SouthTrust, promptly after the preparation
and/or receipt by Plant State Bank 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 Plant State Bank and the Call Reports of Plant State
Bank.

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

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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 Plant State Bank shall
use its reasonable best efforts to provide SouthTrust and its representatives
access to the work papers of Plant State Bank's accountants. Plant State Bank
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 Plant State Bank
shall cooperate with SouthTrust in seeking to obtain Consents from appropriate
parties under whose rights or authority access is otherwise restricted. The
foregoing rights granted to SouthTrust shall not, whether or not and regardless
of the extent to which the same are exercised, affect the representations and
warranties made in this Agreement by Plant State Bank.

(b) All information furnished by the parties hereto
pursuant to this Agreement shall be treated as the sole property of the party
providing such information until the consummation of the Merger contemplated
hereby and, if such transaction shall not occur, the party receiving the
information shall return to the party which furnished such information, all
documents or other materials containing, reflecting or referring to such
information, shall use its best efforts to keep confidential all such
information, and shall not directly or indirectly use such information for any
competitive or other commercial purposes. The obligation to keep such
information confidential shall continue for two (2) years from the date the
proposed transactions are abandoned but shall not apply to (i) any information
which (A) the party receiving the information was already in possession of
prior to disclosure thereof by the party furnishing the information, (B) was
then available to the public, or (C) became available to the public through no
fault of the party receiving the information; or (ii) disclosures pursuant to a
legal requirement or in accordance with an order of a court of competent
jurisdiction or regulatory agency; provided that the party which is the subject
of any such legal requirement or order shall use its best efforts to give the
other party at least ten (10) business days prior notice thereof. Each party
hereto acknowledges and agrees that a breach of any of their respective
obligations under this Section 5.3 would cause the other irreparable harm for
which there is no adequate remedy at law, and that, accordingly, each is
entitled to injunctive and other equitable relief for the enforcement thereof
in addition to damages or any other relief available at law.

Section 5.4 Approval of Plant State Bank Shareholders. Plant
State Bank 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 Plant State Bank will recommend to its
shareholders the approval of this Agreement and the transactions contemplated
hereby and Plant State Bank 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. Plant State Bank, acting through any
director or officer or other agent shall not now, nor shall it knowingly permit
any of its subsidiaries to, nor shall it authorize or knowingly permit any
officer, director or employee of, or any investment banker, attorney,
accountant or other representative retained by Plant State Bank, 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 Plant State Bank. Plant State Bank shall promptly
advise SouthTrust orally and in writing of any such inquiries or proposals
received by Plant State Bank 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 Plant State Bank or for the acquisition of a significant
equity interest in Plant State Bank or for the acquisition of a significant
portion of the assets of Plant State Bank.

Section 5.6 Notice of Deadlines. Plant State Bank shall notify
SouthTrust in writing of any deadline to exercise an extension or termination
of any material lease, agreement (other than notes or loan agreements of
customers) or license (including specifically real property leases and data
processing agreements) to which Plant State Bank is a party, at least ten (10)
days prior to such deadline.

Section 5.7 Affiliates. At least thirty (30) days prior to the
Effective Time of the Merger and if elected by SouthTrust, Plant State Bank
shall deliver to SouthTrust a letter identifying all persons who are, at the
time this Agreement is submitted for approval to the shareholders of Plant
State Bank, "affiliates" of Plant State Bank for purposes of Rule 145 under the
Securities Act of 1933. Plant State Bank shall use its reasonable efforts

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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 Plant State Bank
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,
as amended, and the rules and regulations thereunder. If the Merger will
qualify for pooling-of-interests accounting treatment, the SouthTrust Shares
issued to such affiliates of Plant State Bank in exchange for the Plant State
Bank Shares shall not be transferable until such time as the financial results
covering at least thirty (30) days of combined operations of SouthTrust and
Plant State Bank 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. SouthTrust shall not be required to maintain the effectiveness of the
Registration Statement under the Securities Act of 1933 for the purposes of
resale of SouthTrust Shares by such persons.

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

Section 5.9 Environmental Audits. At the option of SouthTrust,
Plant State Bank will, at SouthTrust's expense, with respect to each parcel of
real property that Plant State Bank owns, leases or subleases, procure and
deliver to SouthTrust, at least thirty (30) days prior to the Effective Time of
the Merger, a phase one environmental audit, which audit shall be reasonably
acceptable to and shall be conducted by a firm reasonably acceptable to
SouthTrust. If SouthTrust desires to exercise such option it must be exercised
within forty-five (45) days after the date hereof.

Section 5.10 Title Insurance. At the option of SouthTrust, Plant
State Bank will, at SouthTrust's expense, with respect to each parcel of real
property that Plant State Bank owns, leases or subleases, procure and deliver
to SouthTrust, at least thirty (30) days prior to the Effective Time of the
Merger, owner's title insurance issued in such amounts by such insurance
company reasonably acceptable to SouthTrust, provided that such policy shall be
reasonably acceptable if it reflects only expenses for current year taxes,
matters which do not affect the marketability of such real property and matters
which do not unreasonably interfere with the current use of such real property.
If SouthTrust desires to exercise such option it must be exercised within
forty-five (45) days after the date hereof.

Section 5.11 Surveys. At the option of SouthTrust, with respect
to each parcel of real property as to which a title insurance policy is to be
procured pursuant to Section 5.10, Plant State Bank at SouthTrust's expense,
will procure and deliver to SouthTrust at least thirty (30) days prior to the
Effective Time of the Merger, a survey of such real property, which survey
shall reflect only matters which do not unreasonably interfere with the current
use of the property and shall be prepared by a licensed surveyor reasonably
acceptable to SouthTrust, disclosing the locations of all improvements,
easements, sidewalks, roadways, utility lines and other matters customarily
shown on such surveys and showing access affirmatively to public streets and
roads and providing the legal description of the property in a form suitable
for recording and insuring the title thereof (the "Survey"). The Survey shall
not disclose any survey defect or encroachment from or onto such real property
that has not been cured or insured over prior to the Effective Time of the
Merger. If SouthTrust desires to exercise such option it must be exercised
within forty-five (45) days after the date hereof.

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

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

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ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

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

Section 6.2 Regulatory Matters. (a) Following the execution and
delivery of this Agreement, SouthTrust and Plant State Bank shall cause to be
prepared and filed within 45 days after the date hereof 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 Plant State Bank. Each of the
parties shall have the right to review, copy 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 Plant State Bank or an obligation on the part of SouthTrust or any
of its affiliates to employ any such officers or employees.

(b) The parties agree that appropriate steps shall be
taken to terminate all employee benefit plans of Plant State Bank other than
the Plant State Bank Profit Sharing Plan (the "Plant State Bank PS Plan"), as
of the Effective Time of the Merger or as promptly as practicable thereafter.
Following the termination of all such plans (other than the Plant State Bank PS
Plan), and subject to Section 6.3(c) hereof, SouthTrust agrees that the
officers and employees of Plant State Bank who the Resulting Bank employs shall
be eligible to participate in SouthTrust's employee benefit plans, including
welfare and fringe benefit plans on the same basis as and subject to the same
conditions as are applicable to any newly-hired employee of SouthTrust;
provided, however, that:

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

(ii) credit for each such employee's past service
with Plant State Bank, the Bank or any of their respective
subsidiaries prior to the Effective Time ("Past Service
Credit") shall be given by SouthTrust to employees for
purposes of:

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(1) determining vacation and sick leave
benefits and accruals, in accordance with the
established policies of SouthTrust;

(2) establishing eligibility for
participation in and vesting under SouthTrust's
employee benefit plans (including welfare and fringe
benefit plans), and for purposes of determining the
scheduling of vacations and other determinations
which are made based on length of service; provided,
however, notwithstanding anything contained in this
Agreement to the contrary, past service credit shall
not be given to any such employee for purposes of
establishing eligibility for participation in the
1990 Discounted Stock Plan of SouthTrust.

(c) The parties further agree that the Plant State Bank PS Plan
will either be merged into the SouthTrust Corporation Employee's Profit Sharing
Plan (the "ST PS Plan") or terminated effective as of December 31 of the year
in which the Effective Time of the Merger occurs, or, if so elected by
SouthTrust, as of the last day of the plan's first plan year ending after the
Effective Time of the Merger. The determination as to whether the Plant State
Bank PS Plan shall be terminated or merged into the ST PS Plan shall be made by
SouthTrust. From and after the termination of the Plant State Bank PS Plan or
the merger of the plan into the ST PS Plan for purposes of determining
eligibility to participate in, and vesting in accrued benefits under both the
ST PS Plan and the SouthTrust Corporation Revised Retirement Income Plan (the
"ST Retirement Plan"), employment by Plant State Bank 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) Plant State Bank agrees to
indemnify, defend and hold harmless SouthTrust and its subsidiaries, and each
of their respective present and former officers, directors, employees and
agents, from and against all losses, expenses, claims, damages or liabilities
to which any of them may become subject under applicable laws (including, but
not limited to, the Securities Act of 1933 or the Securities Exchange Act of
1934), and will reimburse each of them for any legal, accounting or other
expenses reasonably incurred in connection with investigating or defending any
such actions, whether or not resulting in liability, insofar as such losses,
expenses, claims, damages or liabilities arise out of or are based upon any
untrue statement or alleged untrue statement of material fact with respect to
Plant State Bank and furnished by Plant State Bank and contained in the Proxy
Statement that is included in the Registration Statement or any application for
the approval of the transactions contemplated by this Agreement filed with any
Regulatory Authority or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they were made not
misleading.

(b) Except for those matters set forth in Disclosure Schedule
6.4, with respect to any claim made or action commenced within three (3) years
after the Effective Time of the Merger, SouthTrust shall indemnify and hold
harmless to the extent permitted by the Articles of Incorporation and Bylaws of
Plant State Bank and applicable Florida law, each as in effect as of the date
hereof, each director, officer and employee of Plant State Bank against any
costs or expenses (including attorneys fees), judgments, fines, losses, claims,
damages, liabilities and amounts paid in settlement in connection with any
pending, threatened or completed action, suit, proceeding or investigation
(whether civil, criminal, administrative or investigative) arising out of or
pertaining to any action or omission by such director, officer or employee on
or prior to the Effective Time of the Merger in his capacity as such.

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

Section 6.5 Current Information. During the period from the date
of this Agreement to the Effective Time of the Merger or the time of
termination or abandonment hereunder, SouthTrust will cause one or more of

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its designated representatives to confer on a regular and frequent basis with
Plant State Bank and to report with respect to the general status and the
ongoing operations of SouthTrust.

Section 6.6 Registration Statement. SouthTrust shall use its
best efforts to cause the Registration Statement to be filed with the SEC on or
before 60 days after the date hereof, and shall use its best efforts to cause
such Registration Statement to be declared effective under the Securities Act
of 1933, which Registration Statement, at the time it becomes effective, and at
the Effective Time of the Merger, shall in all material respects conform to the
requirements of the Securities Act of 1933 and the general rules and
regulations of the SEC under the Securities Act of 1933. The Registration
Statement shall include the form of Proxy Statement for the meeting of Plant
State Bank's shareholders to be held for the purpose of having such
shareholders vote upon the approval of this Agreement. Plant State Bank will
furnish to SouthTrust the information required to be included in the
Registration Statement with respect to its business and affairs before it is
filed with the SEC and again before any amendments are filed. SouthTrust shall
take all actions required to qualify or obtain exemptions from such
qualifications for the SouthTrust Shares to be issued in connection with the
transactions contemplated by this Agreement under applicable state blue sky
securities laws, as appropriate.

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

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

Section 6.9 Short Year Tax Return. If the transactions
contemplated by this Agreement result in Plant State Bank being required to
file any tax return for the period ended on the date of the Effective Time of
the Merger, SouthTrust shall cause any such returns to be filed, and shall
provide a copy of such tax return to Mr. James K. Murray III.

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The obligations of SouthTrust, ST-Florida and ST-Bank, on the one
hand, and Plant State Bank, 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 Plant State Bank and the
sole shareholder of ST-Bank.

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

Section 7.3 Litigation. There shall be no actual or threatened
causes of action, investigations or proceedings (i) challenging the validity or
legality of this Agreement or the consummation of the transactions contemplated
by this Agreement, or (ii) seeking damages in connection with the transactions
contemplated by this Agreement, or (iii) seeking to restrain or invalidate the
transactions contemplated by this Agreement, which, in the case of (i) through
(iii), and in the reasonable judgment of either SouthTrust or Plant State Bank,
based upon advice of counsel, would have a material adverse effect with respect
to the interests of SouthTrust or Plant State Bank, as the case may be.

Section 7.4 Proxy Statement and Registration Statement. The
Registration Statement shall have been declared effective by the SEC, no stop
orders suspending the effectiveness of the Registration Statement shall have
been issued, no action, suit, proceeding or investigation by the SEC to suspend
the effectiveness of the Registration

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Statement shall have been initiated, and SouthTrust shall have received all
state securities laws, or "Blue Sky" permits or other authorizations, or
confirmations as to the availability of exemptions from registration
requirements, as may be necessary to issue the SouthTrust Shares pursuant to
the terms of this Agreement.

ARTICLE VIII

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

The obligations of SouthTrust, ST-Florida and ST-Bank to consummate
the Merger are subject to the fulfillment of each of the following conditions,
unless waived as hereinafter provided for:

Section 8.1 Representations and Warranties. The representations
and warranties of Plant State Bank set forth in this Agreement and in any
certificate or document delivered pursuant hereto shall be true and correct 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 (i) to the extent such representations and warranties are by
their express provisions made as of a specified date and as otherwise
contemplated by this Agreement, (ii) for representations and warranties (except
for the representations and warranties set forth in Sections 3.4, 3.5 and 3.9
of this Agreement) the incorrectness of which relate to matters that are not
reasonably likely to have, individually or in the aggregate, a material adverse
effect on Plant State Bank, and (iii) for the representations and warranties
set forth in Sections 3.4, 3.5 and 3.9, the incorrectness of which do not
cause, or are reasonably expected to cause, a Loss (as defined in Section 8.4)
in the Loan and Securities Portfolio (as defined in Section 8.4 hereof) in an
amount greater than or equal to $1,000,000.

Section 8.2 Performance of Obligations. Plant State Bank shall
have substantially performed all covenants, obligations and agreements required
to be performed by it under this Agreement prior to the Effective Time of the
Merger.

Section 8.3 Certificate Representing Satisfaction of Conditions.
Plant State Bank shall have delivered to SouthTrust, ST-Florida and ST-Bank a
certificate dated as of the Closing Date as to the satisfaction of the matters
described in Sections 8.1 and 8.2 hereof, and such certificate shall be deemed
to constitute additional representations, warranties, covenants, and agreements
of Plant State Bank under Article III of this Agreement.

Section 8.4 Absence of Adverse Facts. There shall be no fact,
event or condition (exclusive of any Losses with respect to loans and other
extensions of credit of Plant State Bank (including letters of credit or
commitments to make loans or extend credit) and Losses realized or unrealized,
with respect to the securities and investment portfolio of Plant State Bank
(collectively, the "Loan and Securities Portfolio")) existing which occurred
after the Special Due Diligence Date that (a) would have a material adverse
effect on or which may be foreseen to have a material adverse effect on Plant
State Bank or the consummation of the transactions contemplated by this
Agreement, or (b) would render the Merger or the other transactions
contemplated by this Agreement impractical because of any state of war,
national emergency, banking moratorium or general suspension of trading on
NASDAQ, the New York Stock Exchange, Inc. or other national securities
exchange. From and after the Special Due Diligence Date there shall not have
occurred a Loss in the Loan and Securities Portfolio greater than or equal to
$1,000,000 and there shall be no fact, event or condition existing which
occurred after the Special Due Diligence Date that would result in a Loss in
the Loan and Securities Portfolio greater than or equal to $1,000,000, or which
may be foreseen to result in a Loss in the Loan and Securities Portfolio
greater than or equal to $1,000,000.

For purposes of this Agreement, a Loss is defined as an occurrence
after the Special Due Diligence Date that:

(i) With respect to a loan, would cause such loan to be
considered by a reasonable banker to be uncollectible and of such
little value that the continuance of such loan as a bankable asset is
not warranted and the amount of such Loss shall be the amount of such
loan so determined to meet such criteria. This classification does
not mean that the loan has absolutely no recovery value or salvage
value but rather that it is not practical or desirable to defer
writing off this

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basically worthless asset even though partial recovery may be effected
in the future. A loan classified as Loss does not have to be
previously or currently classified as such by Plant State Bank or any
regulatory agency in order to meet the criteria to be classified as
Loss for purposes of this Agreement; and

(ii) With respect to the securities and investment
portfolio of Plant State Bank, causes the loss therein as of the
Closing Date to be greater than the loss therein as of the Special Due
Diligence Date as calculated in accordance with the Statement of
Financial Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" and the amount of the loss
shall be the amount by which such realized or unrealized loss
increased between such dates.

Section 8.5 Opinion of Counsel. SouthTrust shall have received
an opinion of counsel from Fowler, White, Gillen, Boggs, Villareal and Banker,
P.A. or other counsel to Plant State Bank acceptable to SouthTrust in
substantially the form set forth in Exhibit 8.5 hereof.

Section 8.6 Consents Under Agreements. Plant State Bank shall
have obtained the consent or approval of each person (other than the Consents
of the Regulatory Authorities) whose consent or approval shall be required in
order to permit the succession by the Resulting Bank to any obligation, right
or interest of Plant State Bank 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 have a
material adverse effect on the Resulting Bank or upon the consummation of the
transactions contemplated by this Agreement.

Section 8.7 Material Condition. There shall not be any action
taken, or any statute, rule, regulation or order enacted, entered, enforced or
deemed applicable to the Merger by any Regulatory Authority which, in
connection with the grant of any Consent by any Regulatory Authority, imposes
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 Plant State Bank 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 Plant State Bank or any banking or other subsidiary of
SouthTrust, no such term or condition imposed by any Regulatory Authority in
connection with the grant of any Consent by any Regulatory Authority shall be
deemed to be a material adverse requirement unless it materially differs from
terms and conditions customarily imposed by any such entity in connection with
the acquisition of banks under similar circumstances.

Section 8.8 Matters Relating to Employment Agreements. All
employment agreements between Plant State Bank and any executive or employee
thereof shall be terminated in their entirety as of the Effective Time of the
Merger.

Section 8.9 Outstanding Shares of Plant State Bank. The total
number of Plant State Bank Shares outstanding as of the Effective Time of the
Merger and the total number of Plant State Bank Shares covered by any option,
warrant, commitment, or other right or instrument to purchase or acquire any
Plant State Bank Shares that are outstanding as of the Effective Time of the
Merger, including any securities or rights convertible into or exchangeable for
Plant State Bank Shares, shall not exceed 293,170 shares.

Section 8.10 Dissenters. The holders of not more than 6.8% of the
outstanding Plant State Bank 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. Plant State Bank shall have
delivered a certificate to SouthTrust that Plant State Bank is not aware of any
pending or threatened claim of a material nature in which the Bank or any of
its directors, officers, employees or agents is a defendant under the directors
and officers insurance policy or the fidelity bond coverage of Plant State
Bank.

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ARTICLE IX

CONDITIONS TO OBLIGATIONS OF PLANT STATE BANK

The obligation of Plant State Bank to consummate the Merger as
contemplated herein is subject to each of the following conditions, unless
waived as hereinafter provided for:

Section 9.1 Representations and Warranties. The representations
and warranties of SouthTrust and ST-Bank contained in this Agreement or in any
certificate or document delivered pursuant to the provisions hereof will be
true and correct as of the Effective Time of the Merger (as though made on and
as of the Effective Time of the Merger).

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

Section 9.3 Certificate Representing Satisfaction of Conditions.
SouthTrust and ST-Bank shall have delivered to Plant State Bank a certificate
dated as of the Effective Time of the Merger as to the satisfaction of the
matters described in Sections 9.1 and 9.2 hereof, and such certificate shall be
deemed to constitute additional representations, warranties, covenants, and
agreements of SouthTrust and ST-Bank under Article IV of this Agreement.

Section 9.4 Absence of Adverse Facts. There shall be no fact,
event or condition existing or occurring that (a) has a material adverse effect
on, or which may be foreseen to have a material adverse effect on, the
Condition of SouthTrust on a consolidated basis or the consummation of the
transactions contemplated by this Agreement, or (b) would render the Merger or
the other transactions contemplated by this Agreement impractical because of
any state of war, national emergency, banking moratorium, or a general
suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other
national securities exchange.

Section 9.5 Consents Under Agreements. SouthTrust and ST-Bank
shall have obtained the consent or approval of each person (other than the
Consents of Regulatory Authorities) whose consent or approval shall be required
in connection with the transactions contemplated hereby under any loan or
credit agreement, note, mortgage, indenture, lease, license or other agreement
or instrument, except those for which failure to obtain such consents and
approvals would not, in the judgment of Plant State Bank, individually or in
the aggregate, have a material adverse effect upon the consummation of the
transactions contemplated hereby.

Section 9.6 Opinion of Counsel. Plant State Bank 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. All
SouthTrust Shares except those received by affiliates of Plant State Bank or
SouthTrust will be freely tradeable upon receipt. Those shares received by
affiliates of Plant State Bank who are not also or who do not become affiliates
of SouthTrust will be tradeable in accordance with the provisions of Rule 145
as promulgated by the SEC.

Section 9.8 Tax Opinion. Plant State Bank shall have received an
opinion of Bradley, Arant, Rose & White, counsel to SouthTrust, on or before
the date on which the Proxy Statement of Plant State Bank is to be mailed to
holders of Plant State Bank 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
Plant State Bank to the extent that they receive SouthTrust Shares in exchange
for their Plant State Bank Shares in the Merger.

Section 9.9 Price of SouthTrust Shares. The average last sale
price of the SouthTrust Shares to be issued in connection herewith, as reported
by NASDAQ for the five (5) trading days immediately preceding the

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Effective Time of the Merger, shall not be less than $14.25, which amount is
equal to 75% of the last sale price of SouthTrust Shares as reported by NASDAQ
on the date of execution and delivery of this Agreement.

Section 9.10 Extraordinary Dividends. During the period after the
date hereof and ending on the Effective Time of the Merger, SouthTrust shall
not have engaged in any recapitalization pursuant to which it pays to the
holders of SouthTrust Shares a dividend, payable in cash or property, that
exceeds $0.85 per annum.

Section 9.11 Fairness Opinion. The Board of Directors of Plant
State Bank shall have received an opinion from an investment banker acceptable
to them that the Conversion Ratio is fair to the shareholders of Plant State
Bank from a financial point of view.

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Certain Termination. This Agreement may be
terminated and the Merger abandoned by SouthTrust prior to the Special Due
Diligence Date by giving the written notice contemplated by Section 1.5 hereof.

Section 10.2 Termination Generally. This Agreement may be
terminated and the Merger abandoned at any time prior to the Effective Time of
the Merger:

(a) by the mutual consent in writing of SouthTrust and
Plant State Bank;

(b) by SouthTrust or Plant State Bank if the Merger shall
not have occurred on or prior to June 30, 1995, 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 10.2(b);

(c) by SouthTrust or Plant State Bank (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 subsequent to the Special Due
Diligence Date there shall have occurred a Loss in the Loan and Securities
Portfolio which is greater than or equal to $1,000,000;

(e) by SouthTrust if: (i) any fact, event or condition
(exclusive of any fact, event or condition caused by Losses with respect to the
Loan and Securities Portfolio) exists that (A) is materially at variance with
any warranty or representation of Plant State Bank set forth in the Agreement
or is a material breach of any covenant or agreement of Plant State Bank
contained in the Agreement, (B) has a material adverse effect or can be
reasonably foreseen to have a material adverse effect upon Plant State Bank or
upon the consummation of the transactions contemplated by the Agreement, (C)
renders the Merger or the other transactions contemplated by this Agreement
impractical because of any state of war, national emergency, banking moratorium
or general suspension of trading on NASDAQ, the New York Stock Exchange, Inc.
or any other national securities exchange; or (ii) there shall be any
litigation or threat of litigation (A) challenging the validity or legality of
this Agreement or the consummation of the transactions contemplated by this
Agreement, (B) seeking damages in connection with the consummation of the
transactions contemplated by this Agreement or (C) seeking to restrain or
invalidate the consummation of the transactions contemplated by this Agreement;
or

(f) by Plant State Bank if: (i) any fact, event or
condition exists that (A) is materially at variance with any warranty or
representation of SouthTrust, ST-Florida or ST-Bank contained in the Agreement
or is a material breach of any covenant or agreement of SouthTrust, ST-Florida
or ST-Bank contained in the Agreement, (B) has a material adverse effect or
can be reasonably seen to have a material adverse effect upon the consummation
of the transactions contemplated by the Agreement; (ii) there shall be any
litigation or threat of litigation (A) challenging the validity or legality of
this Agreement or the consummation of the transactions

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contemplated by this Agreement, (B) seeking damages in connection with the
consummation of the transactions contemplated by this Agreement or (C) seeking
to restrain or invalidate the consummation of transactions contemplated by this
Agreement; or (iii) Plant State Bank shall have determined that any fact, event
or condition exists that, in the judgment of Plant State Bank, would render the
Merger and the other transactions contemplated by this Agreement impractical
because of any state of war, national emergency, banking moratorium or general
suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other
national securities exchange.

Section 10.3 Effect of Termination. In the event of the
termination and abandonment of this Agreement, it shall terminate and become
void, without liability on behalf of any party, and have no effect, except as
otherwise provided herein.

Section 10.4 Amendments. To the extent permitted by law, this
Agreement may be amended by a subsequent writing signed by each of SouthTrust,
ST-Florida, ST-Bank and Plant State Bank.

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

Section 10.6 Non-Survival of Representations and Warranties. No
representations, warranties, covenants or agreements in this Agreement or in
any instrument delivered by SouthTrust, ST-Florida, ST-Bank or Plant State Bank
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-Florida, ST-Bank or Plant State Bank (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-Florida, ST-Bank or Plant State Bank contained
herein shall be deemed to be terminated or extinguished so as to deprive
SouthTrust, ST-Florida or ST-Bank, on the one hand, and Plant State Bank, 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-Florida, ST-Bank or Plant State Bank,
and/or their respective representatives, knew or should have known that any
such representation or warranty was, is, might be or might have been inaccurate
in any respect.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement. This Agreement and the documents
referred to herein contain the entire agreement among SouthTrust, ST-Florida,
ST-Bank and Plant State Bank with respect to the transactions contemplated
hereunder and this Agreement supersedes all prior arrangements or
understandings with respect thereto, whether written or oral. Nothing in this
Agreement, expressed or implied, is intended to confer upon any person, firm,
corporation or entity, other than the parties hereto and their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.

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

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If to Plant State Bank:

Plant State Bank
202 South Wheeler Street
Plant City, Florida 33506
Attention: Mr. James K. Murray III
Fax (813) 754-1627

with a copy to:

Fowler, White, Gillen, Boggs, Villareal and Banker, P.A.
501 East Kennedy Boulevard
Post Office Box 1438
Tampa, Florida 33601
Attention: David C. Shobe, Esq.
Fax (813) 229-8313

If to ST-Bank or SouthTrust, then to:

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

with a copy to:

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

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

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

Section 11.4 Costs and Expenses. Expenses incurred by Plant State
Bank on the one hand and SouthTrust on the other hand, in connection with or
related to the authorization, preparation and execution of this Agreement, the
solicitation of shareholder approval and all other matters related to the
closing of the transactions contemplated hereby, including all fees and
expenses of agents, representatives, counsel and accountants employed by either
such party or its affiliates, shall be borne solely and entirely by the party
which has incurred same. Notwithstanding anything herein to the contrary,
nothing contained herein shall be deemed to prohibit Plant State Bank from
obtaining and paying for a fairness opinion with respect to the transactions
contemplated herein.

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.

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

Section 11.7 Governing Law. This Agreement is made and shall be
governed by and construed in accordance with the laws of the State of Florida
without respect to its conflicts of laws principles.

Section 11.8 Persons Bound; No Assignment. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors, distributees, and assigns, but notwithstanding the
foregoing, this Agreement may not be assigned by any party hereto unless the
prior written consent of the other parties is first obtained (other than by
ST-Bank to another affiliate of SouthTrust).

Section 11.9 Exhibits and Schedules. Each of the exhibits and
schedules attached hereto is an integral part of this Agreement and shall be
applicable as if set forth in full at the point in the Agreement where
reference to it is made.

Section 11.10 Waiver. The waiver by any party of the performance
of any agreement, covenant, condition or warranty contained herein shall not
invalidate this Agreement, nor shall it be considered a waiver of any other
agreement, covenant, condition or warranty contained in this Agreement. A
waiver by any party of the time for performing any act shall not be deemed a
waiver of the time for performing any other act or an act required to be
performed at a later time. The exercise of any remedy provided by law, equity
or otherwise and the provisions in this Agreement for any remedy shall not
exclude any other remedy unless it is expressly excluded. The waiver of any
provision of this Agreement must be signed by the party or parties against whom
enforcement of the waiver is sought. This Agreement and any exhibit,
memorandum or schedule hereto or delivered in connection herewith may be
amended only by a writing signed on behalf of each party hereto.

Section 11.11 Construction of Terms. Whenever used in this
Agreement, the singular number shall include the plural and the plural the
singular. Pronouns of one gender shall include all genders. Accounting terms
used and not otherwise defined in this Agreement have the meanings determined
by, and all calculations with respect to accounting or financial matters unless
otherwise provided for herein, shall be computed in accordance with generally
accepted accounting principles, consistently applied. References herein to
articles, sections, paragraphs, subparagraphs or the like shall refer to the
corresponding articles, sections, paragraphs, subparagraphs or the like of this
Agreement. The words "hereof", "herein", and terms of similar import shall
refer to this entire Agreement. Unless the context clearly requires otherwise,
the use of the terms "including", "included", "such as", or terms of similar
meaning, shall not be construed to imply the exclusion of any other particular
elements.

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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]

PLANT STATE BANK

By: /S/ J. K. MURRAY, III
------------------------------------
Its President and CEO
---------------------------------
ATTEST:

/S/ GARY L. BOOTHE
- ------------------------------------
Its Senior Vice President
------------------------------

[CORPORATE SEAL]

SOUTHTRUST BANK OF WEST FLORIDA

By: /S/ L. EUGENE OLIVER, JR.
------------------------------------
Its Chairman
---------------------------------
ATTEST:

/S/ ANN R. WORTHINGTON
- ------------------------------------
Its Secretary
------------------------------

[CORPORATE SEAL]

SOUTHTRUST OF FLORIDA, INC.

By: /S/ F. W. MURRAY
------------------------------------
Its Director
---------------------------------
ATTEST:

/S/ PAUL S. GOURLEY, JR.
- ------------------------------------
Its Assistant Secretary
------------------------------

[CORPORATE SEAL]

SOUTHTRUST CORPORATION

By: /S/ F. W. MURRAY
------------------------------------
Its Executive Vice President
---------------------------------
ATTEST:

- ------------------------------------
Its Executive Vice President
------------------------------

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EXHIBIT B

CONFIDENTIAL
January 10, 1995

Board of Directors
Plant State Bank
202 South Wheeler Street
Plant City, FL 33566

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, to the unaffiliated shareholders of Plant State Bank ("Plant State") of
the consideration to be received by them under the terms of a certain Agreement
and Plan of Merger, dated as of October 28, 1994 (the "Merger Agreement")
pursuant to which Plant State will merge into SouthTrust Bank of West Florida
(the "Merger").

Upon consummation of the Merger, each outstanding share of Plant State $10.00
par value common stock ("Plant State Stock") will be converted into the right
to receive 1.30 shares of the $2.50 par value common stock of SouthTrust
Corporation ("SouthTrust Stock"). The foregoing summary of the Merger is
qualified in its entirety by reference to the more detailed information
contained in the Merger Agreement.

Robert W. Baird & Co. Incorporated ("Baird"), as part of its investment banking
business, is continually engaged in the evaluation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements, and valuations for estate, corporate, and other purposes.
Also, as part of our market-making and investment banking activities, we are
continually engaged in the valuation of Florida financial institutions and
transactions related to their securities. We are thoroughly familiar with the
banking industry in Florida and the major institutions operating in this
market.

In reaching our opinion, we have studied and analyzed the financial position,
both current and historical, of Plant State. We have also met with senior
management to review their business histories, current operations, and future
prospects. In performing our investigation, we have reviewed and analyzed,
among other things, the following: (i) the Merger Agreement; (ii) the Proxy
Statement/Prospectus dated December 22, 1994, which will serve as a proxy
statement for Plant State to solicit the requisite shareholders approval of the
Merger and a prospectus for the newly issued shares of SouthTrust Stock; (iii)
audited financial statements of Plant State for each of the five years ended
December 31, 1993 and unaudited financial statements for the nine-month period
ended September 30, 1994; (iv) annual reports to shareholders for the years
ended 1992 and 1993; (v) various management reports, financial records,
regulatory filings, and such other documents as were furnished to us by the
management of Plant State; (vi) market prices, trading data of Plant State
Stock, to the limited extent available, and SouthTrust Stock; (vii) market
prices, trading data, and dividend histories of the publicly-traded securities
of other banks and bank holding companies we deemed comparable; and (viii) the
financial terms and characteristics of recent mergers and acquisitions with
respect to other banks and bank holding companies we found relevant to our
inquiry. In rendering our opinion, we have analyzed certain financial and
other information relating to other institutions we deemed comparable to Plant
State and SouthTrust, and conducted such other studies, analysis, and inquiries
as we considered appropriate.

We have relied upon and assumed without independent verification the accuracy
and completeness of all information provided to us. We have not performed or
considered any independent appraisal or evaluation of the assets of Plant State
or SouthTrust. The opinion we express herein is necessarily based upon market,
economic and other relevant considerations as they exist and can be evaluated
as of the date of this letter.

Based upon the foregoing, it is our opinion that the consideration provided in
the Merger Agreement is fair, from a financial point of view, to the
unaffiliated shareholders of the Plant State Bank.

Very truly yours,

ROBERT W. BAIRD & CO. INCORPORATED

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EXHIBIT C

FLORIDA 1989 BUSINESS CORPORATION ACT

607.1301 DISSENTER'S RIGHTS; DEFINITIONS. -- The following definitions apply
to ss. 607.1302 and 607.1320:

(1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action or the surviving or acquiring
corporation by merger or share exchange of that issuer.

(2) "Fair value," with respect to a dissenter's shares, means the value of the
shares as of the close of business on the day prior to the shareholders'
authorization date, excluding any appreciation or depreciation in anticipation
of the corporate action unless exclusion would be inequitable.

(3) "Shareholders' authorization date" means the date on which the
shareholders' vote authorizing the proposed action was taken, the date on which
the corporation received written consents without a meeting from the requisite
number of shareholders in order to authorize the action, or, in the case of a
merger pursuant to s. 607.1104, the day prior to the date on which a copy of
the plan of merger was mailed to each shareholder of record of the subsidiary
corporation.

607.1302 RIGHT OF SHAREHOLDERS TO DISSENT. -- (1) Any shareholder has the
right to dissent from, and obtain payment of the fair value of his shares in
the event of, any of the following corporate actions:

(a) Consummation of a plan of merger to which the corporation is a party:

1. If the shareholder is entitled to vote on the merger, or

2. If the corporation is a subsidiary that is merged with its parent
under s. 607.1104, and the shareholders would have been entitled to vote on
action taken, except for the applicability of s. 607.1104;

(b) Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation, other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange
pursuant to s. 607.1202, including a sale in dissolution but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed to the
shareholders within 1 year after the date of sale;

(d) Consummation of a plan of share exchange to which the corporation is a
party as the corporation the shares of which will be acquired, if the
shareholder is entitled to vote on the plan;

(e) Any amendment of the articles of incorporation if the shareholder is
entitled to vote on the amendment and if such amendment would adversely affect
such shareholder by:

1. Altering or abolishing any preemptive rights attached to any of his
shares;

2. Altering or abolishing the voting rights pertaining to any of his
shares, except as such rights may be affected by the voting rights of new
shares then being authorized of any existing or new class or series of shares;

3. Effecting an exchange, cancellation, or reclassification of any of
his shares, when such exchange, cancellation, or reclassification would alter
or abolish his voting rights or alter his percentage of equity in the
corporation, or effecting a reduction or cancellation of accrued dividends or
other arrearages in respect to such shares;

4. Reducing the stated redemption price of any of his redeemable shares,
altering or abolishing any provision relating to any sinking fund for the
redemption or purchase of any of his shares, or making any of his shares
subject to redemption when they are not otherwise redeemable;

5. Making noncumulative, in whole or in part, dividends of any of his
preferred shares which had theretofore been cumulative;

6. Reducing the stated dividend preference of any of his preferred
shares; or

7. Reducing any stated preferential amount payable on any of his
preferred shares upon voluntary or involuntary liquidation; or

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(f) Any corporate action taken, to the extent the articles of incorporation
provide that a voting or nonvoting shareholder is entitled to dissent and
obtain payment for his shares.

(2) A Shareholder dissenting from any amendment specified in paragraph (1)(e)
has the right to dissent only as to those of his shares which are adversely
affected by the amendment.

(3) A shareholder may dissent as to less than all the shares registered in his
name. In that event, his rights shall be determined as if the shares as to
which he has dissented and his other shares were registered in the names of
different shareholders.

(4) Unless the articles of incorporation otherwise provide, this section does
not apply with respect to a plan of merger or share exchange or a proposed sale
or exchange of property, to the holders of shares of any class or series which,
on the record date fixed to determine the shareholders entitled to vote at the
meeting of shareholders at which such action is to be acted upon or to consent
to any such action without a meeting, were either registered on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc., or held of record by not fewer than 2,000 shareholders.

(5) A shareholder entitled to dissent and obtain payment for his shares under
this section may not challenge the corporate action creating his entitlement
unless the action is unlawful or fraudulent with respect to the shareholder or
the corporation.

607.1320 PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS. -- (1)(a) If a
proposed corporate action creating dissenters' rights under s. 607.1320 is
submitted to a vote at a shareholders' meeting, the meeting notice shall state
that shareholders are or may be entitled to assert dissenters' rights and be
accompanied by a copy of ss. 607.1301, 607.1302, and 607.1320. A shareholder
who wishes to assert dissenters' rights shall:

1. Deliver to the corporation before the vote is taken written notice of
his intent to demand payment for his shares if the proposed action is
effectuated, and

2. Not vote his shares in favor of the proposed action. A proxy or vote
against the proposed action does not constitute such a notice of intent to
demand payment.

(b) If proposed corporate action creating dissenters' rights under s. 607.1302
is effectuated by written consent without a meeting, the corporation shall
deliver a copy of ss. 607.1301, 607.1302, and 607.1320 to each shareholder
simultaneously with any request for his written consent or, if such a request
is not made, within 10 days after the date the corporation received written
consents without a meeting from the requisite number of shareholders necessary
to authorize the action.

(2) Within 10 days after the shareholders' authorization date, the corporation
shall give written notice of such authorization or consent or adoption of the
plan of merger, as the case may be, to each shareholder who filed a notice of
intent to demand payment for his shares pursuant to paragraph (1)(a) or, in the
case of action authorized by written consent, to each shareholder, excepting
any who voted for, or consented in writing to, the proposed action.

(3) Within 20 days after the giving of notice to him, any shareholder who
elects to dissent shall file with the corporation a notice of such election,
stating his name and address, the number, classes, and series of shares as to
which he dissents, and a demand for payment of the fair value of his shares.
Any shareholder failing to file such election to dissent within the period set
forth shall be bound by the terms of the proposed corporate action. Any
shareholder filing an election to dissent shall deposit his certificates for
certificated shares with the corporation simultaneously with the filing of the
election to dissent. The corporation may restrict the transfer of
uncertificated shares from the date the shareholder's election to dissent is
filed with the corporation.

(4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall
not be entitled to vote or to exercise any other rights of a shareholder. A
notice of election may be withdrawn in writing by the shareholder at any time
before an offer is made by the corporation, as provided in subsection (5), to
pay for his shares. After such offer, no such notice of election may be
withdrawn unless the corporation consents thereto. However, the right of such
shareholder to be paid the fair value of his shares shall cease, and he shall
be reinstated to have all his rights as a shareholder as of the filing of his
notice of election, including any intervening preemptive rights and the right
to payment of any intervening dividend or other distribution or, if any such
rights have expired or any such dividend or distribution other than in cash has
been completed, in lieu thereof, at the election of the corporation, the fair
value thereof in cash as determined by the board as of the time of such
expiration or completion, but without prejudice otherwise to any corporate
proceedings that may have been taken in the interim, if:

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(a) Such demand is withdrawn as provided in this section;

(b) The proposed corporate action is abandoned or rescinded or the
shareholders revoke the authority to effect such action;

(c) No demand or petition for the determination of fair value by a court has
been made or filed within the time provided in this section; or

(d) A court of competent jurisdiction determines that such shareholder is not
entitled to the relief provided by this section.

(5) Within 10 days after the expiration of the period in which shareholders
may file their notices of election to dissent, or within 10 days after such
corporate action is effected, whichever is later (but in no case later than 90
days from the shareholders' authorization date), the corporation shall make a
written offer to each dissenting shareholder who has made demand as provided in
this section to pay an amount the corporation estimates to be the fair value
for such shares. If the corporate action has not been consummated before the
expiration of the 90-day period after the shareholders' authorization date, the
offer may be made conditional upon the consummation of such action. Such
notice and offer shall be accompanied by:

(a) A balance sheet of the corporation, the shares of which the dissenting
shareholder holds, as of the latest available date and not more than 12 months
prior to the making of such offer; and

(b) A profit and loss statement of such corporation for the 12-month period
ended on the date of such balance sheet or, if the corporation was not in
existence throughout such 12-month period, for the portion thereof during which
it was in existence.

(6) If within 30 days after the making of such offer any shareholder accepts
the same, payment for his shares shall be made within 90 days after the making
of such offer or the consummation of the proposed action, whichever is later.
Upon payment of the agreed value, the dissenting shareholder shall cease to
have any interest in such shares.

(7) If the corporation fails to make such offer within the period specified
therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30
days thereafter, then the corporation, within 30 days after receipt of written
demand from any dissenting shareholder given within 60 days after the date on
which such corporate action was effected, shall, or at its election at any time
within such period of 60 days may, file an action in any court of competent
jurisdiction in the county in this state where the registered office of the
corporation is located requesting that the fair value of such shares be
determined. The court shall also determine whether each dissenting
shareholder, as to whom the corporation requests the court to make such
determination, is entitled to receive payment for his shares. If the
corporation fails to institute the proceeding as herein provided, any
dissenting shareholder may do so in the name of the corporation. All
dissenting shareholders (whether or not residents of this state), other than
shareholders who have agreed with the corporation as to the value of their
shares, shall be made parties to the proceeding as an action against their
shares. The corporation shall serve a copy of the initial pleading in such
proceeding upon each dissenting shareholder who is a resident of this state in
the manner provided by law for the service of a summons and complaint and upon
each nonresident dissenting shareholder either by registered or certified mail
and publication or in such other manner as is permitted by law. The
jurisdiction of the court is plenary and exclusive. All shareholders who are
proper parties to the proceeding are entitled to judgment against the
corporation for the amount of the fair value of their shares. The court may,
if it so elects, appoint one or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. The appraisers shall
have such power and authority as is specified in the order of their appointment
or an amendment thereof. The corporation shall pay each dissenting shareholder
the amount found to be due him within 10 days after final determination of the
proceedings. Upon payment of the judgment, the dissenting shareholder shall
cease to have any interest in such shares.

(8) The judgment may, at the discretion of the court, include a fair rate of
interest, to be determined by the court.

(9) The costs and expenses of any such proceeding shall be determined by the
court and shall be assessed against the corporation, but all or any part of
such costs and expenses may be apportioned and assessed as the court deems
equitable against any or all of the dissenting shareholders who are parties to
the proceeding, to whom the corporation has made an offer to pay for the
shares, if the court finds that the action of such shareholders in failing to
accept such offer was arbitrary, vexatious, or not in good faith. Such
expenses shall include reasonable compensation for, and reasonable expenses of,
the appraisers, but shall exclude the fees and expenses of counsel for, and
experts employed by, any party. If the fair value of the shares, as
determined, materially exceeds the amount which the corporation offered to pay
therefore or if no offer was made, the court in its discretion may award

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to any shareholder who is a party to the proceeding such sum as the court
determines to be reasonable compensation to any attorney or expert employed by
the shareholder in the proceeding.

(10) Shares acquired by a corporation pursuant to payment of the agreed value
thereof or pursuant to payment of the judgment entered therefor, as provided in
this section, may be held and disposed of by such corporation as authorized but
unissued shares of the corporation, except that, in the case of a merger, they
may be held and disposed of as the plan of merger otherwise provides. The
shares of the surviving corporation into which the shares of such dissenting
shareholders would have been converted had they assented to the merger shall
have the status of authorized but unissued shares of the surviving corporation.

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EXHIBIT D

December 22, 1994

Plant State Bank
202 South Wheeler Street
Plant City, FL 33506

Re: Agreement and Plan of Merger of Plant State Bank with SouthTrust Bank
of West Florida, joined in by SouthTrust of Florida, Inc. and
SouthTrust Corporation

Ladies and Gentlemen:

You have requested the opinion of Bradley, Arant, Rose & White, as
counsel to SouthTrust Corporation, a Delaware corporation ("SouthTrust"),
regarding the transactions contemplated by that certain Agreement and Plan of
Merger dated October 28, 1994, (the "Merger Agreement"), by and between
SouthTrust Bank of West Florida, a Florida state banking corporation
("ST-Bank"), and Plant State Bank, a Florida state banking corporation ("Plant
State Bank"), joined in by SouthTrust of Florida, Inc., a Florida corporation
("ST-FL"), and by SouthTrust. Specifically, you have requested us to opine
that the merger of Plant State Bank 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
Plant State Bank upon the receipt solely of SouthTrust voting common stock in
exchange for their Plant State Bank common stock upon consummation of the
Merger.

This opinion is being rendered pursuant to your request and for the
benefit of your shareholders, and pursuant to Section 9.8 of the Merger
Agreement and the requirements of Item 21(a) of the registration statement on
Form S-4 (the "Registration Statement") which is being filed today on
SouthTrust's behalf with the Securities Exchange Commission under the
Securities Act of 1933, as amended. Capitalized terms used herein and not
otherwise defined herein have the meanings given to them in the Merger
Agreement.

In rendering the opinions set forth below, we have examined and
relied upon the originals or copies of the Merger Agreement, and upon the
representations given to us by letter from Plant State Bank 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 Plant State Bank and SouthTrust included in the Merger
Agreement and the Representation Letters.

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Plant State Bank
December 22, 1994
Page 2
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 June 30, 1994, SouthTrust had 79,937,397 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 banking corporation organized pursuant to the laws of
the State of Florida. As of June 30, 1994, ST-Bank had 150,000 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.

Plant State Bank is a banking corporation organized pursuant to the
laws of the State of Florida. As of June 30, 1994, Plant State Bank had
293,170 shares of common stock issued and outstanding, and there has been no
change in the number of Plant State Bank common shares outstanding as of the
date hereof. Plant State Bank has no subsidiaries. Plant State Bank is an
accrual method taxpayer using a calendar year accounting period.

THE PROPOSED TRANSACTIONS

Pursuant to the Merger Agreement, the following transactions will
take place:

(1) ST-FL will acquire all of the assets and liabilities of Plant
State Bank in exchange for voting common stock of SouthTrust in a transaction
in which ST-FL directs that all of the assets and liabilities of Plant State
Bank will be transferred to ST-Bank by means of a statutory merger of Plant
State Bank into ST-Bank pursuant to the Merger Agreement.

(2) Plant State Bank will merge with and into ST-Bank in accordance
with Sections 658.40 through 658.45 of the Florida Financial Institutions Code
and ST-Bank shall be the surviving corporation. ST-Bank will acquire all of
the assets and assume all of the liabilities of Plant State Bank, and the
separate corporate existence of Plant State Bank will terminate.

(3) Each share of Plant State Bank stock issued and outstanding at
the Effective Time of the Merger will be exchanged for 1.3 shares of SouthTrust
common stock as set forth in Section 2.1(b) of the Merger Agreement.

(4) No fractional shares of SouthTrust stock will be issued in the
Merger; each Plant State Bank 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. The obligations of
SouthTrust, ST-FL and ST-Bank to consummate the merger are subject to the
condition, among others, that the holders of not more than 6.8% of the
outstanding Plant State Bank shares shall have elected to exercise their right
to dissent from the Merger. Immediately prior to the Effective Time of the
Merger, Plant State Bank will establish an escrow account with an amount of
cash equal to one hundred and twenty-five percent (125%) 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.

REPRESENTATIONS

Plant State Bank and SouthTrust each have made certain written
representations to us by letters each dated December 21, 1994 (the
"Representation Letters"), and with your consent, we have relied upon the
accuracy and validity of these representations provided in the Representation
Letters in offering the opinions expressed below:

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Plant State Bank
December 22, 1994
Page 3

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 Plant State Bank
solely in exchange for SouthTrust voting common stock and the assumption of all
the liabilities of Plant State Bank by ST-FL, followed by the transfer of the
assets of Plant State Bank to ST-Bank and the assumption by ST-Bank of the
liabilities of Plant State Bank.

2. The acquisition by ST-FL of substantially all of the assets of
Plant State Bank in exchange solely for shares of SouthTrust voting common
stock and the assumption by ST-FL of Plant State Bank'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 (90%) of the fair market value of the net assets
and at least seventy percent (70%) of the fair market value of the gross assets
of Plant State Bank. Pursuant to Section 368(a)(2)(C) of the Code, the
acquisition by ST-FL of substantially all of the assets of Plant State Bank
will not be disqualified under Section 368(a)(1)(C) of the Code solely by
reason of the fact that the assets of Plant State Bank that were acquired by
ST-FL are transferred to ST-Bank. SouthTrust, ST-FL and Plant State Bank each
will be a "party to a reorganization" within the meaning of Section 368(b) of
the Code. The requirement under Section 368(a)(2)(G) of the Code that Plant
State Bank distribute the stock, securities, and other properties it receives,
as well as its other properties, in pursuance of the plan of reorganization
will be satisfied by reason of the issuance by ST-FL of the merger
consideration directly to the holders of Plant State Bank Common Stock, and by
reason of the cessation of the separate corporate existence of Plant State Bank
pursuant to the Merger Agreement and the applicable provisions of the Florida
Financial Institutions Code.

3. No gain or loss will be recognized by the shareholders of Plant
State Bank 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 Plant State Bank stock.

4. The basis of the SouthTrust voting common stock to be received
by the Plant State Bank shareholders (including any fractional share interest
to which they may be entitled) will be the same as the basis of the Plant State
Bank 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 Plant State Bank will include the period during
which the stock of Plant State Bank surrendered in exchange therefor was held,
provided that the shares of Plant State Bank stock were held as capital assets
within the meaning of Section 1221 of the Code as of the Effective Time.

6. Plant State Bank 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 Plant State Bank stock,
subject to the provisions and limitations of Section 302 of the Code. Those
Plant State Bank 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 Plant State Bank 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 Plant
State Bank shares surrendered as determined under Section 1011 of the Code.
Provided Section 341 of the Code (relating to collapsible corporations) is
inapplicable and the Plant State Bank 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 Plant State Bank
shares were held by the shareholder for a period greater than one year prior to
the Merger; if the surrendered Plant State Bank 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 Plant State Bank 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,
provided that such redemption is not essentially equivalent to a dividend.

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Plant State Bank
December 22, 1994
Page 4

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 Code, 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 as to 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 Considerations" in the Registration
Statement and in the prospectus which is included as part of the Registration
Statement.

Yours very truly,

/S/ BRADLEY, ARANT, ROSE & WHITE

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PLANT STATE BANK
202 SOUTH WHEELER STREET
PLANT CITY, FLORIDA 33506

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 9, 1995

(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF PLANT STATE BANK)

The undersigned shareholder of Plant State Bank ("Plant State") hereby
appoints Susan Baggett and James K. Murray, III, and each of them, with full
power of substitution, proxies to vote the shares of stock which the
undersigned could vote if personally present at the Special Meeting of the
Shareholders of Plant State to be held in Plant City, Florida on February 9,
1995, at 10 a.m., local time, or at any adjournment thereof:

(1) PROPOSAL TO MERGE PLANT STATE INTO SOUTHTRUST BANK OF WEST FLORIDA

FOR [ ] AGAINST [ ] ABSTAIN [ ] with respect to the approval of
that certain Agreement and Plan of Merger (the "Merger Agreement") between
Plant State and SouthTrust Bank of West Florida ("ST-Bank") and joined in by
SouthTrust Corporation ("SouthTrust"), and SouthTrust of Florida, Inc., a
wholly-owned subsidiary of SouthTrust ("ST-Florida"), pursuant to which Plant
State will be merged into ST-Bank and each share of common stock of Plant State
outstanding as of the Effective Time of the Merger shall be converted into the
right to receive 1.3 shares of common stock of SouthTrust, as described in more
detail in the Proxy Statement/Prospectus dated January 10, 1995;

(2) PROPOSAL TO PERMIT FURTHER SOLICITATION OF PROXIES.

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

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

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

Dated: ___________________________, 1995

________________________________________
(Signature(s) of Shareholder)

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