SOUTHTRUST CORP, 424B3, 1995-06-02

SOUTHTRUST CORP
424B3, 1995-06-02
STATE COMMERCIAL BANKS

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<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 33-59473

SOUTHERN BANK GROUP, INC.
11180 ALPHARETTA HIGHWAY
ROSWELL, GEORGIA 30076
_________________________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
_________________________________________

Notice is hereby given that a Special Meeting of Shareholders of
Southern Bank Group, Inc., a Georgia corporation and registered bank holding
company ("SBG"), will be held on June 28, 1995, at 8:00 a.m., local time, at
The Northside Bank & Trust Company, 11180 Alpharetta Highway, Roswell, Georgia
30076, for the following purposes (the "Special Meeting"):

1. To consider and vote upon the Agreement and Plan of
Merger, dated as of March 17, 1995, (the "Merger Agreement"), a copy
of which is annexed as Exhibit A to the accompanying Proxy
Statement/Prospectus, between SBG and SouthTrust of Georgia, Inc., a
Georgia corporation ("ST-Sub"), joined in by SouthTrust Corporation, a
Delaware corporation ("SouthTrust"), whereby SBG will be merged with
and into ST-Sub and each share of common stock of SBG outstanding
immediately prior to the Effective Time of the Merger, subject to
rights of dissent and exclusive of treasury shares, shall be converted
into the right to receive 0.5275665 of a share of common stock of
SouthTrust, with cash being paid in lieu of any fractional shares of
common stock of SouthTrust, pursuant to and in accordance with the
terms and conditions of the Merger Agreement, all as more fully
described in the accompanying Proxy Statement/Prospectus; and

2. To consider and act upon such other matters,
including, in particular, adjournment of the Special Meeting to allow
further solicitation of proxies if necessary, 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
SBG at the close of business on May 25, 1995, are entitled to notice of and to
vote at the Special Meeting and any adjournments thereof.

Pursuant to Sections 14-2-1301 et seq. of the Georgia Business
Corporation Code, shareholders of SBG are entitled to dissent from the
transactions contemplated by the Merger Agreement. A copy of the provisions of
the Georgia Business Corporation Code regarding such rights of dissent is
annexed as Exhibit C to the accompanying Proxy Statement/Prospectus.

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

E. LAMAR SEALS, JR.
Chief Executive Officer

Roswell, Georgia
May 31, 1995

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY SO THAT SBG 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

SOUTHERN BANK GROUP, INC.

FOR A SPECIAL MEETING OF ITS SHAREHOLDERS
TO BE HELD JUNE 28, 1995

___________________________________________________________

THIS PROXY STATEMENT INCLUDES THE PROSPECTUS OF

SOUTHTRUST CORPORATION

RELATING TO UP TO 969,984 SHARES OF COMMON STOCK
(PAR VALUE $2.50 PER SHARE)

TO BE ISSUED IN CONNECTION WITH A PROPOSED MERGER OF
SOUTHERN BANK GROUP, INC. INTO SOUTHTRUST OF GEORGIA, INC.,
A WHOLLY-OWNED SUBSIDIARY OF SOUTHTRUST CORPORATION
___________________________________________________________

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS IN CONNECTION
WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SOUTHTRUST
CORPORATION OR SOUTHERN BANK GROUP, INC. 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 SOUTHERN BANK GROUP,
INC. HAS BEEN SUPPLIED BY SOUTHERN BANK GROUP, INC.

THIS PROXY STATEMENT/PROSPECTUS AND THE ACCOMPANYING FORM OF PROXY ARE
FIRST BEING MAILED TO SHAREHOLDERS OF SOUTHERN BANK GROUP, INC. ON OR ABOUT MAY
31, 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 SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS
OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

The date of this Proxy Statement/Prospectus is May 31, 1995.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Description of SouthTrust Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Market and Dividend Information Respecting the Common Stock of SouthTrust and SBG . . . . . . . . . . . . 33
Comparison of the Common Stock of SouthTrust and SBG . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Certain Information Concerning the Business of SBG and the Bank . . . . . . . . . . . . . . . . . . . . . 43
Selected Financial Data of SBG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Management's Discussion and Analysis of Financial Condition and Results of Operations of SBG . . . . . . 45
Beneficial Ownership of SBG Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Index to the Financial Statements of SBG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit A - Agreement and Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Opinion of US Banking Alliance, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C - Georgia Dissent Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-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 Judiciary Plaza, Room 1024, 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 ON REQUEST WITHOUT CHARGE FROM AUBREY D. BARNARD, SOUTHTRUST
CORPORATION, 420 NORTH 20TH STREET, BIRMINGHAM, ALABAMA 35203, TELEPHONE NUMBER
(205) 254-5000. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE BY JUNE 13, 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 $1.00 per share ("SBG Common Stock"), of Southern Bank
Group, Inc., a Georgia corporation and a registered bank holding company
("SBG"), in connection with the solicitation of proxies by the Board of
Directors of SBG for use at a special meeting of shareholders of SBG to be held
on June 28, 1995, at 8:00 a.m., local time, at The Northside Bank & Trust
Company, 11180 Alpharetta Highway, Roswell, Georgia 30076 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 March 17, 1995 (the "Merger
Agreement"), between SBG and SouthTrust of Georgia, Inc., a Georgia corporation
("ST-Sub"), joined in by SouthTrust Corporation, a Delaware corporation
("SouthTrust"), providing for the merger of SBG into ST-Sub (the "Merger") and,
subject to rights of dissent, the conversion in the Merger of each outstanding
share of SBG Common Stock into the right to receive 0.5275665 of a share of
common stock, par value $2.50 per share ("SouthTrust Common Stock") of
SouthTrust. No fractional shares of SouthTrust Common Stock will be issued in
the Merger, and, in lieu thereof, each holder of shares of SBG 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 The Nasdaq
Stock Market - National Market ("Nasdaq") on the last business day immediately
preceding the Effective Time of the Merger (as defined below).

The 0.5275665 of a share of SouthTrust Common Stock for which each
share of SBG Common Stock may be exchanged in the Merger had an aggregate
market value, based upon the average of the last sales price of SouthTrust
Common Stock for the five (5) trading days immediately preceding May 30, 1995,
of approximately $11.45. See "DESCRIPTION OF SOUTHTRUST CAPITAL
STOCK-SouthTrust Common Stock" and "MARKET AND DIVIDEND INFORMATION RESPECTING
THE COMMON STOCK OF SOUTHTRUST AND SBG." Because the number of shares of
SouthTrust Common Stock to be received for each share of SBG 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 SBG Common Stock. For
additional information regarding the terms of the Merger, see Exhibit A and
"THE MERGER."

Subject to the approval of the Merger Agreement by the shareholders of
SBG and the satisfaction or waiver of all conditions contained in the Merger
Agreement, the Merger will become effective upon the filing of appropriate
Articles of Merger with the Secretary of State of Georgia (the "Effective Time
of the Merger"). It is anticipated that such document will be filed and the
Merger will become effective on or about June 30, 1995.

This Proxy Statement/Prospectus was first sent or given to
shareholders of SBG on or about May 31, 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 and ST-Sub was supplied by
SouthTrust, and all information contained in this Proxy Statement/Prospectus
pertaining to SBG and the Bank was supplied by SBG.

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

3
<PAGE> 5

VOTING AT THE SPECIAL MEETING

The Board of Directors of SBG has fixed the close of business on May
25, 1995 as the record date (the "Record Date") for the determination of
holders of shares of capital stock of SBG entitled to notice of and to vote at
the Special Meeting. On the Record Date, SBG had issued and outstanding
1,838,601 shares of SBG Common Stock. Only the holders of the outstanding SBG
Common Stock as of the Record Date are entitled to vote at the Special Meeting.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of SBG Common Stock entitled to vote is necessary to
constitute a quorum at the Special Meeting, and the affirmative vote of the
holders of a majority of the outstanding shares of SBG Common Stock entitled to
vote thereon is required to approve the Merger Agreement. Each holder of
record of shares of SBG 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, SBG directors and executive officers (a total
of 9 persons) beneficially owned a total of 338,167 shares of SBG Common Stock,
representing approximately 18.12% of the shares of SBG Common Stock entitled to
vote at the Special Meeting. All of such directors and officers have advised
SBG that, as of the date of this Proxy Statement/Prospectus, they intend to
vote for the approval of the Merger Agreement.

THE BOARD OF DIRECTORS OF SBG HAS UNANIMOUSLY APPROVED THE MERGER AND
RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT. SEE
"THE MERGER - BACKGROUND OF THE MERGER; REASONS FOR THE MERGER; RECOMMENDATION
OF THE BOARD OF DIRECTORS OF SBG."

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

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

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

PARTIES TO THE MERGER

SouthTrust

SouthTrust is a regional bank holding company headquartered in
Birmingham, Alabama. As of March 31, 1995, SouthTrust had consolidated total
assets of approximately $18.0 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 18 bank subsidiaries operating more than
420 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. ("SouthTrust-Alabama"),
Birmingham, Alabama (the oldest predecessor of which was incorporated in 1887),
which had approximately $10.0 billion in total assets as of March 31, 1995. On
January 13, 1995, SouthTrust consummated the merger (the "Bank Merger") of 22
of its Alabama-based banking subsidiaries with and into SouthTrust-Alabama,
which was the surviving association. After giving effect to the Bank Merger,
SouthTrust-Alabama reflected, on a pro forma basis as of December 31, 1994,
total assets of approximately $10.0 billion. Of SouthTrust's approximately
$18.0 billion in assets as of March 31, 1995, approximately $10.0 billion were
in Alabama, approximately $3.5 billion were in Georgia and approximately $3.3
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 1994 and through the first quarter of 1995, SouthTrust effected
acquisitions of 10 financial institutions, with total assets of approximately
$1.03 billion. The following table presents certain information with respect
to acquisitions which are currently pending as of the date of this Proxy
Statement/Prospectus, including the Merger:

<TABLE>
<CAPTION>
Total Total Total
Institution Location Assets Deposits Loans*
- ----------------- -------- ------ -------- -----
(in millions)
<S> <C> <C> <C> <C>
Southern Bank Group, Inc. Atlanta, Georgia $ 101.8 $ 86.7 $ 67.1
FBC Holding Company, Inc. Crestview, Florida 51.6 45.7 23.8
BankUnited, FSB (3 Branches) Bonita Springs, Florida 136.0 134.0 -
Citizens Bank of Macclenny Macclenny, Florida 84.7 74.0 49.8
First Commercial Financial Corp. Bradenton, Florida 40.9 37.6 24.3
</TABLE>

___________________________
*Net of unearned income

SouthTrust anticipates that each of the transactions will be accounted
for as a pooling of interests, with the exception of the acquisition of the
three branches of BankUnited, FSB, and First Commercial Financial Corp. which
will be accounted for as a purchase. 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

5
<PAGE> 7

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 SBG 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.

SBG and the Bank

SBG was organized under the laws of the State of Georgia in 1987 for
the purpose of becoming a bank holding company and, as of the date of this
Proxy Statement/Prospectus, owns all of the issued and outstanding capital
stock of the Bank. The Bank operates out of a main office in Roswell, Georgia,
and also operates three branch banking facilities, one in Alpharetta, Georgia
and two in Roswell, Georgia. The Bank is a member of and its deposits are
insured by the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance
Corporation ("FDIC"). SBG is subject to regulation, examination and
supervision by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), and by the Georgia Department of Banking and Finance
(the "Georgia Department") and the Bank is subject to regulation, examination
and supervision by the Georgia Department and the FDIC. See "CERTAIN
INFORMATION CONCERNING THE BUSINESS OF SBG AND THE BANK" and "SUPERVISION AND
REGULATION."

The business of the Bank 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.
The Bank's primary market area for loans and deposits includes Fulton County,
Georgia, north of the Chattahoochee River and the total population of this area
was approximately 151,000 as of March 31, 1995. The Bank offers traditional
banking services such as demand and savings deposits, savings certificates,
cashier's checks, money orders and merchant credit card deposits. The Bank
also offers all types of consumer and small business loans, including
construction loans, home equity lines, first and second mortgages, personal
loans, automobile loans and loans to finance business operation and expansion.

SBG and the Bank each maintain their principal executive offices at
11180 Alpharetta Highway, Roswell, Georgia 30076 and the telephone number at
such office is (404) 475-9999.

SouthTrust of Georgia, Inc.

ST-Sub, a Georgia corporation, is a wholly-owned subsidiary of
SouthTrust. It was organized under the laws of Georgia in 1987 and, as of the
date of this Proxy Statement/Prospectus, owns one banking subsidiary.

SPECIAL MEETING

The Special Meeting will be held at 8:00 a.m., local time, on June 28,
1995, at the main office of the Bank, 11180 Alpharetta Highway, Roswell,
Georgia 30076 to consider and vote upon the Merger Agreement. Only holders of
record of shares of SBG Common Stock as of the close of business on May 25,
1995 will be entitled 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 SBG
at the Special Meeting, the receipt of required regulatory approvals, and other
conditions, SBG will be merged into ST-Sub pursuant to the Merger Agreement.
At the Effective Time of the Merger, each outstanding share of SBG Common Stock
will be converted, subject to rights of dissent and exclusive of SBG Common
Stock held in the treasury of SBG, into the right to receive 0.5275665 of a
share of SouthTrust Common Stock (the "Conversion Ratio"). No fractional
shares of SouthTrust Common Stock will be issued in the Merger, and, in lieu
thereof, each holder of shares of SBG 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

6
<PAGE> 8

of such share of SouthTrust Common Stock as reported on Nasdaq on the last
business day immediately preceding the Effective Time of the Merger.

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

The 0.5275665 of a share of SouthTrust Common Stock for which each
outstanding share of SBG 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 May 30, 1995,
of approximately $11.45.

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

Vote Required

The affirmative vote of the holders of a majority of the outstanding
shares of SBG Common Stock is required to approve the Merger Agreement.
Directors and executive officers of SBG and their affiliates beneficially
owned, as of the Record Date, directly or indirectly, 338,167 shares of SBG
Common Stock, constituting approximately 18.12% of the shares of SBG 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 SBG 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 SBG AND ITS SHAREHOLDERS.
ACCORDINGLY, THE BOARD OF DIRECTORS OF SBG RECOMMENDS THAT SHAREHOLDERS OF SBG
VOTE IN FAVOR OF THE MERGER AGREEMENT. This recommendation is based on a
number of factors discussed in this Proxy Statement/Prospectus. See "THE
MERGER - Background of the Merger; Reasons for the Merger; Recommendations of
the Board of Directors of SBG."

Opinion of Financial Advisor

The Board of Directors of SBG engaged US Banking Alliance, Inc.
("USBA"), to consider the fairness of the Merger, from a financial point of
view, to the shareholders of SBG. USBA has delivered its opinion letter dated
May 25, 1995, to the Board of Directors of SBG, 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 shareholders of SBG.

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

7
<PAGE> 9

Interests of Certain Named Persons in the Merger

The Merger Agreement provides that the Board of Directors of ST-Sub,
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-Sub 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 six (6) years after the Effective Time of the
Merger, SouthTrust shall, to the extent permitted by the provisions of the
Articles of Incorporation and Bylaws of SBG and the Bank as in effect as of the
date of the Merger Agreement, indemnify each director, officer and employee of
SBG and the Bank against any costs or expenses arising out of or pertaining to
any action or omission by such director, officer or employee as of or prior to
the Effective Time of the Merger; provided, however, that the aggregate amount
of such indemnification will not exceed $3,000,000, and that such
indemnification shall be the fullest extent permitted by applicable Georgia
law. From and after the Effective Time of the Merger, the directors, officers
and employees of SBG and the Bank who become or serve as directors, officers or
employees of SouthTrust or SouthTrust Bank of Georgia, N.A., a national banking
association ("ST-Bank"), or any affiliates thereof, shall have indemnification
rights having prospective application only, except as described above.

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

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

The respective obligations of SouthTrust and SBG 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, including the Federal Reserve Board, (ii) the approval of the
Merger Agreement by the requisite vote of SBG's shareholders, and (iii) certain
other conditions customary in transactions of this kind.

The Merger is subject to approval by the Federal Reserve Board and the
Georgia Department. Accordingly, assuming that all conditions to the Merger
contained in the Merger Agreement are satisfied or waived and that the Merger
Agreement has not been terminated, the Merger Agreement provides that the
Merger shall not be consummated until within ten days of the later to occur of
(i) the approval of the transactions pursuant to the Merger Agreement by all
required regulatory authorities, including the Federal Reserve Board and the
Georgia Department, and the expiration of all requisite waiting periods, and
(ii) approval by the shareholders of SBG of the Merger Agreement.

On or about March 29, 1995, SouthTrust filed an application with the
Federal Reserve Board seeking approval to merge SBG into ST-Sub. SouthTrust
received a letter dated April 13, 1995 from the Federal Reserve Board
acknowledging acceptance of SouthTrust's application and requesting additional
information. SouthTrust expects to receive approval from the Federal Reserve
Board in early June, although there can be no assurance as to whether or when
such approval will be received. The approval is subject to a 15 day waiting
period 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 on antitrust grounds. In addition, on March 29, 1995,
SouthTrust filed an application with the Georgia Department seeking approval of
the Merger. By letter dated April 20, 1995, the Georgia Department requested
additional information. SouthTrust expects to receive approval from the
Georgia Department in early June, although there can be no assurance as to
whether or when such approval will be received, and there are no waiting
periods applicable to the approval by the Georgia Department.

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.

8
<PAGE> 10

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

Effective Time of the Merger

The Merger will become effective upon the filing of appropriate
Articles of Merger relating thereto with the Secretary of State of Georgia.
The parties to the Merger Agreement will cause such Articles of Merger to be so
filed as soon as practicable after each of the conditions to consummation of
the Merger has been satisfied or waived. Subject to satisfaction of the
conditions contained in the Merger Agreement, the parties currently anticipate
that the Merger will become effective on or about June 30, 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

By following the procedures provided by applicable law which are
described elsewhere in this Proxy Statement/Prospectus, a holder of shares of
SBG Common Stock is entitled to dissent from the Merger and demand the fair
value of the shares of SBG Common Stock held by such holder in cash. See "THE
MERGER - Rights of Dissent and Appraisal." A copy of the provisions of the
Georgia Business Corporation Act regarding such rights of dissent is attached
hereto as Exhibit C.

COMPARATIVE STOCK PRICES

SouthTrust Common Stock is traded in the over-the-counter market
through the facilities of Nasdaq. The market for shares of SBG Common Stock is
not active and during the last two years, the sales price of all shares of SBG
Common Stock of which SBG had knowledge ranged from $4.50 to $7.50 per share.
The last sale of shares of SBG Common Stock known to SBG occurred on or about
January 27, 1995, at a sales price of $7.50 per share.

The following table sets forth the 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 SBG
Common Stock Common Stock
Last Sales Price Equivalent (4)
---------------- --------------
<S> <C> <C> <C>
(1) December 13, 1994 . . . . . . . $ 17.75 $ 9.36
(2) March 16, 1995 . . . . . . . . $ 21.17 $ 11.17
(3) May 26, 1995 . . . . . . . . . $ 21.88 $ 11.54
</TABLE>

__________________________________

(1) Last trading day preceding the announcement of the execution of the
non-binding letter of intent.
(2) Last trading day preceding the execution of the Merger Agreement.
(3) Most recent date practicable preceding the date of this Proxy
Statement/Prospectus.
(4) Pro forma equivalents calculated using the historical last sales price
for SouthTrust Common Stock as of the selected date multiplied by the
Conversion Ratio of 0.5275665 of a share of SouthTrust Common Stock
per share of SBG Common Stock.

SBG's shareholders are advised to obtain current market quotations for
and information regarding SouthTrust Common Stock and SBG Common Stock. No
assurance can be given as to the market price of

9
<PAGE> 11

SouthTrust Common Stock or the value of SBG Common Stock at any time before the
Effective Time of the Merger or as to the market price of SouthTrust Common
Stock at any time thereafter. Because the Conversion Ratio of SBG Common Stock
for SouthTrust Common Stock is fixed, it will not compensate SBG shareholders
for decreases in the market price of SouthTrust Common Stock which could occur
before the Effective Time of the Merger. In the event the market price for
SouthTrust Common Stock does decrease, the value of the SouthTrust Common Stock
to be received in the Merger in exchange for SBG Common Stock would decrease
proportionately; provided, however, that the average last sales price of shares
of SouthTrust Common Stock as reported by Nasdaq for the twenty (20) trading
days immediately preceding the Effective Time of the Merger and the last sales
price as reported by Nasdaq for the last trading day immediately preceding the
Effective Time of the Merger shall not be less than $16.00 per share, unless
SouthTrust, in its sole discretion, adjusts the Conversion Ratio so that the
product of the Conversion Ratio times the lower of such average sales price or
such sales price on the trading day immediately preceding the Effective Time of
the Merger equals 8.441064. Conversely, in the event the market price of
SouthTrust Common Stock increases, the value of the SouthTrust Common Stock to
be received in the Merger in exchange for shares of SBG Common Stock would
increase proportionately.

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

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 SBG who
are not deemed to be "affiliates" (as that term is defined in the rules under
the Securities Act) of SBG and who do not become affiliates of SouthTrust. The
shares of SouthTrust Common Stock to be issued to affiliates of SBG 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. Under the volume limitations of
Rule 145, and based upon the outstanding shares of SouthTrust Common Stock as
of March 31, 1995, an affiliate of SBG who otherwise complies with Rule 145,
subject to the undertaking described below, will be free to resell, during any
given three-month period, up to 819,507 shares of SouthTrust Common Stock.

In addition, on or before thirty (30) days prior to the Effective Time
of the Merger, each affiliate of SBG will deliver to SouthTrust a letter
agreement pertaining to the limitations on the transferability of such
affiliate's shares of SouthTrust Common Stock acquired in the Merger, and
whereby such affiliate shall represent and warrant, among other things, that he
or she shall not sell, pledge, transfer or otherwise dispose of such shares of
SouthTrust Common Stock (i) in violation of the Securities Act or the rules and
regulations thereunder, and (ii) until such time as financial results covering
at least thirty (30) days of combined operations of SBG 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 SBG SHAREHOLDERS

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

10
<PAGE> 12

ACCOUNTING TREATMENT

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

TAX TREATMENT

SBG has received the opinion of Glass, McCullough, Sherrill & Harrold,
to the effect that, for federal income tax purposes: (i) the Merger should
qualify as a reorganization under Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"); (ii) no gain or loss should be recognized by
holders of shares of SBG 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 SBG pursuant to the
Merger and the holding period therefor should be the same as the basis and
holding period of the SBG 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 SBG COMMON STOCK. SBG 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.

11
<PAGE> 13

EQUIVALENT SHARE DATA

The following summary presents comparative historical unaudited per
share data for both SouthTrust and SBG. The pro forma amounts assume the
Merger had been effective during the periods presented and had been accounted
for under the pooling of interests method. SouthTrust pro forma amounts
represent the combined pro forma results, and SBG pro forma equivalent amounts
are computed by multiplying the pro forma amounts by a factor of 0.5275665 to
reflect the Conversion Ratio in the Merger of 0.5275665 of a share of
SouthTrust Common Stock for each share of SBG 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.

Years Ended Three Months
December 31, Ended
----------------------------------------------- March 31,
1994 1993 1992 1995
----------- ------------- ------------ -----------
<S> <C> <C> <C> <C>
Net income per common share:
SouthTrust . . . . . . . . . . . $ 2.15 $ 1.94 $ 1.66 $ 0.57
SBG . . . . . . . . . . . . . . . 0.38 0.66 0.17 0.14
SouthTrust pro forma
combined . . . . . . . . . . . 2.13 1.93 1.64 0.57
SBG pro forma equivalent . . . . 1.12 1.02 0.87 0.30

Cash dividends per common share:
SouthTrust . . . . . . . . . . . $ 0.68 $ 0.60 $ 0.52 $ 0.20
SBG . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00
SouthTrust pro forma
combined(1) . . . . . . . . . . 0.68 0.60 0.52 0.20
SBG pro forma equivalent . . . . 0.36 0.32 0.27 0.11
</TABLE>

<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, 1994 March 31, 1995
----------------- --------------
<S> <C> <C>
Book value per common share
(period end):
SouthTrust . . . . . . . . . . $ 13.94 $ 14.47
SBG . . . . . . . . . . . . . 7.56 7.77
SouthTrust pro forma combined . 13.95 14.47
SBG pro forma equivalent . . . 7.36 7.63
</TABLE>

__________________________

(1) SouthTrust pro forma combined dividends represent historical cash
dividends of SouthTrust.

12
<PAGE> 14

SELECTED FINANCIAL DATA

The following tables set forth certain selected historical
consolidated financial information for SouthTrust and SBG. 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 SBG. The financial data for the interim periods ended March
31, 1995 and 1994 are derived from the unaudited historical financial
statements of SouthTrust and SBG and reflect, in the opinion of management of
SouthTrust and SBG, 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 SBG, and the related notes thereto, included in documents included
elsewhere herein or incorporated herein by reference. See "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE."

SOUTHTRUST CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
Three Months
Years Ended December 31, Ended March 31,
------------------------------------------------------------- ----------------------
1994 1993 1992 1991 1990 1995 1994
---------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
(in thousands, except per
share data):
Interest income $1,108,612 $ 927,551 $ 828,080 $ 823,725 $ 776,661 $ 339,601 $ 238,206
Interest expense 501,067 397,743 382,930 474,453 498,329 177,008 99,881
---------- --------- --------- --------- --------- --------- ---------
Net interest income 607,545 529,808 445,150 349,272 278,332 162,593 138,325
Provision for loan losses 44,984 45,032 43,305 38,042 44,635 12,542 10,189
---------- --------- --------- --------- --------- --------- ---------
Net interest income after
provision for loan losses 562,561 484,776 401,845 311,230 265,360 150,051 128,136
Non-interest income 184,778 174,702 136,683 108,881 91,084 447,942 46,822
Non-interest expense 485,999 434,951 373,636 296,796 234,713 126,955 113,405
---------- --------- --------- --------- --------- --------- ---------
Income before income taxes 261,340 224,527 164,892 123,315 90,068 71,038 61,553
Provision for income taxes 88,338 73,992 50,646 33,309 20,360 24,198 20,815
---------- --------- --------- --------- --------- --------- ---------
Net income $ 173,002 $ 150,535 $ 114,246 $ 90,006 $ 69,708 $ 46,840 $ 40,737
========== ========= ========= ========= ========= ========= =========

Net income per common share
and common share equivalent $ 2.15 $ 1.94 $ 1.66 $ 1.42 $ 1.14 $ 0.57 $ 0.51
Cash dividends declared
per common share 0.68 0.60 0.52 0.48 0.46 0.20 0.17
Average common shares and common
share equivalents outstanding 80,628 77,772 68,948 63,255 61,148 82,148 79,847

BALANCE SHEET DATA (at period end)
(in millions):
Total assets $ 17,632.1 $14,708.0 $12,714.4 $10,158.1 $ 9,005.9 $17,954.6 $15,081.0
Total loans net of unearned income 12,121.9 9,448.3 7,546.6 5,965.0 5,531.4 12,598.7 9,849.4
Total deposits 12,801.2 11,515.4 10,082.3 8,277.2 7,228.0 13,411.2 11,538.3
Total stockholders' equity 1,135.3 1,051.8 860.4 662.0 549.6 1,185.9 1,068.6
</TABLE>

13
<PAGE> 15

SOUTHERN BANK GROUP, INC. AND SUBSIDIARY

<TABLE>
<CAPTION>
Three Months
Years Ended December 31, Ended March 31,
---------------------------------------------------------- ----------------------
1994 1993 1992 1991 1990 1995 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
(in thousands, except per
share data):
Interest income $ 7,890 $ 7,375 $ 8,423 $ 11,367 $ 12,499 $ 2,119 $ 1,762
Interest expense 3,250 3,362 4,615 7,062 8,268 896 766
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income 4,640 4,013 3,808 4,305 4,231 1,223 996
Provision for loan losses 78 30 95 1,600 1,740 - 5
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income after
provision for loan losses 4,562 3,983 3,713 2,705 2,491 1,223 991
Non-interest income 960 805 944 2,282 1,972 197 212
Non-interest expense 4,475 4,065 4,339 6,761 5,606 1,033 1,041
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes 1,047 723 318 (1,774) (1,143) 387 162
Income tax (provision) benefit (356) 485 - - 57 (132) (55)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income (loss) $ 691 $ 1,208 $ 318 $ (1,774) $ (1,086) $ 255 $ 107
========== ========== ========== ========== ========== ========== ==========

Net income (loss) per common
share $ 0.38 $ 0.66 $ 0.17 $ (0.96) $ (0.58) $ 0.14 $ 0.06
Cash dividends declared
per common share 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Average common shares outstanding 1,838,601 1,838,601 1,838,601 1,844,642 1,867,287 1,838,601 1,838,601

BALANCE SHEET DATA (at period end)
(in thousands):
Total assets $ 104,374 $ 104,953 $ 105,638 $ 119,957 $ 125,449 $ 101,751 $ 105,854
Total loans net of unearned income 70,557 71,139 66,508 76,048 80,575 67,141 72,415
Total deposits 90,005 91,184 92,626 107,160 110,540 86,734 91,945
Total stockholders' equity 13,895 13,546 12,305 11,987 13,840 14,297 13,556
</TABLE>

14
<PAGE> 16

THE MERGER

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

GENERAL

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

Pursuant to the Merger Agreement, SBG will be merged with and into
ST-Sub pursuant to the Georgia Business Corporation Code, and ST-Sub shall be
the surviving corporation in the Merger. Upon the effectiveness of the Merger,
each outstanding share of SBG Common Stock, subject to rights of dissent and
exclusive of shares of SBG Common Stock held in the treasury of SBG, shall be
converted into the right to receive 0.5275665 of a share of SouthTrust Common
Stock (hereinbefore and hereinafter referred to as the "Conversion Ratio").
The Conversion Ratio, including the number of shares of SouthTrust Common Stock
issuable in the Merger, is subject to appropriate adjustment in the event of
certain stock splits, stock dividends or similar distributions 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 SBG Common Stock who
otherwise would have been entitled to receive a fractional share of SouthTrust
Common Stock will be entitled to receive a cash payment in an amount equal to
the product of (i) the fractional interest of a share of SouthTrust Common
Stock to which such holder otherwise would have been entitled and (ii) the last
sales price of such share of SouthTrust Common Stock as reported by Nasdaq on
the last business day preceding the Effective Time of the Merger.

See "DESCRIPTION OF SOUTHTRUST CAPITAL STOCK-SouthTrust Common Stock"
and "MARKET AND DIVIDEND INFORMATION RESPECTING THE COMMON STOCK OF SOUTHTRUST
AND SBG." For additional information regarding the terms of the Merger, see
the Merger Agreement which is attached hereto as Exhibit A.

Subject to the approval of the Merger Agreement by the shareholders of
SBG, the satisfaction or waiver of the conditions contained in the Merger
Agreement, and the filing of appropriate Articles of Merger with the Secretary
of State of Georgia, the Merger Agreement provides that the Effective Time of
the Merger will be within ten (10) days after the later to occur of (i) the
approval of the transactions pursuant to the Merger Agreement by all required
regulatory authorities (including expiration of any applicable waiting period),
and (ii) approval by the shareholders of SBG of the Merger.

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

In September 1994, representatives of SBG were approached by
representatives of SouthTrust regarding a possible business combination with
SBG. Discussions between such representatives ensued, and in December 1994,
the parties executed a non-binding letter expressing an interest in pursuing
such a transaction. The letter of intent provided, subject to certain
conditions, that SBG would be acquired by SouthTrust or one of its subsidiaries
in a transaction in which the shareholders of SBG would receive 0.5275665 of a
share of SouthTrust Common Stock for each outstanding share of SBG Common
Stock.

Following the execution of the letter of intent, representatives of
SouthTrust and SBG 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 March 2, 1995, the Board of Directors of SBG
met to review and consider the Merger Agreement. At such Board of Directors
meeting, all of the directors of SBG present at the meeting voted to approve
the Merger and the Merger Agreement, subject to final review and approval of
the Merger Agreement by SBG's Chief Executive Officer and SBG's counsel and
other advisors. Thereafter, on March 17, 1995, the Merger Agreement was
executed by the parties.

15
<PAGE> 17

The Conversion Ratio, which represents the number of shares of
SouthTrust Common Stock to be exchanged for each outstanding share of SBG
Common Stock, reflects prices that were negotiated on an arm's-length basis
between representatives of SBG and representatives of SouthTrust. There was no
affiliation between SBG and its representatives, on one hand, and SouthTrust
and ST-Sub, and their representatives, on the other hand, prior to the
execution of the Merger Agreement.

The Board of Directors of SBG 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 SBG's shareholders relative to the
book value and earnings per share of SBG Common Stock; (b) certain information
concerning the financial condition, results of operations and business
prospects of SBG and SouthTrust; (c) the marketability of SBG Common Stock; (d)
the competitive and regulatory environment for financial institutions
generally; (e) the fact that the Merger will enable SBG shareholders to
exchange their shares of SBG 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 SBG
did not assign any relevant weights to the above factors, but it considered all
of such factors to be material. The Board of Directors believes that it
appropriately addressed all of the relevant concerns in the proposed
transaction with SouthTrust, and it concluded that the terms of the transaction
with SouthTrust are fair to the shareholders of SBG from a financial point of
view. Based on these factors, the Board of Directors of SBG has determined
that the Merger is in the best interests of the shareholders of SBG and has
approved the Merger Agreement.

SouthTrust is engaging in the transactions pursuant to the Merger
because the Merger is consistent with its expansion strategy within the
southeastern United States and because the acquisition of SBG and the Bank will
augment SouthTrust's existing market share in the Atlanta, Georgia banking
market and enhance its competitive position in such market.

OPINION OF FINANCIAL ADVISOR

In January 1995, SBG retained US Banking Alliance, Inc. ("USBA"), a
consulting and financial advisory firm based in Atlanta, Georgia, on the basis
of its experience, to render a written fairness opinion (the "Opinion") to the
Board of Directors and shareholders of SBG. USBA has been in the business of
consulting for the banking industry for five years, including the appraisal and
valuation of banking institutions and their securities in connection with
mergers and acquisitions and equity offerings. USBA has a long history of
familiarity and involvement with the banking industry nationwide, as well as
familiarity with the Georgia market and recent transactions in this market.
USBA did not participate in the negotiations or structuring of the transaction.
USBA did review the negotiated terms of the Merger including the exchange ratio
and corporate governance matters. Except as described herein, USBA is not
affiliated in any way with SBG, SouthTrust or their respective affiliates.

On May 25, 1995, in connection with their consideration of the Merger
Agreement, USBA issued its Opinion to the Board of Directors of SBG that, in
its opinion as financial advisors, the terms of the Merger as provided in the
Merger Agreement are fair, from a financial perspective, to SBG's shareholders.
This Opinion is based upon conditions as they existed on March 31, 1995. A
copy of the Opinion is attached as Exhibit B to this Proxy Statement/Prospectus
and should be read in its entirety by SBG shareholders. USBA'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,
USBA reviewed certain publicly available and other information concerning
SouthTrust and SBG, including the following: (i) the Merger Agreement; (ii)
the most recent independent auditor's reports to the Board of Directors of each
organization; (iii) the March 31, 1995 Balance Sheet and Income Statement for
SouthTrust and SBG; (iv) the Rate Sensitivity Analysis

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<PAGE> 18

reports of SouthTrust and the Bank; (v) each organization's listing of
marketable securities showing rate, maturity and market value as compared to
book value; (vi) each organization's internal loan classification list; (vii) a
listing of other real estate owned of SouthTrust and SBG; (viii) the budgets of
SouthTrust and SBG; (ix) the listing of unfunded letters of credit and any
other off-balance sheet risks of SouthTrust and SBG; (x) the minutes of the
Board of Directors of SBG; (xi) the most recent Federal Reserve Board report of
SouthTrust and SBG; (xii) the listing and description of significant real
properties of SouthTrust and SBG; (xiii) material leases on real and personal
property of SouthTrust and SBG; (xiv) the directors' and officers' liability
and blanket bond insurance policies of SouthTrust and SBG; and (xv) market
conditions and current trading levels of outstanding equity securities of
SouthTrust and SBG. USBA conducted a review of each organization's historical
performance, current financial condition and performed a market area analysis.
USBA discussed with management of SouthTrust and SBG the relative operating
performance and future prospects of each organization and their respective
subsidiary banks, primarily with respect to the current level of their earnings
and future expected operating results, giving weight to USBA's assessment of
the future of the banking industry and each organization's performance within
the industry. USBA compared the results of operations of the Bank with
specifically constructed comparable banks. USBA compared the results of
SouthTrust's operations with regional bank holding companies with total assets
of $1 billion and greater. USBA reviewed and analyzed the terms and conditions
of recently announced selected transactions.

Consideration was given to the levels of book value and earnings per
share appreciation or dilution percentages between the merger partners over the
next three to five years after consummation. USBA projected that SBG
shareholders will have a higher level of book value, earnings per share and
dividends per share after exchanging their common stock for SouthTrust Common
Stock than they would on a stand alone basis. Based upon discussions with
management of SouthTrust and SBG, USBA estimates that the combined entity also
would be able to realize after-tax savings and earnings-enhancement
opportunities based upon economies realized over time. The primary focus has
been on the short-term and long-term book value and earnings per share
appreciation potential for SBG shareholders.

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

For its services as independent financial analyst for the Merger,
including the rendering of its Opinion referred to above, SBG has paid USBA
aggregate fees of $17,500. USBA has not provided professional services or
products to SouthTrust during the previous five years prior to the date of this
Proxy Statement/Prospectus.

INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER

SouthTrust also has agreed in the Merger Agreement, for a period of
six years following the Effective Time of the Merger, to indemnify and hold
harmless each of the officers, directors, employees or agents of SBG or the
Bank, to the full extent permitted by the Articles of Incorporation and Bylaws
of SBG and the Bank as in effect as of the date of the Merger Agreement,
against any costs or expenses (including attorneys' fees), judgments, fines,
losses, 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
occurring on or prior to the Effective Time of the Merger in his or her
capacity as such, provided, however, that the aggregate amount of such
indemnification does not exceed $3,000,000, and such indemnification shall be
to the fullest extent permitted by applicable Georgia law. SouthTrust has
agreed to cause ST-Sub and ST-Bank to assume and be bound by the severance
policy of the Bank if any Bank employees who are covered by such severance
policy are terminated by SouthTrust, ST-Sub or ST-Bank within one year
following the Effective Time of the Merger.

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<PAGE> 19

However, if the severance policy of SouthTrust contemplates severance payments
that are at least as comparable to those of the Bank's, SouthTrust may elect to
cover the Bank employees under SouthTrust's severance policy.

Pursuant to the Merger Agreement, appropriate steps shall be taken to
terminate all employee benefit plans of SBG as of the Effective Time of the
Merger or as promptly as practicable thereafter, other than the Southern Bank
Group 401(k) Retirement Plan (the "SBG 401(k) Plan"). Following the
termination of all such employee benefit plans (other than the SBG 401(k)
Plan), SouthTrust has agreed to cover the officers and employees of SBG who are
employed by SouthTrust or one of its affiliates 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 insurance plan, SouthTrust shall credit each such
employee for eligible expenses incurred by such employee and his or her
dependents (if applicable) under SBG'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 SBG and the Bank prior to the
Effective Time of the Merger shall be given by SouthTrust to employees for
purposes of: (1) determining vacation and sick leave benefits and accruals, in
accordance with the established policies of SouthTrust; and (2) establishing
eligibility for participation in, and vesting under, SouthTrust's employee
benefits plans (including welfare and fringe benefit plans), and for purposes
of determining the scheduling of vacations and other determinations which are
made based on length of service; provided, however, such credit for past
service shall not be given to any such employee for purposes of establishing
eligibility for participation in the 1990 Discounted Stock Plan of SouthTrust.

The Merger Agreement further provides that the SBG 401(k) Plan will,
in SouthTrust's discretion, either be (i) merged into the SouthTrust
Corporation Employee's Profit Sharing Plan (the "ST PS Plan") or (ii)
terminated as of December 31 of the year in which the Effective Time of the
Merger occurs, or as of the last day of the plan's first plan year ending after
the Effective Time of the Merger. From and after the termination of the SBG
401(k) Plan or the merger of the SBG 401(k) 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 with SBG 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.

EFFECT OF MERGER ON SBG COMMON STOCK AND SBG STOCK OPTIONS

At the Effective Time of the Merger, each outstanding share of SBG
Common Stock, other than shares of SBG Common Stock held by shareholders who
have dissented from the Merger and shares of SBG Common Stock held in SBG's
treasury, shall be converted into the right to receive 0.5275665 of a share of
SouthTrust Common Stock. The Conversion Ratio, including the number of shares
of SouthTrust Common Stock issuable in the Merger, is subject to appropriate
adjustment in the event of certain stock splits, stock dividends or similar
distribution 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 SBG Common Stock who otherwise would have been entitled to receive a
fractional share of SouthTrust Common Stock will be entitled to receive a cash
payment in an amount equal to the product of (i) the fractional interest of a
share of SouthTrust Common Stock to which such holder otherwise would have been
entitled and (ii) the last sales price of such share of SouthTrust Common Stock
as reported by Nasdaq on the last business day immediately preceding the
Effective Time of the Merger.

As of the Effective Time of the Merger, all rights with respect to the
SBG Options granted by SBG under the SBG Stock Option Plans, which are
outstanding at the Effective Time of the Merger, whether or not such SBG
Options are then exercisable will be assumed by SouthTrust in accordance with
the terms of the particular SBG Stock Option Plan under which such SBG Options
were issued and the stock option agreement by which such SBG Options are
evidenced. From and after the Effective Time of the Merger, (i) each SBG
Option assumed by SouthTrust may be exercised solely for shares of SouthTrust
Common Stock, (ii) the number of shares of SouthTrust Common Stock subject to
such SBG Option shall be equal to the number of SBG Shares subject to such SBG
Option immediately prior to the Effective Time of the Merger multiplied by the
Conversion Ratio, and (iii)

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<PAGE> 20

the per share exercise price under each such SBG Option shall be adjusted by
dividing the per share exercise price under each such SBG Option by the
Conversion Ratio and rounding down to the nearest cent.

At all times after the Effective Time of the Merger, SouthTrust shall
reserve for issuance such number of shares of SouthTrust Common Stock as shall
be necessary to permit the exercise of the SBG Options in the manner
contemplated by the Merger Agreement. At or prior to, or (at the election of
SouthTrust) within a reasonable time (not to exceed 30 days) after, the
Effective Time of the Merger, SouthTrust shall file a Registration Statement on
Form S-3 or Form S-8, as the case may be, with respect to the shares of
SouthTrust Common Stock subject to the SBG Options and shall use its best
efforts to maintain the effectiveness of such registration statement or
registration statements (and maintain the current status of the prospectus or
prospectuses contained therein) for so long as any of the SBG Options remain
outstanding. SouthTrust shall make any filings required under any applicable
state securities laws to qualify the shares of SouthTrust Common Stock subject
to such SBG Options for resale thereunder.

It is intended that such assumption of SBG Options shall be undertaken
in a manner that will not constitute a "modification" as defined in Section 424
of the Internal Revenue Code of 1986, as amended (the "Code") as to any stock
option which is an incentive stock option as defined in Section 422 of the
Code. All restrictions or limitations on transfer with respect to shares of
SBG Common Stock awarded under a SBG Stock Option Plan ("Restricted Stock"), to
the extent that such restrictions or limitations shall not have already lapsed,
shall remain in full force and effect with respect to the shares of SouthTrust
Common Stock into which such Restricted Stock is converted unless such
restrictions arise under the Securities Act of 1933 and are eliminated by
virtue of the Registration Statement filed by SouthTrust of which this Proxy
Statement/Prospectus is a part. Except as otherwise provided herein, (i) the
provisions of the SBG Stock Option Plans that provide for the issuance or grant
of any other interest in respect of the capital stock of SBG shall be deleted
as of the Effective Time of the Merger and (ii) SBG shall take all reasonable
steps to ensure that following the Effective Time of the Merger no holder of
SBG Options shall have any right thereunder to acquire any equity securities of
SBG.

Because the Conversion Ratio of shares of SouthTrust Common Stock for
SBG Common Stock is fixed, it will not compensate SBG' 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 SBG Common Stock would decrease;
provided, however, that the average last sales price of shares of SouthTrust
Common Stock as reported by Nasdaq for the twenty (20) trading days immediately
preceding the Effective Time of the Merger and the last sales price as reported
by Nasdaq for the last trading day immediately preceding the Effective Time of
the Merger shall not be less than $16.00 per share, unless SouthTrust, in its
sole discretion, adjusts the Conversion Ratio so that the product of the
Conversion Ratio times the lower of such average sales price or such sales
price on the trading day immediately preceding the Effective Time of the Merger
equals 8.441064. Conversely, in the event the market price of SouthTrust
Common Stock increases, the value of the SouthTrust Common Stock to be received
in the Merger in exchange for SBG Common Stock would increase. On May 26,
1995, the most recent date practicable preceding the date of this Proxy
Statement/Prospectus, the last sales price of SouthTrust Common Stock was
$21.88 per share. SBG's shareholders are advised to obtain current market
quotations for and information regarding SouthTrust Common Stock and SBG Common
Stock. No assurance can be given as to the market price of SouthTrust Common
Stock or the value of SBG Common Stock on the date the Merger becomes effective
or as to the market price of SouthTrust Common Stock thereafter.

EFFECTIVE TIME OF THE MERGER

The Merger will become effective upon the effectiveness of appropriate
Articles of Merger relating thereto filed with the Secretary of State of
Georgia. The Merger Agreement provides that the parties thereto will cause
such Articles 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 SBG's shareholders have approved the Merger Agreement
and all required regulatory approvals and actions relating to the Merger have
been obtained and taken and any requisite waiting period shall have expired.
Subject to satisfaction of the conditions contained in the Merger Agreement,
the parties currently anticipate that the Merger will become effective on or
about June 30, 1995, although there can be no assurance as to whether or when
the Merger will become effective.

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<PAGE> 21

EXCHANGE OF STOCK CERTIFICATES

As of the Effective Time of the Merger, SouthTrust will deliver the
total consideration to be paid by SouthTrust for the shares of SBG Common Stock
to the Trust and Financial Services Division of SouthTrust Bank of Alabama,
National Association, or 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 SBG Common Stock for use in exchanging their certificates
formerly representing shares of SBG 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 SBG Common Stock
will cease to be shareholders of SBG and will have no voting or other rights
with respect to shares of SBG Common Stock, other than the right to receive
shares, and cash in lieu of fractional shares, of SouthTrust Common Stock upon
surrender of the stock certificates respecting their shares of SBG Common
Stock. As of the Effective Time of the Merger and except as otherwise
indicated below, all holders of shares of SBG Common Stock shall be deemed to
be holders of the shares of SouthTrust Common Stock into which such shares of
SBG Common Stock shall have been converted in the Merger, whether or not they
surrender the stock certificates representing their shares of SBG 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 SBG Common Stock, and
SouthTrust shall not be obligated to deliver any of the consideration to which
any holder of SBG 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 SBG Common
Stock as provided for in the Merger Agreement. Until the stock certificates
evidencing the shares of SBG 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 the event that any holder of shares of SBG Common Stock is unable
to deliver the certificate which represents such holder's SBG Common Stock,
SouthTrust, in the absence of actual notice that any 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 the Merger Agreement and the amount of cash representing
fractional shares of SouthTrust Common Stock to which such holder is entitled
in accordance with the provisions of the Merger Agreement upon the presentation
of all of the following: (i) an affidavit or other evidence to the reasonable
satisfaction of SouthTrust that any such certificate has been lost, wrongfully
taken or destroyed; (ii) such security or indemnity as may be reasonably
requested by SouthTrust to indemnify and hold SouthTrust harmless; and (iii)
evidence to the satisfaction of SouthTrust that such holder is the owner of
shares of SBG Common Stock 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 the Merger Agreement. In addition, holders of shares of
SBG 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 public officials under the applicable laws of
escheat or abandoned property.

RESALE OF SOUTHTRUST COMMON STOCK RECEIVED IN THE MERGER

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<PAGE> 22

not intend to register its shares under the Securities Act for resale by
shareholders who are affiliates. Under the volume limitations of Rule 145, and
based upon the outstanding shares of SouthTrust Common Stock as of March 31,
1995, an affiliate of SBG who otherwise complies with Rule 145, and subject to
the undertaking described below, will be free to resell, during any given
three-month period, up to 819,507 shares of SouthTrust Common Stock.

In addition, on or before thirty (30) days prior to the Effective Time
of the Merger, each such person deemed an affiliate of SBG 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
SBG 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 interests method of accounting, the recorded
amounts of the assets and liabilities of SBG 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 SBG 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 Federal Reserve Board and the
Georgia Department. Accordingly, assuming that all conditions to the Merger
contained in the Merger Agreement are satisfied or waived and that the Merger
Agreement has not been terminated, the Merger Agreement provides that the
Merger shall be consummated within ten days of the later to occur of (i) the
approval of the transactions pursuant to the Merger Agreement by all required
regulatory authorities, including the Federal Reserve Board and the Georgia
Department, and the expiration of all requisite waiting periods, and (ii)
approval by the shareholders of SBG of the Merger Agreement.

On or about March 29, 1995, SouthTrust filed an application with the
Federal Reserve Board seeking approval to merge SBG into ST-Sub. SouthTrust
received a letter dated April 13, 1995 from the Federal Reserve Board
acknowledging acceptance of SouthTrust's application and requesting additional
information. SouthTrust expects to receive approval from the Federal Reserve
Board in early June, although there can be no assurance as to whether or when
such approval will be received. The approval is subject to a 15 day waiting
period during which the Merger may not be consummated and which commences the
authority of the Justice Department to challenge the Merger on antitrust
grounds. In addition, on March 29, 1995, SouthTrust filed an application with
the Georgia Department seeking approval of the Merger. By letter dated April
20, 1995, the Georgia Department requested additional information. SouthTrust
expects to receive approval from the Georgia Department in early June, although
there can be no assurance as to whether or when such approval will be received,
and there are no waiting periods applicable to the approval by the Georgia
Department.

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 SBG 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 SBG 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

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<PAGE> 23

vote of the shareholders of SBG, 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, 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 shares of SouthTrust Common Stock pursuant to
the terms of the Merger Agreement;

(ii) The representations and warranties of SBG set forth in the
Merger Agreement shall be true and correct in all material respects as
of the date of the Merger Agreement and as of all times up to and
including the Effective Time of the Merger (as though made on and as
of the Effective Time of the Merger except to the extent such
representations and warranties are by their express provisions made as
of a specified date and except for changes therein contemplated by the
Merger Agreement); and SBG shall have performed all covenants,
obligations and agreements required to be performed by it under the
Merger Agreement prior to the Effective Time of the Merger;

(iii) The representations and warranties of SouthTrust and ST-Sub
contained in the Merger Agreement shall be true and correct as of the
Effective Time of the Merger, and SouthTrust and ST-Sub shall have
performed all covenants, obligations and agreements required to be
performed by them under the Merger Agreement prior to the Effective
Time of the Merger;

(iv) There shall be no 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 by the Merger Agreement, or (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 case of (a) through (c), and in
the reasonable judgment of either SouthTrust or SBG, based upon advice
of counsel, would have a material adverse effect with respect to the
interests of SouthTrust or SBG, as the case may be;

(v) There shall have been no determination by SouthTrust that any
fact, event or condition exists or has occurred that, in the
reasonable judgment of SouthTrust, (a) would have a material adverse
effect on the Condition (as defined in the Merger Agreement) of SBG on
a consolidated basis or the consummation of the transactions
contemplated by the Merger Agreement, (b) would be of such
significance with respect to the business or economic benefits
expected to be obtained by SouthTrust pursuant to the Merger Agreement
as to render inadvisable the consummation of the transactions pursuant
to the Merger Agreement; provided, however, that any change in the
last sales price of shares of SouthTrust Common Stock, as reported by
Nasdaq, will not be taken into account in determining whether such
adverse fact, event or condition has occurred, (c) would be materially
adverse to the interests of SouthTrust on a consolidated basis, or (d)
would render the Merger or the other transactions contemplated by 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;

(vi) There shall have been no determination by SBG that any fact,
event or condition exists or has occurred that, in the reasonable
judgment of SBG, (a) would have a material adverse effect on, or which
may be foreseen to have a material adverse effect on, the Condition of
SouthTrust or the consummation of the transactions contemplated by the
Merger Agreement, or (b) 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 a
general suspension of trading on Nasdaq, the New York Stock Exchange,
Inc. or other national securities exchange;

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<PAGE> 24

(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, in the reasonable judgment of SouthTrust, any
material adverse requirement upon SouthTrust or its subsidiaries,
including, without limitation, any requirement that SouthTrust sell or
dispose of any significant amount of the assets of SBG 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 SBG 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 and bank holding companies under similar
circumstances;

(viii) SouthTrust and ST-Sub 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, except for
which failure to obtain such consents and approvals would not, in the
opinion of SBG, individually or in the aggregate, have a material
adverse effect upon the consummation of the transactions contemplated
by the Merger Agreement;

(ix) SBG shall have obtained the consent or approval of each person
(other than Consents of the Regulatory Authorities) whose consent or
approval shall be required in order to permit the succession by the
Surviving Corporation to any obligation, right or interest of SBG
under any agreement or instrument, except those for which failure to
obtain such consents and approvals would not, in the opinion of
SouthTrust, individually or in the aggregate, have a material adverse
effect on the Surviving Corporation or upon the consummation of the
transactions contemplated by the Merger Agreement.

(x) All employment agreements between SBG, the Bank and any
executive or employee thereof shall be terminated and, at the election
of SouthTrust, replacement employment agreements shall have been
executed and delivered;

(xi) The total number of shares of SBG Common Stock outstanding as
of the Effective Time of the Merger and the total number of shares of
SBG Common Stock covered by any option, warrant, commitment, or other
right or instrument to purchase or acquire any shares of SBG Common
Stock that are outstanding as of the Effective Time of the Merger,
including any securities convertible into or exchangeable for shares
of SBG Common Stock, shall not exceed 1,925,994 shares in the
aggregate;

(xii) The holders of not more than five percent (5%) of the
outstanding shares of SBG 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;

(xiii) SBG shall have received the opinion of Glass, McCullough,
Sherrill & Harrold to the effect, among others, that the Merger should
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 SBG to the extent that they receive SouthTrust Common Stock in
exchange for SBG Common Stock in the Merger. See "CERTAIN FEDERAL
INCOME TAX CONSIDERATIONS;"

(xiv) The average last sale price of the SouthTrust Common Stock to
be issued in connection with the Merger, as reported by Nasdaq for the
twenty (20) trading days immediately preceding the Effective Time of
the Merger and the last sales price as reported by Nasdaq for the last
trading day immediately preceding the Effective Time of the Merger,
shall not be less than $16.00 per share of SouthTrust Common Stock,
unless SouthTrust, in its sole discretion, adjusts the

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<PAGE> 25

Conversion Ratio so that the product of the Conversion Ratio times the
lower of such average sales price or such sales price on the trading
day immediately preceding the Effective Time of the Merger equals
8.441064; and

(xv) The Board of Directors of SBG shall have received an opinion,
dated not more than five (5) business days prior to the date of the
Proxy Statement/Prospectus from an investment banker or bank
consultant acceptable to SBG that the consideration to be received by
the shareholders of SBG in the Merger is fair to the shareholders of
SBG 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 written
instruments signed on behalf of each of the parties thereto.

TERMINATION

The Merger Agreement may be terminated at any time prior to the
Effective Time of the Merger: (i) by the mutual consent in writing of
SouthTrust and SBG; (ii) by either SouthTrust or SBG if the Merger shall not
have occurred on or prior to September 30, 1995, provided that the failure to
consummate the Merger on or before September 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 SBG (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: (A) SouthTrust shall have determined that any fact,
event or condition exists that, in the reasonable judgment of SouthTrust, (1)
is materially at variance with any warranty or representation of SBG or the
Bank set forth in the Merger Agreement or is a material breach of any covenant
or agreement of SBG or the Bank contained in the Merger Agreement, (2) has a
material adverse effect upon the Condition of SBG on a consolidated basis or
upon the consummation of the transactions contemplated by the Merger Agreement,
(3) would be materially adverse to the interests of SouthTrust and ST-Sub on a
consolidated basis, (4) would be of such significance with respect to the
business or economic benefits expected to be obtained by SouthTrust under the
Merger Agreement so as to render inadvisable consummation of the transactions
contemplated by the Merger Agreement; provided, however, that any change in the
last sales price of shares of SouthTrust Common Stock, as reported by Nasdaq,
shall not be deemed a fact, event or condition that gives rise to any right of
termination under the Merger Agreement, or (4) 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; or (B) there shall be any litigation or threat of
litigation (1) challenging the validity or legality of the Merger Agreement or
the consummation of the transactions contemplated by the Merger Agreement, (2)
seeking damages in connection with the consummation of the transactions
contemplated by the Merger Agreement or (3) seeking to restrain or invalidate
the consummation of the transactions contemplated by the Merger Agreement; or
(v) by SBG if (A) SBG shall have determined that any fact, event or condition
exists that, in the reasonable judgment of SBG, (1) is materially at variance
with any warranty or representation of SouthTrust or ST-Sub contained in the
Merger Agreement or is a material breach of any covenant or agreement of
SouthTrust of ST-Sub contained in the Merger Agreement, or (2) 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, (B)
there shall be any litigation or threat of litigation (1) challenging the
validity or legality of the Merger Agreement or the consummation of the
transactions contemplated by the Merger Agreement, (2) seeking damages in
connection with the consummation of the transactions contemplated by the Merger
Agreement or (3) seeking to restrain or invalidate the consummation of
transactions contemplated by the Merger Agreement, or (C) SBG shall have
determined that any fact, event or condition exists that, in the reasonable
judgment of SBG, would render the Merger 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.

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<PAGE> 26

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 SBG may dissent from the Merger and receive in cash
the fair value, as of immediately before the Effective Time of the Merger, of
the shares of SBG Common Stock held by such shareholder pursuant to Section
14-2-1301 et seq. of the Georgia Business Corporation Code (the "Dissent
Provisions"). Such fair value is exclusive of any appreciation or depreciation
in anticipation of the Merger. The appraisal value of the SBG Common Stock may
differ from the consideration that a shareholder of SBG is entitled to receive
in the Merger.

The following is a summary of the Dissent Provisions, the full text of
which is annexed hereto as Exhibit C.

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

Within ten (10) days after the later of the expiration of the period
in which the dissenting shareholder may file a notice of election to dissent,
or the Effective Time of the Merger, the Surviving Corporation is required to
make a written offer to each dissenting shareholder to purchase the shares of
SBG Common Stock at a price deemed by the Surviving Corporation to be the fair
value of such shares plus accrued interest. If, within thirty (30) days after
the making of such offer, any shareholder accepts the same, payment therefor
shall be made within sixty (60) days after the later of the date such offer was
made or the consummation of the Merger. If the dissenting shareholder fails to
respond to the offer within said thirty (30) day period, the dissenting
shareholder will have been deemed to have accepted such offer, and the
Surviving Corporation must make payment within said sixty (60) day period.
However, if the Surviving Corporation and the dissenting shareholder are unable
to agree with respect to a price, then the Surviving Corporation, within sixty
(60) days after receipt of written demand from such dissenting shareholder,
shall file an action in a court of competent jurisdiction in the county in
which SBG maintained its registered office requesting that the fair value of
the shares of SBG Common Stock be found and determined. If the Surviving
Corporation shall fail to institute such proceedings, it shall pay each
dissenting shareholder whose demand remains unsettled the amount demanded by
such shareholder. All dissenting shareholders are deemed to be parties to the
proceeding as an action against their shares. In such proceeding, the court
may, if it so elects, appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value.

The cost and expenses of any such dissent proceeding shall be
determined by the court and shall be assessed against the Surviving
Corporation, but all or any part of such costs and expenses may be apportioned
and assessed against the dissenting shareholders, in such amount as the court
deems equitable, if the court determines that Surviving Corporation made an
offer to the dissenting shareholders and the shareholders' failure to accept
such offer

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<PAGE> 27

was arbitrary or vexatious and not in good faith. The expenses awarded by the
court may include compensation for reasonable fees and expenses of any
appraiser, counsel or experts employed by any party to the proceedings. Upon
payment by the Surviving Corporation of the fair value of the shares, as
determined by the court, the dissenting shareholder will cease to have any
interest in the shares of SBG Common Stock.

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

CONDUCT OF BUSINESS BY SBG PENDING THE MERGER

The Merger Agreement provides that, until the Effective Time of the
Merger and except with the prior approval of SouthTrust, SBG will conduct its
business and engage in transactions only in the ordinary course, consistent
with past practice and prudent banking principles. The Merger Agreement
further provides that, until the Effective Time of the Merger and except as
required by law or regulation, SBG 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 SBG or the Bank; (B) except for the issuance of shares of SBG
Common Stock pursuant to the terms of the SBG Options, change the number of
shares of the authorized, issued or outstanding capital stock of SBG, 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 SBG, or declare, set aside or pay any dividend or other distribution
with respect to the outstanding capital stock of SBG; (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 December 31,
1994 and disclosed in a Disclosure Schedule delivered pursuant to the Merger
Agreement and other than expenditures necessary to maintain existing assets in
good repair; (E) sell, transfer, convey or otherwise dispose of any real
property (including "other real estate owned") or interest therein having a
book value in excess of or in exchange for consideration in excess of $10,000;
(F) except for the bonuses to be paid to certain named employees as of the
Effective Time of the Merger, pay any bonuses to any employee; 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 and except as contemplated by the Merger Agreement; (G) enter
into or extend any agreement, lease or license relating to real property,
personal property, data processing or bankcard functions relating to SBG or the
Bank that involves an aggregate of $10,000; or (H) acquire twenty percent (20%)
or more of the assets or equity securities of any person or acquire direct or
indirect control of any person, other than in connection with (1) any internal
reorganization or consolidation involving existing subsidiaries of SBG or the
Bank which has been approved in advance in writing by SouthTrust, (2)
foreclosures 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 Merger Agreement.

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

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<PAGE> 28

BUSINESS AND MANAGEMENT OF SBG FOLLOWING THE MERGER; PLANS FOR BUSINESS OF SBG

Upon consummation of the Merger, SBG will be merged into ST-Sub, with
ST-Sub being the surviving corporation in the Merger (the surviving corporation
being sometimes referred to herein as the "Surviving Corporation"). From and
after 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-Sub immediately prior to 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-Sub immediately prior to 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 and
branch offices of SBG will become full service branches of ST-Bank and the
operations of the Bank will be integrated into the operations of ST-Bank, with
efforts directed toward preserving the existing customer and banking
relationships of the Bank as 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 SBG COMMON STOCK WHO ARE
CITIZENS OF THE UNITED STATES. IT DOES NOT DISCUSS ALL THE TAX CONSEQUENCES
THAT MAY BE RELEVANT TO HOLDERS OF SBG 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 SBG COMMON STOCK
WHO ACQUIRED THEIR SBG COMMON STOCK 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 SBG 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-Sub nor SBG 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 SBG Common Stock of the Merger or of
any of the federal income tax effects to SouthTrust, ST-Sub or SBG of the
Merger. Instead, SBG will rely upon an opinion of Glass, McCullough, Sherrill
& Harrold as to the federal income tax consequences of the Merger to the
holders of SBG Common Stock. The opinion of Glass, McCullough, Sherrill &
Harrold 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. The opinion of Glass, McCullough, Sherrill &
Harrold is based upon certain factual assumptions. One such assumption is that
SBG will transfer "substantially all" of its assets to ST-Sub within the
meaning of Section 368(a)(2)(D) of the Code. Unlike a ruling from the IRS, an
opinion is not binding on the IRS and there can be no assurance, and none is
hereby given, that the IRS will not take a position contrary to one or more
positions reflected herein or that the opinion will be upheld by the courts if
challenged by the IRS.

In the opinion of Glass, McCullough, Sherrill & Harrold, which opinion
is based upon various representations and subject to various assumptions and
qualifications, the following federal income tax consequences to the holders of
SBG Common Stock should result from the Merger:

(i) The Merger should qualify as a reorganization within the
meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code
and ST-Sub, SBG and SouthTrust each should be a party to the
reorganization.

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

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<PAGE> 29

(iii) The basis of the SouthTrust Common Stock to be received by the
SBG shareholders (including any fractional share interest to
which they may be entitled) should be the same as the
aggregate basis of the SBG Common Stock surrendered in the
exchange (reduced by any amount allocable to fractional share
interests for which cash is received).

(iv) 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 SBG should include
the period during which the SBG Common Stock surrendered in
exchange therefor was held, provided that the shares of SBG
Common Stock were held as capital assets within the meaning of
Section 1221 of the Code as of the Effective Time.

(v) SBG shareholders who exercise dissenters' rights, and as a
result of which receive only cash, should be treated as having
received such cash as a distribution in redemption of their
SBG Common Stock, subject to the provisions and limitations of
Sections 356 and 302 of the Code. Accordingly, such
shareholders will generally have capital gain or loss equal to
the difference between such shareholders' basis in his or her
stock and the cash received.

(vi) The payment of cash to a SBG shareholder in lieu of issuing a
fractional share interest in SouthTrust Common Stock should 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 Sections 356
and 302(a) of the Code.

The opinion of Glass, McCullough, Sherrill & Harrold 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 or ST-Sub other than those expressly stated in the opinion.
Furthermore, no opinion is expressed as to the federal or state tax treatment
of the transaction under any other provisions of the Code and regulations, or
about the tax treatment of any conditions existing at the time of, or effects
resulting from, the transaction that are not specifically covered by the
opinion.

DESCRIPTION OF SOUTHTRUST CAPITAL STOCK

GENERAL

The authorized capital stock of SouthTrust consists of 200,000,000
shares of common stock, par value $2.50 per share (referred to throughout this
Proxy Statement/Prospectus as "SouthTrust Common Stock"), and 5,000,000 shares
of Preferred Stock, par value $1.00 per share ("SouthTrust Preferred Stock").
As of March 31, 1995, 81,950,646 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 December 31, 1994,
2,741,834 shares of SouthTrust Common Stock were reserved for employee benefit
plans, 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.

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<PAGE> 30

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 SBG."

Voting Rights and Other Matters

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

Holders of SouthTrust Common Stock are not entitled to any preemptive
rights to subscribe for any additional securities which may be issued.

Liquidation Rights

In the event of liquidation, holders of the SouthTrust Common Stock
will be entitled to receive pro rata any assets distributable to stockholders
with respect to the shares held by them, after payment of indebtedness and such
preferential amounts as may be required to be paid to the holders of any
SouthTrust Preferred Stock hereafter issued by SouthTrust.

Provisions with Respect to Board of Directors

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

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<PAGE> 31

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 SBG Common Stock.

The Rights will expire on February 22, 1999 unless redeemed earlier
and will not be exercisable or transferable separately from the shares of
SouthTrust Common Stock until the close of business on the Distribution Date,
which will occur on the earlier of (i) the tenth day following a public
announcement that a person (an "Acquiring Person") or any associate or
affiliate of an Acquiring Person has acquired, or obtained the right to
acquire, beneficial ownership of 20% or more of the outstanding SouthTrust
Common Stock (the "Stock Acquisition Date"); or (ii) the tenth day following
commencement of a tender or exchange offer which would result in the ownership
of 20% or more of the outstanding SouthTrust Common Stock; or (iii) the tenth
day after SouthTrust's Board of Directors declares, upon a determination by at
least a majority of SouthTrust's Disinterested Directors, that a person, alone
or with affiliates and associates (an "Adverse Person"), has become the
beneficial owner of a substantial amount (not to be less than 10%) of
outstanding SouthTrust Common Stock and that such person's ownership either is
intended to cause SouthTrust to take action adverse to its long-term interests
or may cause a material adverse impact on SouthTrust to the detriment of
SouthTrust's stockholders.

In the event that (i) SouthTrust's Board of Directors determines that
a person is an Adverse Person; (ii) SouthTrust is the surviving corporation in
a merger with an Acquiring Person and SouthTrust's Common Stock remains
outstanding and unchanged and is not exchanged for securities of the Acquiring
Person or other property;

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<PAGE> 32

(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, 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

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<PAGE> 33

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

Series A Junior Participating Preferred Stock

In connection with the adoption of the Stockholder Rights Plan
described above, SouthTrust's Board of Directors designated 500,000 shares of
SouthTrust's authorized but unissued SouthTrust Preferred Stock as Series A
Junior Participating Preferred Stock (which has been previously referred to as
the "Series A Preferred Stock"). The terms of the Series A Preferred Stock are
such that one share of Series A Preferred Stock will be approximately
equivalent in terms of dividend and voting rights, before adjustment for the
three-for-two stock split effected 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> 34

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

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 effected on January 24, 1992
and a three-for-two split effected on May 19, 1993), and reflects interdealer
prices, without retail markup, markdown or commissions, and may not represent
actual transactions.

<TABLE>
<CAPTION>
SouthTrust
Common Stock
---------------------
High Low
---- ---
<S> <C> <C> <C>
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

1995:
First Quarter . . . . . . . . . . . $ 21 3/8 $ 18 7/16
Second Quarter
(through May 26, 1995) . . . . . . . 22 21 3/4
</TABLE>

Shares of SBG 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 all shares of SBG Common Stock of
which SBG had knowledge ranged from $4.50 to $7.50 per share. The last sale of
SBG Common Stock of which SBG had knowledge occurred on or about January 27,
1995 at a price of $7.50 per share.

On March 16, 1995 (the trading day immediately preceding the
announcement of the execution of the Merger Agreement), the last sales price of
SouthTrust Common Stock, as obtained from Nasdaq, was $21.17; and on May 26,
1995, the last sales price of SouthTrust Common Stock, as obtained from Nasdaq,
was $21.88.

DIVIDENDS

SBG has not paid cash dividends in the past and does not expect to pay
dividends prior to the Effective Time of the Merger. The following table sets
forth the cash dividends per share declared on SouthTrust Common Stock during
the periods indicated (adjusted, as to SouthTrust, to reflect a three-for-two
stock split effected on January 24, 1992 and a three-for-two stock split
effected on May 19, 1993):

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<PAGE> 35

<TABLE>
<CAPTION>
Dividends Declared
per share of
SouthTrust Common Stock
-----------------------
<S> <C>
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

1995:
First Quarter . . . . . . . . . . $ 0.20
Second Quarter (through
May 26, 1995) . . . . . . . . . 0.20
</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 and SBG by each of their respective subsidiary banks. The amount of
dividends that each subsidiary national bank of SouthTrust may declare in one
year, without approval of the OCC, is the sum of the bank's net profits for
that year and its retained net profits for the preceding two years. Under the
rules of the OCC, the calculation of net profits is more restrictive under
certain circumstances. The banking authorities in the states where SouthTrust
owns state-chartered banks also regulate the payment of dividends by banks
organized in such states. Under the Alabama Banking Code, a state bank may not
declare or pay a dividend in excess of 90% of the net earnings of such bank
until the surplus of the bank is equal to at least 20% of its capital, and
thereafter the prior written approval of the Superintendent of Banks is
required if the total of all dividends declared by the bank in any calendar
year exceeds the total of its net earnings for that year combined with its
retained net earnings for the preceding two years. No dividends, withdrawals
or transfers may be made from the bank's surplus without prior written approval
of the Superintendent of Banks.

Under Title 81 of the Mississippi Code of 1972 (the "Mississippi
Banking Code"), 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 Florida Banking Code, a state bank may not declare or pay a
dividend in excess of 80% of the net earnings of such bank until the surplus is
equal to the amount of common stock. If the amount of the surplus is equal to
the amount of common stock, the bank may pay out an amount equal to the current
year plus the prior two years undistributed earnings.

Under the Financial Institutions Code of Georgia, a bank shall 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 and dividends may not be paid without the prior approval of
the Georgia Department if (i) the bank's total classified assets at its most
recent examination exceed 80% of its equity capital, (ii) the aggregate amount
of dividends to be declared

34
<PAGE> 36

exceeds 50% of the bank's net profits after taxes but before dividends for the
previous calendar year or (iii) the ratio of equity capital to total adjusted
assets is less than 6%.

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

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

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

Under the foregoing laws and regulations, at March 31, 1995,
$197,847,196 was available for payment of dividends to SouthTrust by its bank
subsidiaries, and approximately $459,839 was available for payment of dividends
to SBG by the Bank.

SHAREHOLDERS

As of March 31, 1995, there were approximately 1,000 holders of record
of SBG Common Stock.

COMPARISON OF THE COMMON STOCK
OF
SOUTHTRUST AND SBG

The rights of SBG's shareholders are governed by the Articles of
Incorporation of SBG, the Bylaws of SBG and the laws of the State of Georgia.
The rights of SouthTrust stockholders 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 SBG's
shareholders who become SouthTrust stockholders 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 SBG 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 SBG, the General Corporation Law of the State of Delaware, and the
Georgia Business Corporation Code.

DIVIDENDS

The sources of funds for payments of dividends by SouthTrust and SBG
are their subsidiaries. Because the primary subsidiaries of SouthTrust and SBG
are financial institutions, payments made by such subsidiaries to SouthTrust
and SBG to their 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 SBG" for information
concerning the effect of such limitations on SouthTrust's and SBG'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 Georgia Business Corporation Code provides that a corporation
may not make distributions to its shareholders unless, after giving effect to
the distribution, (i) the corporation would not be able to pay its debts as
they become due in the usual course of business, or (ii) the corporation's
total assets would be less than the sum of its total liabilities plus the
amount that would be needed, if the corporation were to be dissolved at the
time of the distribution, to satisfy the preferential rights upon dissolution
of shareholders whose preferential rights are superior to those receiving the
distribution.

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<PAGE> 37

VOTING RIGHTS AND OTHER MATTERS

The holders of SBG Common Stock and the holders of the SouthTrust
Common Stock are each entitled to one vote per share on all matters brought
before the shareholders. The holders of the shares of SouthTrust Common Stock
and SBG Common Stock do not have the right to cumulate their votes in the
election of directors.

The Restated Certificate of Incorporation of SouthTrust provides that
in the event of a transaction or a series of transactions with an Interested
Stockholder (generally defined as a holder of more than 10% of the voting stock
of SouthTrust or an affiliate of such a holder) pursuant to which SouthTrust
would be merged into or with another corporation or securities of SouthTrust
would be issued in a transaction which would permit control of SouthTrust to
pass to another entity, or similar transactions having the same effect,
approval of such transaction requires the vote of the holders of 70% of the
outstanding voting securities of SouthTrust, except in cases in which either
certain price criteria and procedural requirements are satisfied or the
transaction is recommended to the shareholders by a majority of the members of
the Board of Directors of SouthTrust who are unaffiliated with the Interested
Stockholder and who were directors before the Interested Stockholder became an
Interested Stockholder. The Articles of Incorporation of SBG do not contain
any prohibition of or limitations on transactions between SBG and a related
party or shareholder.

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

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

The Bylaws of SouthTrust provide that the members of the Board of
Directors are to be divided into three classes, which classes are as nearly
equal as possible. Each class has been elected for a three-year term. At each
annual meeting of shareholders, one-third of the members of the Board of
Directors will be elected for a three-year term, and the other directors will
remain in office. Therefore, control of the Board of Directors cannot be
changed in one year, and at least two annual meetings must be held before a
majority of the members of the Board of Directors can be changed. But for this
provision in the Bylaws, all directors would stand for election at each annual
meeting. The Bylaws of SBG provide that the entire Board of Directors of SBG
are to be elected by plurality vote of the shares entitled to vote at an annual
meeting of shareholders at which such election is to occur. Directors so
elected will hold office until their successors are elected and qualified or
until such director's resignation, removal from office or death.

Both Delaware and Georgia law provide (unless otherwise provided in a
corporation's charter or bylaws), that a director, or the entire Board of
Directors, may be removed by the stockholders with or without cause by vote of
the holders of a majority of the shares of capital stock of the corporation
then entitled to vote on the election of

36
<PAGE> 38

directors. The Restated Certificate of Incorporation and Bylaws of SouthTrust,
however, provide that the affirmative vote of the holders of at least 70% of
the voting power of the outstanding capital stock entitled to vote for the
election of directors is required to remove a director or the entire Board of
Directors from office and such removal may be effected only for cause. The
vacancy created by any such removal shall then be filled by a majority vote of
the directors then in office and the successor director so elected shall fill
the unexpired term of the director removed from office. The Bylaws of SBG
provide for the removal of any or all of the directors, with or without cause,
by the affirmative vote of shareholders representing two-thirds of each class
of securities of SBG entitled to vote for the election of directors.

The Bylaws of SouthTrust also provide that vacancies on the Board of
Directors, caused by the death or resignation of a director or the creation of
a new directorship, may be filled by the remaining directors. A person
selected by the remaining directors to fill a vacancy will serve until the
annual meeting of shareholders at which the term of the class of directors to
which such director has been appointed expires. Therefore, if a director who
was recently elected to a three-year term resigns, the remaining directors will
be able to select a person to serve the remainder of that three-year term, and
such person will not be required to stand for election until the third annual
meeting of stockholders after such director's appointment. The Bylaws of SBG
also provide that vacancies on the Board of Directors, not including vacancies
caused by removal by the shareholders, may be filled for the unexpired term by
a majority of the remaining directors. A director so elected will serve until
the next annual meeting of the shareholders and until such director's successor
is elected. Any vacancy created by the removal of a director by vote of the
shareholders may be filled by a plurality vote of the shareholders; provided
that to the extent that any vacancy created by such removal is not filled by
such an election within sixty (60) days after such removal, the remaining
directors shall, by majority vote, fill any such vacancy.

Under the General Corporation Law of the State of Delaware (unless
otherwise provided in the certificate of incorporation), any action required or
permitted to be taken by the shareholders of a corporation may be taken without
a meeting and without a shareholder vote if a written consent is signed by the
holders of the shares of outstanding stock having the requisite number of votes
that would be necessary to authorize such action at a meeting of shareholders
at which all shares entitled to vote thereon were present and voted. Under
the Restated Certificate of Incorporation of SouthTrust, action by the written
consent of the stockholders is prohibited. Further, under the Restated
Certificate of Incorporation and Bylaws of SouthTrust, the shareholders are not
permitted to call a special meeting of shareholders or to require that the
Board of Directors call such a meeting. Under the Georgia Business Corporation
Code, 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 all of the holders of the outstanding capital
stock of the corporation. Under the Bylaws of SBG, any action taken by the
Board of Directors or any Committee thereof without a meeting is a valid action
if, either before or after such action is taken, all members of the Board or
the Committee sign and file with the minutes of the proceedings of the Board or
Committee a unanimous written consent showing the nature of the action taken.
Such a unanimous consent has the same force and effect as a unanimous vote of
the Board or any Committee thereof.

The portions of the Restated Certificate of Incorporation of
SouthTrust described in certain of the preceding paragraphs may be amended only
by the affirmative vote of the holders of 70% of the outstanding voting stock
of SouthTrust. The Bylaws of SBG may be amended by a vote of the majority of
the Board of Directors, but any Bylaws so adopted by the Board of Directors may
be altered, amended or repealed and new Bylaws adopted by the shareholders by a
majority vote of all shares entitled to vote thereon.

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.

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<PAGE> 39

DISSENT AND APPRAISAL RIGHTS

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

RIGHTS ON LIQUIDATION

In the event of liquidation, the holders of SouthTrust Common Stock
and the holders of SBG Common Stock will be entitled to receive pro rata any
assets distributable to shareholders with respect to the shares held by them,
after payment of indebtedness and such preferential amounts as may be required
to be paid to the holders of any preferred stock presently outstanding or
hereafter issued by either entity.

PREEMPTIVE RIGHTS

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

REPORTS TO STOCKHOLDERS

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

The SBG Common Stock is registered under the Exchange Act, and,
therefore, SBG is required to provide annual reports containing audited
financial statements to shareholders in accordance with the rules of the
Commission, and to solicit proxies in accordance with the rules of the
Commission. In addition, SBG also provides reports to its shareholders on an
interim basis containing unaudited financial information. After the Effective
Time of the Merger, the SBG Common Stock will be deregistered, and will no
longer be subject to the Exchange Act.

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<PAGE> 40

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

Both SouthTrust and SBG are bank holding companies within the meaning
of the Bank Holding Company Act of 1956, as amended (the "Holding Company
Act"), and are registered with the Federal Reserve Board. Their 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 bank holding companies, SouthTrust and SBG are 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 SBG and each of their
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 SBG or related to FDIC assistance provided to a subsidiary in
danger of default -- the other banking subsidiaries of SouthTrust or SBG may be
assessed for the FDIC's loss, subject to certain exceptions.

Various federal and state statutory provisions limit the amount of
dividends the subsidiary banks can pay to their holding companies without
regulatory approval. The approval of the OCC is required for any dividend by a
national bank to its holding company if the total of all dividends declared by
such bank in any calendar year would exceed the total of its net profits, as
defined by the OCC, for that year combined with its retained net profits for
the preceding two years less any required transfers to surplus or a fund for
the retirement of any preferred stock. Comparable prohibitions on the
declaration of dividends are imposed by the Alabama Banking Code, the Florida
Banking Code, the North Carolina Banking Code, the South Carolina Banking Code,
the Tennessee Banking Code, the Financial Institutions Code of Georgia and the
Mississippi Banking Code. The Georgia Financial Institutions Code and the
regulations promulgated thereunder by the Georgia Department provide (a) that
dividends of cash or property may be paid only out of the bank's retained
earnings, (b) that dividends may not be paid if the bank's paid-in capital and
retained earnings which are set aside for dividend payment and other
distributions do not, in combination, equal at least 20% of the bank's capital
stock, and (c) that dividends may not be paid without prior approval of the
Georgia Department if (i) the bank's total classified assets at its most recent
examination exceed 80% of its equity capital, (ii) the aggregate amount of
dividends to be declared exceeds 50% of the bank's net profits after taxes but
before dividends for the previous calendar year or (iii) the ratio of equity
capital to total adjusted assets is less than 6%. In addition, a national bank
may not pay a dividend in an amount greater than its net profits then on hand
after deducting its loan losses and bad debts. For this purpose, bad debts are
defined to include, generally, the principal amount of loans which are in
arrears with respect to interest by six months or more or are past due as to
payment of principal (in each case to the extent that such debts are in excess
of the reserve

39
<PAGE> 41

for possible credit losses). Under the foregoing laws and regulations, at
March 31, 1995, $197,847,196 was available for payment of dividends to
SouthTrust by its bank subsidiaries. At March 31, 1995, approximately $459,839
was available for payment of dividends to SBG by the Bank. 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.

Capital Guidelines

The Federal Reserve Board has issued final risk-based capital
guidelines for bank holding companies and member banks. The guidelines, which
became effective in March 1989, were phased in over four years and, as of
January 1, 1993, were final. Under the guidelines, the minimum ratio of
capital to risk-weighted assets (including certain off-balance sheet items,
such as standby letters of credit) is 8%. To be considered a "well
capitalized" bank or bank holding company under the guidelines, a bank or bank
holding company must have a total risk-based capital ratio in excess of 10%.
At March 31, 1995, SouthTrust and all of SouthTrust's subsidiary banks were
sufficiently capitalized to be considered "well capitalized." See "SUPERVISION
AND REGULATION - Recent Legislation." At least half of the total capital is to
be comprised of common equity, retained earnings and a limited amount of
perpetual preferred stock, after subtracting goodwill and certain other
adjustments ("Tier 1 capital"). The remainder may consist of perpetual debt,
mandatory convertible debt securities, a limited amount of subordinated debt,
other preferred stock not qualifying for Tier 1 capital and a limited amount of
loan loss reserves ("Tier 2 capital"). SouthTrust's national banking
subsidiaries are subject to similar capital requirements adopted by OCC, and
its state non-member bank subsidiaries are subject to similar capital
requirements adopted by the FDIC. In addition, the Federal Reserve Board, the
OCC and the FDIC have adopted a minimum leverage ratio (Tier 1 capital to total
assets) of 3%. Generally, banking organizations are expected to operate well
above the minimum required capital level of 3% unless they meet certain
specified criteria, including that they have the highest regulatory ratings.
Most banking organizations are required to maintain a leverage ratio of 3% plus
an additional cushion of at least 1% to 2%. The guidelines also provide that
banking organizations experiencing internal growth or making acquisitions will
be expected to maintain strong capital positions substantially above the
minimum supervisory levels without significant reliance upon intangible assets.

40
<PAGE> 42

The following table sets forth the various regulatory capital ratios
of each of SouthTrust and SBG as of the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------------------
SOUTHTRUST 1994 1993
---------- ---- ----
<S> <C> <C>
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . 7.68% 8.55%
Total risk-based capital* . . . . . . . . . . . . . . . 11.71 12.39
Leverage ratio* . . . . . . . . . . . . . . . . . . . . 6.10 6.51

<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------------------
SBG 1994 1993
--- ---- ----
<S> <C> <C>
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . 17.65% 17.31%
Total risk-based capital* . . . . . . . . . . . . . . . 18.90 18.56
Leverage ratio* . . . . . . . . . . . . . . . . . . . . 12.93 12.53
</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.

Recent Legislation

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 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

41
<PAGE> 43

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 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 is 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 "adequately capitalized" 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 SBG.

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 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 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.

42
<PAGE> 44

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 not opt-out, banks will be required to comply with the state's
provisions with respect to branching across state lines.

CERTAIN INFORMATION CONCERNING THE
BUSINESS OF SBG AND THE BANK

GENERAL

SBG was organized in February 1987 as a bank holding company to hold
substantially all of the outstanding capital stock of the Bank. The Bank is a
Georgia banking corporation which was organized with the primary purpose of
serving the banking needs of the residents of Roswell, Georgia and surrounding
areas. Since its organization, the Bank 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.

As of March 31, 1995, the Bank had total deposits of approximately
$86.7 million and total net loans of approximately $66.2 million. As of March
31, 1995, the Bank employed 56 persons. The Bank believes that its relations
with its employees are good.

Market Data With Respect to SBG Common Stock

There is not an established trading market in the shares of SBG Common
Stock, and the trading that occurs in the shares of SBG Common Stock is
inactive and is effected in privately negotiated transactions. During the last
two years, the sales price of all shares of SBG Common Stock of which SBG had
knowledge ranged from $4.50 to $7.50 per share. The last sale of shares of SBG
Common Stock of which SBG had knowledge occurred on or around January 27, 1995
at a sales price of $7.50 per share. SBG has never declared or paid a cash
dividend to its shareholders.

43
<PAGE> 45

SELECTED FINANCIAL DATA OF SBG

<TABLE>
<CAPTION>
Year Three Months
Ended December 31, Ended March 31,
-------------------------------------------------------- ------------------------
(In Thousands) 1994 1993 1992 1991 1990 1995 1994
-------- --------- ------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Interest Income . . . . . . . $ 4,640 $ 4,013 $ 3,808 $ 4,305 $ 4,231 $ 1,223 $ 996
Provision for Loan Losses . . . . 78 30 95 1,600 1,740 - 5
Net Income (Loss) . . . . . . . . 691 1,208 318 (1,774) (1,086) 255 107
Per Share Data:
Net Income (Loss) . . . . . . 0.38 0.66 0.17 (0.96) (0.58) 0.14 0.06
Cash Dividends . . . . . . . . 0 00 0 00 0 00 0 00 0 00 0.00 0.00

Total Average Shareholders'
Equity . . . . . . . . . . . . $ 13,691 $ 12,568 $ 12,158 $ 13,664 $ 15,163 $ 14,029 $ 13,601
Total Average Assets . . . . . .
105,919 103,987 111,560 127,463 132,901 103,269 103,342

Ratios:
Average Equity to Average
Assets . . . . . . . . . . . . 12.93% 12.09% 10.90% 10.72 % 11.41 % 13.58% 13.16%
Return on Average Equity . . . 5.05% 9.61% 2.62% (12.98)% (7.16)% 7.37% 3.19%
Return on Average Assets . . . 0.65% 1.16% 0.29% (1.39)% (0.82)% 1.00% .42%
</TABLE>

44
<PAGE> 46

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

SBG is a bank holding company which owns all the capital stock of the
Bank and Southern Mortgage Group, Inc. (the "Mortgage Company"), which has been
inactive since October 22, 1991. The Bank is engaged in the general commercial
banking business in North Fulton County and the contiguous area. In addition
to the Bank's main office, the Bank has three branches, including one branch
located in a supermarket.

The following discussion and analysis sets forth the major factors
which affected SBG's results of operations and financial condition as reflected
in the accompanying consolidated financial statements of SBG, and should be
read in conjunction with the consolidated financial statements of SBG and the
related notes thereto included elsewhere in this Proxy Statement/Prospectus.

QUARTERLY INFORMATION

Quarter Ended March 31, 1995 Compared to Quarter Ended March 31, 1994

Overview. SBG reported net income of $255 and $107 for the quarter
ended March 31, 1995 and 1994, respectively. In general the improvement in
SBG's net income can be attributed to an improving net interest margin and a
reduction in non-interest expense.

Net interest income before a provision for loan losses for the first
three months of 1995 was up $227 or 23% from the same period in 1994. The
improvement relates to a rising interest rate environment which positively
impacted SBG's net interest margin on earning assets. See "Net Interest
Income."

Return on average equity was 7.37% for the period ended March 31, 1995
compared to 3.19% for the same period in 1994. Return on average assets was
1.00% and .42% for the three months ended March 31, 1995 and 1994,
respectively.

Interest Income. Net interest income of $1,223 during the first
quarter of 1995 resulted in a net interest margin of 5.24% on average earning
assets of $94,685. This compares to a net interest margin of 4.33% on average
earning assets of $93,360 generating net interest income of $996 for the same
period in 1994. The 91 basis point increase in the net interest margin is
attributable to an increase in the prime lending rate charged to the Bank's
loan customers which averaged 8.72% during the first quarter of 1995 compared
to 6.02% during the same period in 1994.

Average earning assets increased $1,325 from $93,360 for the three
months ending March 31, 1994 to $94,685 for the same period in 1995 due to a
$1,492 increase in federal funds sold and a $2,114 increase in investment
securities. These increases were offset by a $2,281 decrease in the Bank's
loan portfolio which averaged $70,292 for the three months ending March 31,
1995 compared to $72,573 for the same period in 1994.

In addition to an increase in earning assets, SBG's net interest
margin also benefited from rising interest rates as a large percentage
(approximately 60%) of the Bank's loan portfolio is indexed to the Bank's prime
lending rate. Accordingly, the increasing prime rate resulted in a 174 basis
point increase in the yield on total loans for the first three months of 1995
compared to the same period in 1994. The yield on federal funds sold also
increased (265 basis points) for this period as federal fund rates are also
sensitive to prime rate increases.

Average interest-bearing deposits increased $143 from $74,104 for the
quarter ended March 31, 1994 to $74,247 for the same period in 1995. The cost
of interest-bearing deposits increased 71 basis points due to the rising
interest rate environment discussed above. Average non-interest bearing
deposits for the quarter ended March 31, 1995 were $14,320 and represented 16%
of the Bank's average total deposits for the quarter.

45
<PAGE> 47

AVERAGE YIELD/RATE ANALYSIS

<TABLE>
<CAPTION>
For the three months ended For the three months ended
March 31, 1995 March 31, 1994
--------------------------------------------- -------------------------------------------
Interest Average Average Interest Average Average
Earned/ Amount Yield/ Earned/ Amount Yield/
Paid Outstanding Rate Paid Outstanding Rate
----------- ----------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Earning assets:
Federal funds sold . . . . . . . . $ 58 $ 3,994 5.89% $ 20 $ 2,502 3.24%
Investment securities . . . . . . . 101 7,680 5.33 105 7,990 5.33
Investment securities available
for sale . . . . . . . . . . . . 195 12,719 6.22 126 10,295 4.96
Loans . . . . . . . . . . . . . . . 1,765 70,292 10.18 1,511 72,573 8.44
-------- ---------- ----- ------- -------- ----
Total earnings assets . . . . . 2,119 94,685 9.08 1,762 93,360 7.65
-------- ---------- ----- ------- -------- ----

Interest-bearing deposits:
Interest checking . . . . . . . . 70 12,562 2.26 61 11,106 2.23
Money market deposit accounts . . 145 15,437 3.81 114 18,364 2.52
Savings . . . . . . . . . . . . . 31 4,132 3.04 31 4,290 2.93
Time deposits . . . . . . . . . . 650 42,116 6.26 560 40,344 5.63
-------- ---------- ----- ------- -------- ----
Total interest-bearing
deposits and liabilities . . . . 896 74,247 4.89 766 74,104 4.19
-------- ---------- ----- ------- -------- ----

Net earning assets . . . . . . . . $ 20,438 $ 19,256
========== ========
Net interest margin . . . . . . . . $ 1,223 $ 996
======== =======
Interest spread . . . . . . . . . . 4.18% 3.46%
===== ====
Net interest margin on
earning assets . . . . . . . . . . 5.24% 4.33%
===== ====
</TABLE>

In computing yields on earning assets loan fees of $88 and $96 for the
three months ended March 31, 1995 and 1994, respectively, are included in
interest income.

Provision for Loan Losses. SBG did not make a provision for loan
losses during the first quarter of 1995 as the Bank reflected net recoveries of
$3 and there was a $3,455 decrease in the size of the loan portfolio. SBG did
make a provision for loan losses of $5 for the quarter ended March 31, 1994 as
the Bank experienced an increase in the credit card portfolio. See "Asset
Quality." The allowance for loan losses as a percentage of total loans was
1.53% and 1.42% at March 31, 1995 and 1994, respectively.

Non-Interest Income. Non-interest income consists primarily of
service charges on deposit accounts, gains on investment securities
transactions, credit card fees and other miscellaneous income.

Non-interest income was $197 and $212 for the first quarter of 1995
and 1994, respectively. Although non-interest income remained relatively flat,
fees from the credit card program did increase $12 or 26% from $47 reported for
the first quarter of 1994. The Bank became a direct issuer of
MasterCard/Visa(R) credit cards during the third quarter of 1993. Becoming a
direct card issuer has allowed the Bank to earn interest income on the credit
card balances, fees associated with the cardholder services and fees from the
credit card merchant program. As this program grows, fees are expected to
rise.

There were no gains on sales of loan participations during the first
quarter of 1995 but the Bank did report gains of $15 for the same period in
1994. During the past three years, SBG had curtailed its efforts to originate
SBA-guaranteed loans in order to focus attention on improving asset quality.
With the improvement in asset quality

46
<PAGE> 48

over the past two years, SBG has begun underwriting SBA-guaranteed loans and
selling the guaranteed portion in the secondary market.

Service and other charges on deposit accounts were down $15 or 12%
from 1994. Most of the decrease relates to a reduction in non-sufficient funds
charges as customers are encouraged to avoid overdraft conditions and to take
advantage of overdraft protection transfer and credit arrangements.

Non-Interest Expense. Non-interest expenses were $1,033 and $1,041
for the quarter ended March 31, 1995 and 1994, respectively.

Salary expense for the quarter ended March 31, 1995 was $489 compared
to salary expense of $478 for the same period in 1994. Actual salary expense
for the quarter ended March 31, 1995 decreased $70 due to a reduction in
full-time equivalent employees ("FTE"). At March 31, 1994, SBG had 64 FTE
employees compared to 56 at March 31, 1995. Some of the reduction (2 FTEs) can
be attributed to a revision in SBG's management structure with remainder
attributed to staff vacancies created by normal attrition. Management has
elected not replace certain positions in anticipation of the proposed sale of
SBG. Although actual salary expense decreased, total personnel expenses
increased due to the accrual of $81 in bonuses to be paid to certain employees
in connection with the pending sale of SBG.

Occupancy expense for first quarter of 1995 was $187, a $25 decrease
from the same period in 1994. During 1993, the Bank purchased a stand alone
branch facility with the intent of relocating one of the supermarket locations.
In connection with relocating this branch, leasehold amortization expense was
increased during the first quarter of 1994 to reduce the carrying value of the
leasehold improvement in the supermarket branch to zero at the time of the
branch relocation on March 1, 1994. There was no leasehold amortization for
the grocery store branch in 1995 as it was officially closed on March 31, 1994.

Asset Quality. The Bank maintains an allowance for loan losses at a
level sufficient to absorb potential losses in the loan portfolio. The level
of the allowance is based on internally-generated credit quality ratings and
regular reviews of specific criticized assets. In addition to considering
internal and industry data, management considers the general economic
conditions in the Bank's market area that might impact the future
collectibility of loans or the underlying collateral. Additionally, the credit
risks associated with off-balance sheet items is regularly analyzed by
reviewing loan commitments and letters of credit.

The credit quality rating system is administered by senior management
of the Bank. An independent loan review function also performs a systematic,
periodic review of the credit quality ratings assigned by management. Each
loan originated is assigned a quality rating based on the financial strength
and debt service capacity of the loan customer, current appraisals and other
estimates of collateral value. Additionally, loans with quality ratings of
watch to loss are required to have monthly documented updates describing the
financial condition of the borrower, a review of collateral values, a review of
the ongoing performance of the loan and any industry/economic factors that may
impact the ultimate collectibility of a loan.

The loan review function periodically reviews a sample of loans in the
portfolio to ensure that there is adequate documentation on the borrower's
current financial condition, that the present credit quality rating can be
substantiated and to document the results of these reviews for the Bank's Audit
Committee. This review is accomplished through regular reviews of credit
memos, loan reports, collateral reports and participation by the Loan Review
Officer in all Loan Committees.

Finally, all credit quality rating changes must be approved by senior
management and the loan review area. This system of internal controls around
the credit quality rating system is an integral part of management's evaluation
of the adequacy of the Bank's allowance for loan losses.

The Bank computes the level of allowances required to provide for
potential losses inherent in the loan portfolio by incorporating these credit
quality ratings. The formula requires a percentage of 5%, 15%, 50% and 100%
for loans rated watch, substandard, doubtful and loss, respectively. The
remainder of the portfolio is

47
<PAGE> 49

provided for by using varying percentages based on the particular type of loans
in each category. Industry standards have been used in conjunction with the
Bank's historical loan loss experience as past credit underwriting weaknesses
have skewed the Bank's historical loan loss experience.

In addition to the formula computation of the loan loss reserve,
senior management performs a quarterly specific review of all loans with a
credit quality rating of watch to loss. This review is intended to quantify
the greatest potential loss associated with each loan in relation to the
financial condition of the loan customer and the value of the underlying
collateral. These specific loses are factored into the loan loss computation
to determine the adequacy of the allowance. Both of these computations are
then reviewed by the Loan Review Officer to either modify or approve the
conclusion reached on the adequacy of the allowance for loan losses.

There was no provision made during the first quarter of 1995 and
management has concluded through the actions described above that the level of
the allowance is adequate to meet any specific or unforeseen loan losses that
may occur. Bank management is committed to the maintenance of an adequate
allowance.

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
March 31, March 31,
1995 1994
-------- --------
<S> <C> <C>
Balance at beginning of year . . . . . . . . . . . . . . . . . . $ 1,028 $ 1,016
Charge-offs:
Commercial, financial and agricultural . . . . . . . . . . . . 73 3
Real estate - construction and land development . . . . . . . . - 1
Real estate - mortgage . . . . . . . . . . . . . . . . . . . . 17 27
Installment loans to individuals . . . . . . . . . . . . . . . 31 4
--------- ---------

121 35

Recoveries:
Commercial, financial and agricultural . . . . . . . . . . . . 99 22
Real estate - construction and land development . . . . . . . . - -
Real estate - mortgage . . . . . . . . . . . . . . . . . . . . 23 -
Installment loans to individuals . . . . . . . . . . . . . . . 2 23
--------- ---------

124 45

Net recoveries . . . . . . . . . . . . . . . . . . . . . . . . . 3 10
--------- ---------

Additions charged to operations . . . . . . . . . . . . . . . . . - 5
--------- ---------

Balance at end of year . . . . . . . . . . . . . . . . . . . . . $ 1,031 $ 1,031
========= =========

Ratio of net recoveries to average loans
outstanding during the period . . . . . . . . . . . . . . . . .004% .14%
========= =========

Ratio of allowance for loan losses to loans
at end of period . . . . . . . . . . . . . . . . . . . . . . . 1.53% 1.42%
========= =========
</TABLE>

Net recoveries of $3 were credited to the allowance during the first
quarter of 1995 versus net recoveries of $10 for the same period in 1994.

48
<PAGE> 50

Analysis of non-accrual loans:

<TABLE>
<CAPTION>
March 31, December 31,
1995 % 1994 %
-------- --- ------------ ---
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural . . . . . . . . . . . . . $ 516 77% $ 278 48%
Real estate - construction and
land development . . . . . . . . . . . - - - -
Real estate - mortgage . . . . . . . . 132 20 326 40
Installment and other consumer . . . . 19 3 45 12
------- --- ------ ---
Total . . . . . . . . . . . . . . . $ 667 100% $ 649 100%
======= === ====== ===
</TABLE>

Non-performing assets consist of non-accrual loans and other real
estate owned. Loans are classified as non-accrual generally when a loan
becomes 90 days past due, or when it appears that future collection of interest
in accordance with the contractual terms is doubtful. Management has adopted a
conservative position with regard to placing a loan on non-accrual status and
does not necessarily wait until the interest is 90 days past due to make this
decision. Loans are not returned to an accruing status until management is
satisfied that the likelihood of future debt service capacity is proven.
Furthermore, a loan must be current with regard to interest and principal
payments and should have shown sustained performance with regard to principal
and interest payments for a period of not less than six months.

The allowance for loan losses as a percentage of non-accrual loans was
155% at March 31, 1995 versus 158% at December 31, 1994.

The table below shows the trend in non-performing, past due and
restructured loans of the Bank. As of March 31, 1995, the level of these
assets increased $18 from the total reported at December 31, 1994. The slight
increase can be attributed to a specific credit being converted to the
non-accrual category. After analyzing the borrower's financial condition, it
became apparent that the existing cash flow was not adequate to support the
repayment of a revolving line so the loan was placed into a non-accrual status.
After analyzing the underlying collateral and the history of the borrower, the
ultimate collectibility of the debt is not in doubt.

NON-PERFORMING, PAST DUE AND RESTRUCTURED LOANS:

<TABLE>
<CAPTION>
March 31, December 31,
------------- ------------------------------------------------
1995 1994 1993 1992 1991
------------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Non-accrual loans . . . . . . . . . . . . $ 667 $ 649 $ 455 $ 1,512 $ 4,293
Other real estate . . . . . . . . . . . . 412 414 1,188 2,041 3,943
------------- --------- --------- -------- --------
Total non-performing . . . . . . . . . . 1,079 1,063 1,643 3,553 8,236
Accruing potential problem loans (90
days past due) . . . . . . . . . . . . 2 - - - 186
Potential problem loans (current) . . . . - - - 400 -
Restructured loans . . . . . . . . . . . - - 562 - -
------------- --------- --------- -------- --------
Non-performing assets plus potential
problem loans and restructured
loans . . . . . . . . . . . . . . . . $ 1,081 $ 1,063 $ 2,295 $ 3,953 $ 8,422
============= ========= ========= ======== ========
</TABLE>

At March 31, 1995, other real estate owned remained relatively
unchanged with a decline of only $2 from the balance at December 31, 1994.
Other real estate at March 31, 1995 consists primarily of an undeveloped
commercial lot and a commercial auto service facility. These assets are
recorded at fair value, net of estimated selling costs.

49
<PAGE> 51

Liquidity. SBG's primary sources of funds are increases in deposits,
loan repayments, maturities of investment securities and cash provided by
operating activities. Liquidity refers to the ability of SBG to meet its cash
flow requirements and fund its commitments. SBG actively manages the levels,
types and maturities of earning assets in relation to the sources available to
fund current and future needs to ensure that adequate funding will be available
at all times. The "FDIC" suggests that banks maintain a minimum liquidity
ratio of not less than 25% which is defined as net deposits and short term
assets divided by net cash, short term investments and marketable assets. As
of March 31, 1995, the Bank's liquidity ratio was 31.30%.

At March 31, 1995, U.S. Treasury, municipal and U.S. Government
Corporation and Agency securities with a book value of $ 16,226 are scheduled
to mature within the next five years. Of this amount, securities totalling
$2,989 are scheduled to mature within one year. These investments, along with
federal funds sold of $5,340 as of March 31, 1995, will provide a ready source
of funds liquidity. Management believes SBG's present liquidity position is
adequate to meet future commitments. While Management knows of no demands,
commitments or events that will result in, or that are likely to result in,
SBG's liquidity increasing or decreasing dramatically, federal fund lines of
$3,000 are maintained with several major correspondent banks. In addition, the
Bank became a member of the Federal Home Loan Bank of Atlanta (the "FHLB") on
August 27, 1993. Membership in the FHLB will enable the Bank to use the FHLB
funding programs to fund up to $3,000 on a matching basis residential mortgage
programs which may be originated and held by the Bank. These funds, combined
with additional funds available through repurchase agreements and public funds,
should provide for sufficient flexibility should contingencies arise.
Management anticipates increased competition for depositors funds and expects
to continue to explore alternative sources of liquidity and funding.

At March 31, 1995, SBG had aggregate unrealized gains and losses on
investment securities held to maturity of approximately $27 and $141,
respectively. SBG has the ability to hold these investment securities to
maturity and intends to hold these securities through the foreseeable future.

At March 31, 1995, $12,761 of SBG's investment securities were
classified as available for sale. These securities are made up of U.S.
Treasuries, U.S. Government Corporations and Agencies and mortgage-backed
securities. An unrealized holding loss on investment securities available for
sale of $162 net of related tax effects is included as a separate component of
stockholders' equity.

At March 31, 1995, SBG had aggregate unrealized gains and losses on
investment securities available for sale of approximately $12 and $258,
respectively. SBG had no sales of investment securities during the first
quarter of 1995.

Capital Resources. At March 31, 1995, consolidated shareholders'
equity was $14,297 compared with $13,895 at December 31, 1994. Average
shareholders' equity as a percentage of average assets was 14% for the quarter
ended March 31, 1995 versus 13% for the year ended December 31, 1994.
Management believes present capital levels are adequate to support the Bank's
operating activities.

SBG and the Bank are subject to capital requirements of the Georgia
Department and the FDIC. The FDIC has established minimum capital ratios
("leverage ratio") of tier one capital (as defined) to total average assets of
4.00%. At March 31, 1995, the Bank's leverage ratio was 11.21%.

The FDIC and Federal Reserve Bank (the "FRB") have adopted final
risk-based capital guidelines for banks and bank holding companies. Under
these guidelines as of December 31, 1992, SBG and the Bank are expected to meet
a minimum ratio of total capital to risk-weighted assets of 8.00% (of which at
least 4.00% must consist of Tier 1 Capital, as defined).

50
<PAGE> 52

The following table sets forth information with respect to SBG's
capital ratios at March 31, 1995 when compared with existing leverage and
risk-based ratios.

<TABLE>
<CAPTION>
March 31, 1995
----------------------------------
Company
Amount Ratio
----------------------------------
<S> <C> <C>
Risk Based Capital Ratios:
Tier 1 Capital $ 14,155 18.78%
Tier 1 Capital, Minimum Requirement 3,015 4.00%
-------------- -----
Excess $ 11,140 14.78%
============== =====

Total Capital $ 15,097 20.03%
Total Capital, Minimum Requirement 6,030 8.00%
-------------- -----
Excess $ 9,067 12.03%
============== =====
</TABLE>

(2) For purposes of computing capital ratios, the unrealized losses on
investments securities available for sale were not included in Tier 1
or Tier 2 capital in compliance with the guidelines set forth by the
Bank's primary regulator for the treatment of this item.

OVERVIEW

Net income for the year ended 1994 was $691 or $.38 per share. This
compares with income of $1,208 or $.66 per share for the year ended 1993 and
net income of $318 or $.17 per share for the year ended 1992. During 1994 and
1993, net income before a provision for income taxes was $1,047 and $723,
respectively. Although SBG's pre-tax income increased $324 or 45% over 1993,
net income actually declined $517 from the $1,208 reported for 1993. The
decline can be attributed to SBG's making a provision for income taxes of $356
during 1994 versus the realization of a $485 tax benefit during 1993.

In general, income before taxes reflects a positive trend with the
improvement in profitability during 1994 attributable to (1) an improving net
interest margin; (2) continuing improvement in asset quality resulting in less
time and expenses devoted to problem asset management and (3) the continued
emphasis on expanding non-interest income.

Additionally, SBG began analyzing ways to efficiently utilize capital
and resources in the Bank's growing market area. During the second quarter of
1994 SBG signed a letter of intent to merge with two metro area community
banks. After negotiations failed to reach a beneficial business combination
for the three entities, merger negotiations ceased. Expenses of this failed
transaction were $84. On December 15, 1994, SBG signed a letter of intent to
exchange all of the shares of SBG's common stock for shares in SouthTrust.

Return on average equity for 1994 was 5.05% compared to 9.61% return
for 1993. Return on average assets was .65% and 1.16% for 1994 and 1993,
respectively.

INTEREST INCOME

Fiscal Year Ended December 31, 1994
Compared to Fiscal Year Ended December 31, 1993

Net interest income of $4,640 during 1994 resulted in a net interest
margin of 4.82% on average earning assets of $96,351. This compares with net
interest margin of 4.25% on average earning assets of $94,529 during

51
<PAGE> 53

1993. The 57 basis point increase in the net interest is attributable to an
increase in the prime lending rate charged to the Bank's customers which
averaged 7.14% during 1994 compared to 6.00% during 1993.

Average earning assets increased $1,822 from $94,529 in 1993 to
$96,351 in 1994 due to an increase in total loans which increased from $68,607
in 1993 to $73,036 in 1994. The yield on earning assets increased 39 basis
points from the increase in the prime rate described above. SBG's net interest
margin benefits from rising interest rates as a large percentage (approximately
60%) of the Bank's loan portfolio is indexed to the prime rate. Accordingly,
the increasing prime rate resulted in a 58 basis point increase in the yield on
total loans. The yield on federal funds sold also increased (131 basis
points) as federal fund rates are also sensitive to prime rate increases.
Finally, these increases were somewhat offset by a 89 basis point decline in
the overall yield on investment securities.

During 1993, SBG sold 19 investment securities available for sale due
to paydowns increasing faster than anticipated on mortgage-backed securities
which eroded the yield and/or the accumulated gains on these securities. With
expectations that these rapid paydowns would continue, it was deemed advisable
to sell these securities and reinvest the proceeds into securities with more
predictable cash flows. The reinvestment of these securities, along with the
reinvestment of these substantial paydowns, did result in a reduction in the
yield on investment securities as these funds were reinvested at considerably
lower interest rates.

Average interest-bearing deposits decreased $476 from $76,303 during
1993 to $75,827 during 1994. The cost of interest-bearing deposits decreased
12 basis points due to the continued maturity and subsequent repricing of
higher-rate deposits. This repricing and large reduction in the cost of
interest bearing deposits has slowed from prior years as interest rates have
now begun to rise.

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

Net interest income during 1993 was $4,013, which is an increase of
$205 from 1992. This increase is attributable to a decrease in average
interest-bearing deposits as a percentage of total deposits and a decrease in
the cost of these deposits from 1992 to 1993. The net interest margin was
4.25% during 1993 compared with 3.83% during 1992. Additionally, the interest
rate spread increased from 3.07% in 1992 to 3.39% in 1993.

Average earning assets decreased $4,985 from $99,514 in 1992 to
$94,529 in 1993. The decline is primarily attributable to a $2,844 decrease in
federal funds sold and a $2,362 decrease in average loans outstanding. Federal
funds sold decreased due a decline in total deposits which averaged $98,842 in
1992 and $90,918 in 1993. Although total loans at December 31, 1993 increased
$4,688 from 1992, total loans averaged less in 1992 due to turnover in the loan
portfolio. With declining interest rates, loan refinancings accelerated as
borrowers searched for the most attractive interest rates. The yield on
earning assets decreased 66 basis points from 8.46% in 1992 to 7.80% in 1993.
The reduction in the yield on earning assets can be partially explained by a
reduction in the Bank's prime rate which averaged 6.26% in 1992 and 6.00% in
1993.

Although the level of and yield on average earning assets decreased
from 1992, net interest income and the net interest margin increased. The
return of non-accrual loans to an earning status has helped to offset some of
the reduction in yields. Additionally, interest expense has reduced which
accounts for most of the improvement in the net interest margin.

Average interest-bearing deposits decreased $9,362 from $85,665 in
1992 to $76,303 in 1993. The decrease can be attributed to the continuing low
interest rate environment. With renewal interest rates much lower than the
interest rates of maturing deposits, many interest-bearing deposits are leaving
the Bank to pay debt or to invest in higher yielding investment vehicles.
These maturities continue to have a positive impact on the expense associated
with these interest-bearing liabilities. In addition to the normal repricing
of interest-bearing deposits, a block of above market rate certificates of
deposits that were offered when the Bank opened matured during 1993. This
block of maturities accounts for 20% or 20 basis points of the decline in the
Bank's cost of funds. Finally, average demand deposits increased $1,438 from
$13,177 or 13.33% of average total deposits in 1992 to $14,615 or 16.07% of
average total deposits in 1993 which also positively impacted the Bank's cost
of funds.

52
<PAGE> 54

Average earning assets, interest-bearing deposits and average
yields/rates were as follows:

AVERAGE YIELD/RATE ANALYSIS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
FOR YEAR ENDED FOR YEAR ENDED
DECEMBER 31, 1994 DECEMBER 31, 1993
----------------------------------- -----------------------------------

INTEREST AVERAGE AVERAGE INTEREST AVERAGE AVERAGE
EARNED/ AMOUNT YIELD/ EARNED/ AMOUNT YIELD/
PAID OUTSTANDING RATE PAID OUTSTANDING RATE
<S> <C> <C> <C> <C> <C> <C>
Earning assets:
Federal funds sold . . . . . . . . . $ 209 $ 4,831 4.33% $ 114 $ 3,778 3.02%
Interest-bearing deposits in
other banks and short-term
investments . . . . . . . . . . . . - - - 2 66 3.03
Investment securities held to
maturity . . . . . . . . . . . . . 445 8,621 5.16 367 6,628 5.54
Investment securities available
for sale . . . . . . . . . . . . . 511 9,863 5.18 972 15,450 6.29
Loans . . . . . . . . . . . . . . . . 6,725 73,036 9.21 5,920 68,607 8.63
------- ---------- ---- ------- -------- ----
Total earnings assets . . . . . . . . 7,890 96,351 8.19 7,375 94,529 7.80
------- ---------- ---- ------- -------- ----

Interest-bearing deposits:
Interest checking . . . . . . . . . . 269 12,053 2.23 237 10,154 2.33
Money market deposit accounts . . . . 543 18,147 2.99 553 20,097 2.75
Savings . . . . . . . . . . . . . . . 141 4,731 2.98 110 3,978 2.77
Time deposits . . . . . . . . . . . . 2,297 40,896 5.62 2,462 42,074 5.85
------- ---------- ---- ------- -------- ----
Total interest-bearing
deposits and liabilities . . . . . 3,250 75,827 4.29 3,362 76,303 4.41
------- ---------- ---- ------- -------- ----

Net earning assets . . . . . . . . . $ 20,524 $ 18,226
========== ========
Net interest margin . . . . . . . . . $ 4,640 $ 4,013
======= =======
Interest spread . . . . . . . . . . . 3.90% 3.39%
==== ====
Net interest margin on earning
assets . . . . . . . . . . . . . . . 4.82% 4.25%
==== ====
</TABLE>

In computing yields on earning assets, the average balances of
non-accruing loans are included in the average balances, and loan fees of $381
and $308 for the years ended December 31, 1994 and 1993, respectively, are
included in interest income. Loans on non-accrual during 1994 and 1993
resulted in foregone interest income of $72 and $61 respectively. Had this
income been recorded in 1994 and 1993, the average yield on total earning
assets would have been 8.26% and 7.87%, respectively; the net interest margin
would have been approximately $4,712 and $4,074, respectively; the interest
spread would have been 3.97% and 3.46%, respectively; and the net interest
margin on earning assets would have been 4.89% and 4.31%, respectively.

Average non-interest bearing deposits were $15,872 and $14,615 at
December 31, 1994 and 1993, respectively.

53
<PAGE> 55

The following table sets forth a summary of the changes in interest
income and interest expense resulting from changes in volume and changes in
rates from 1994 and 1993.

RATE/VOLUME ANALYSIS

<TABLE>
<CAPTION>
RATE/VOLUME ANALYSIS INCREASE (DECREASE) DUE TO CHANGES IN:
-------------------------------------------------------------------------

1994 1993
----------------------------------- -----------------------------------

AVERAGE NET AVERAGE NET
RATE VOLUME CHANGE RATE VOLUME CHANGE
<S> <C> <C> <C> <C> <C> <C>
Federal funds sold . . . . . . . . . $ 59 $ 36 $ 95 $ (28) $ (88) $ (116)
Loans . . . . . . . . . . . . . . . . 410 395 805 (438) (215) (653)
Investment securities held
to maturity . . . . . . . . . . . . (23) 101 78 (108) 8 (100)
Investment securities available
for sale . . . . . . . . . . . . . (154) (307) (461) (214) 98 (116)
Interest bearing deposits in
other banks . . . . . . . . . . . . (1) (1) (2) (21) (42) (63)
------- -------- ------ ------ ------ -------
Total interest income . . . . . . 291 224 515 (809) (239) (1,048)
Interest checking accounts . . . . . (10) 42 32 (51) 34 (17)
Money market accounts . . . . . . . . 95 (105) (10) (209) (172) (381)
Savings account . . . . . . . . . . . 10 21 31 (32) (12) (44)
Time deposit accounts . . . . . . . . (97) (68) (165) (504) (307) (811)
------- -------- ------ ------ ------ -------
Total interest expense: . . . . . . . (2) (110) (112) (796) (457) (1,253)
======= ======== ====== ====== ====== =======
Change in net interest income . . . . $ 293 $ 334 $ 627 $ (13) $ 218 $ 205
======= ======== ====== ====== ====== =======
</TABLE>

Notes (1) The change in interest income due to both rate and volume has been
allocated to change in average volume and change in average rate in proportion
to the relationship of the absolute dollar amounts of the change in each. (2)
Changes reflected herein may differ slightly from actual changes due to
rounding.

PROVISION FOR LOAN LOSSES

SBG's provision for loan losses was $78, $30 and $95 during 1994, 1993
and 1992, respectively. Net charge-offs for the three year period were $66,
$336, and $550. In addition to the decline in net charge-offs, the Bank's
asset quality continues to improve which has reduced the level of allowance the
Bank must maintain to adequately provide for potential loan losses. See "Asset
Quality." The loan loss reserve as a percentage of total loans was 1.46% at
December 31, 1994 compared with 1.43% at December 31, 1993.

NON-INTEREST INCOME

Fiscal Year Ended December 31, 1994
Compared to Fiscal Year Ended December 31, 1993

Non-interest income for 1994 and 1993 was $960 and $805, respectively.
Most of the $155 increase can be attributed to the expansion of products which
generate non-interest income.

As described above, the Bank became a direct issuer of
MasterCard/Visa(R) credit cards toward the end of 1993. The Bank reported
non-interest income from the credit card program of $212 during 1994 compared
with $81 reported during 1993.

The Bank reported mortgage brokerage fees of $56 and $23 during 1994
and 1993, respectively. The Bank also began originating and brokering
residential mortgages during the third quarter of 1993. The Bank retains

54
<PAGE> 56

certain loans for the portfolio and asset/liability management purposes but
most of the loans are originated on behalf of mortgage loan investors. The
Bank earns a portion of the fees associated with the loan origination and
defers such fees on loans retained; otherwise, these fees are recognized
currently as mortgage brokerage fees.

Gains on sales of loan participations were $66 during 1994. During
the past three years, SBG had curtailed its efforts to originate SBA-guaranteed
loans in order to focus attention on improving asset quality. With the
improvement in asset quality over the past two years, SBG has begun
underwriting SBA-guaranteed loans and selling the guaranteed portion in the
secondary market. There were no gains on sales of loan participations during
1993.

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

Non-interest income was $805 and $944 for 1993 and 1992, respectively.
Most of the decrease can be attributed to a reduction in gains realized on the
sale of investment securities.

Gains on the sale of investment securities were $39 in 1993, down $137
from the $176 gains reported for 1992. During 1992, gains realized from the
sale of mortgage-backed securities were higher as prepayments had just begun to
accelerate. As prepayments reduced the yields on these types of securities,
realized gains have been reduced.

Income from affiliates was $19 and $124 for 1993 and 1992,
respectively. This $105 decrease can be explained by the elimination of lease
income from an affiliated bank. SBG, as lessor, entered into an operating
lease agreement with an affiliated bank during 1990. The lessee had the option
to purchase the leased property at fair value at any time during the lease
term, which occurred during the first quarter of 1993. The elimination of this
operating lease explains the reduction in service fees from affiliates.

Service and other charges on deposit accounts were down $27 or 5% from
1992. Service charges on deposit accounts actually remained at the same level
as in 1992. The variance relates to a reduction in non-sufficient funds
charges as customers are encouraged to avoid overdraft conditions and to take
advantage of overdraft protection transfer and credit arrangements.

During 1993, the Bank reported credit card and mortgage brokerage fees
of $81 and $23, respectively. As described above, the Bank began originating
and brokering residential mortgage loans as well as becoming a direct issuer of
MasterCard/Visa(R) credit cards toward the end of 1993. There were no fees
from these services during 1992 as they were only started toward the latter
part of 1993.

Other income was up $26 or 36% over the $73 reported for 1992. On
June 1, 1993, the Bank entered into an agreement with INVEST Financial
Corporation ("INVEST") to make available to the Bank's customers access to
mutual fund investing as well as a variety of other non-FDIC insured investment
products. INVEST is not affiliated with the Bank except through this
agreement. The Bank receives a portion of the transaction fees earned when an
investor purchases mutual funds through INVEST in exchange for providing an
INVEST representative office space in the Bank's main branch. With the
migration of investable funds into higher yielding instruments this arrangement
allows the Bank to benefit indirectly from the customer's decision to invest in
instruments, other than bank products.

To summarize, during 1993 the Bank concentrated on expanding the
products that generate non-interest income to decrease the dependence on
non-recurring sources of income, such as gains on the sale of investment
securities.

55
<PAGE> 57

NON-INTEREST EXPENSE

Fiscal Year Ended December 31, 1994
Compared to Fiscal Year Ended December 31, 1993

Non-interest expenses were $4,475 and $4,065 during 1994 and 1993,
respectively. Most of the $410 increase can be attributed to an increase in
professional services and other real estate expenses. In addition, the Bank's
credit card processing expenses increased $97 as the Bank did not begin issuing
its own credit card until the third quarter of 1993. See discussion of the
credit card program in "Non-Interest Income."

Professional services expenses were up $220 or 118% from the $186
reported during 1993. Professional services are primarily comprised of legal,
consulting, audit, tax and directors' fees. Legal fees were up $32 from $29
during 1993 to $61 during 1994. Directors' fees were up $41 from $5 reported
for 1993 to $46 reported during 1994. Expenses associated with potential
business combinations were $104. There were no fees associated with potential
business combinations during 1993.

During 1993, the Bank investigated several different avenues for
expanding the Bank's geographic market area. Two studies were performed, one
investigating the optimum location for another full-service branch facility and
the other to analyze the benefit of a savings and loan acquisition through the
Resolution Trust Corporation. In addition to the market studies, a study was
performed to analyze the profitability of the Bank and to identify areas that
might yield additional profits. Costs associated with these studies were $33
and are also included in professional services.

Finally, other real estate expense increased $111 from $70 in 1993 to
$181 in 1994. During 1994, sales of other real estate resulted in losses of
$25. Additionally, SBG made a provision to the valuation allowance for other
real estate of $128. Declines in fair value below carrying value are charged
to earnings with a corresponding increase in the valuation allowance for losses
on other real estate.

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

Non-interest expenses were $4,065 and $4,339 in 1993 and 1992,
respectively. Most of this $274 decrease can be attributed to the other
expense category. As SBG streamlined activities at the holding company,
non-interest expense was decreased in 1992 and has been further decreased in
1993.

Other expenses were $350 in 1993, down $260 or 43% from 1992. As
previously discussed, SBG had an operating lease to an affiliated bank that was
eliminated during the first quarter of 1993. During 1992, there was
depreciation expense from this lease arrangement of $77 versus expense of $12
in 1993. In 1992 SBG also recognized a loss on the operating lease of $126 so
that SBG's carrying value would not exceed the market value of the leased
assets. Finally, SBG recognized a $50 provision for declines in the value of
SBG's investment securities in 1992. These non-recurring expenses explain the
decrease in the other expense category.

Personnel and supply expenses were up slightly from 1992 due to
additional expense involved in the start-up of some of the new business
activities previously discussed.

Occupancy expense for 1993 was $779, an increase of $88 or 13% over
1992. As previously discussed, the Bank started several new product lines in
1993 in an effort to increase non-interest income. The start-up of these
product lines included the purchase of additional equipment and limited
building improvements. In addition, the bank purchased a high speed sorter
along with related improvements for approximately $300. This equipment became
fully operational during March 1993. The addition of the sorter and the new
product lines increased the depreciation expense for SBG by $59. This increase
was offset by a corresponding reduction in data processing expense as a result
of the sorter conversion of $57 and increased earnings realized from reduction
of due from bank balances which will no longer be needed to pay for
correspondent services. Due from bank balances averaged $5,424 in 1992 and
were reduced to $4,219 in 1993.

56
<PAGE> 58

During 1993, the Bank purchased a stand alone branch facility with the
intent of relocating one of the supermarket locations. The purchase price of
the branch, including furnishings and fixtures, was $650. Leasehold
amortization expense was increased $15 during 1993 to reduce the carrying value
of the leasehold improvement in the supermarket branch to zero at the time of
the branch relocation on March 1, 1994.

Credit card processing expense was $65 for 1993. A discussion of this
is included above.

Insurance and taxes were down $93 or 21% from 1992 and other real
estate expense was down $109. These reductions can be attributed to the
reduction in the level of other real estate and the improved asset quality.
See "Asset Quality."

INCOME TAXES

SBG adopted SFAS No. 109, "Accounting for Income Taxes," effective
January 1, 1993. There was no financial statement impact as a result of this
change because SBG fully reserved its deferred tax asset of $780. The full
valuation reserve reflected SBG's recent operating losses and relatively high
level of problem assets as the time of adoption.

During 1993, SBG significantly (1) increased profitability and (2)
reduced its problem asset levels. These events, combined with continued high
capital levels and decreased regulatory oversight resulting from improved asset
quality, led to SBG's decision to reduce a substantial portion of its remaining
valuation allowance and recognize a related tax benefit.

Significant components of the deferred tax asset are as follows:

<TABLE>
<CAPTION>
December 31,
1994
-----------
<S> <C>
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . $ 3
-----------
Gross deferred tax liability . . . . . . . . . . . . . . . . $ 3
-----------
Non-accrual loans . . . . . . . . . . . . . . . . . . . . . . (61)
Allowance for loan losses . . . . . . . . . . . . . . . . . . (119)
Other real estate . . . . . . . . . . . . . . . . . . . . . . (62)
Writedown of investment in common stock . . . . . . . . . . . (68)
Unrealized loss on investment securities
available for sale . . . . . . . . . . . . . . . . . . . . (159)
Alternative Minimum Tax credit . . . . . . . . . . . . . . . (58)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . (67)
-----------
Gross deferred tax assets . . . . . . . . . . . . . . . . $ (594)
-----------
Deferred tax asset valuation allowance . . . . . . . . . . . $ 100
-----------
$ (491)
===========
</TABLE>

Reserves for problem assets should reverse ratably over the next three
years as such assets continue to be liquidated.

Management believes that existing levels of pre-tax earnings can be
sustained to generate sufficient taxable income to realize the deferred tax
asset.

ASSET QUALITY

See the discussion of the Bank's procedures with respect to asset
quality set forth in "Quarterly Information -- Asset Quality." A provision of
$78 was made during 1994 and management has concluded for loan losses above
that the level of the allowance is adequate to meet any specific or unforeseen
loan losses which may occur. As loan growth continues, this process will
result in provisions to the allowance for loan losses such that the allowance
will be maintained at an adequate level. Bank management is committed to the
maintenance of an adequate allowance.

57
<PAGE> 59

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

Year ended Year ended
December 31, December 31,
1994 1993
-------------- ---------------
<S> <C> <C>
Balance at beginning of year . . . . . . . . . . . . . . . . . . $ 1,016 $ 1,322
Charge-offs:
Commercial, financial and agricultural . . . . . . . . . . . 67 276
Real estate-construction and land
development . . . . . . . . . . . . . . . . . . . . . . . . 1 10
Real estate - mortgage . . . . . . . . . . . . . . . . . . . 27 245
Installment loans to individuals . . . . . . . . . . . . . . 41 57
-------------- ---------------
136 588

Recoveries:
Commercial, financial and agricultural . . . . . . . . . . . 22 36
Real estate - construction and land
development . . . . . . . . . . . . . . . . . . . . . . . - 14
Real estate - mortgage . . . . . . . . . . . . . . . . . . . - 26
Installment loans to individuals . . . . . . . . . . . . . . 48 176
70 252
-------------- ---------------

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . 66 336
-------------- ---------------

Additions charged to operations . . . . . . . . . . . . . . . . 78 30
-------------- ---------------

Balance at end of year . . . . . . . . . . . . . . . . . . . . $ 1,028 $ 1,016
============== ===============

Ratio of net charge-offs to average loans
outstanding during the period . . . . . . . . . . . . . . . . . .09% .49%
============== ===============

Ratio of allowance for loan losses to loans
at end of period . . . . . . . . . . . . . . . . . . . . . . . 1.46% 1.43%
============== ===============
</TABLE>

An analysis of non-accrual loans:

<TABLE>
<CAPTION>
1994 % 1993 %
----------- -------- -------- ---------
<S> <C> <C> <C> <C>
Commercial, financial and agricultural . . . . $ 278 43% $ 222 49%
Real estate - construction and land
development . . . . . . . . . . . . . . - - - -
Real estate - mortgage . . . . . . . . . . . . 326 50 180 39
Installment and other consumer . . . . . . . . 45 7 53 12
----------- -------- -------- ---------
Total . . . . . . . . . . . . . . . . . . $ 649 100% $ 455 100%
=========== ======== ======== =========
</TABLE>

58
<PAGE> 60

The allowance for loans losses as a percentage of non-accrual loans
was 158% and 223% in 1994 and 1993, respectively. This increase reflects a
positive trend in that a greater percentage of non-accrual loans are provided
for in the Bank's allowance for loan losses.

As can be seen from the table above, non-accrual loans increased $194 from $455
at December 31, 1993. Most of the increase can be attributed to the transfer
of one loan for $123 which was previously classified as restructured debt to
the non-accrual status. Although the loan was performing, the transfer was
made to non-accrual as the borrower's financial condition had deteriorated
during the third quarter and the source of repayment could not be easily
identified. As of February 28, 1995, however, this loan had been paid off.

The table below shows the trend in non-performing, past due and
restructured loans of the Bank. As of December 31, 1994, the level of these
assets decreased $1,232 from the total reported at December 31, 1993. Improved
business conditions have provided many of the Bank's customers with better cash
flow and improved operating results, further contributing to improved asset
quality.

NON-PERFORMING ASSETS AT YEAR END

<TABLE>
<CAPTION>
December 31
---------------------------------------------------------------
1994 1993 1992 1991 1990
---------- -------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Non-accrual loans . . . . . . . . . . $ 649 $ 455 $ 1,512 $ 4,293 $ 4,255
Other real estate . . . . . . . . . . 414 1,188 2,041 3,943 2,982
---------- -------- ---------- ----- ----------
Total non-performing . . . . . . . $ 1,063 $ 1,233 $ 3,553 $ 8,236 $ 7,237
Loans 90 days or more past due
still accruing interest . . . . . - - - 186 506
Potential problem loans still
accruing interest . . . . . . . . - - 400 - -
Restructured loans . . . . . . . . . - 652 - - -
---------- -------- ---------- --------- ----------
Non-performing assets plus
accruing potential problem
loans and restructured loans . . . $ 1,063 $ 2,295 $ 3,953 $ 8,422 $ 7,743
========== ======== ========== ========= ==========
</TABLE>

At December 31, 1994, other real estate owned declined $774 or 65%,
from the balance at December 31, 1993. Most of the decrease is due to
increased activity in the real estate market as a result of the low interest
rate environment. In addition, the Bank made a provision to the valuation
allowance for other real estate of $128 which further reduced the other real
estate balance. Other real estate at December 31, 1994 consists primarily of
an undeveloped commercial lot and a commercial auto service facility. These
assets are recorded at fair value, net of estimated selling costs.

The following table represents the composition of the Bank's loan
portfolio:

<TABLE>
<CAPTION>
December 31, December 31,
1994 1993
-------------- ---------------
<S> <C> <C>
Commercial, financial and agricultural . . . . . . . . . . . . $ 24,540 $ 21,992
Real estate - construction and land development . . . . . . . . 16,747 16,086
Real estate - mortgage . . . . . . . . . . . . . . . . . . . . 23,656 25,290
Installment and other consumer . . . . . . . . . . . . . . . . 5,712 7,854
-------------- ---------------
$ 70,655 $ 71,222
============== ===============
</TABLE>

The Bank had outstanding unfunded loan commitments at December 31, 1994, as
follows:

59
<PAGE> 61

<TABLE>
<CAPTION>
December 31,
1994
--------------
<S> <C>
Commercial, financial and agricultural . . . . . . . . . . . . . . . $ 7,308
Real estate - construction and land development . . . . . . . . . . . 11,941
Real estate - mortgage . . . . . . . . . . . . . . . . . . . . . . . 3,140
Installment and other consumer . . . . . . . . . . . . . . . . . . . 1,988
--------------
Total unfunded loan commitments . . . . . . . . . . . . . . . . $ 24,377
==============
</TABLE>

None of these loan commitments was related to loans which were non-performing
or problem loans. Management is unaware of any losses associated with these
loan commitments. Should any material adverse changes arise that affect a
borrower's ability to repay, the Bank is not committed to lend funds to that
borrower.

LIQUIDITY

SBG's primary sources of funds are increases in deposits, loan
repayments, maturities of investment securities and cash provided by operating
activities. Liquidity refers to the ability of SBG to meet its cash flow
requirements and fund its commitments. As of December 31, 1994, the Bank's
liquidity ratio was 30%.

At December 31, 1994, U.S. Treasury, municipal and U.S. Government
Corporation and Agency securities with a book value of $13,411 are scheduled to
mature within the next five years. Of this amount, securities totalling $3,004
are scheduled to mature within one year. These investments, along with federal
funds sold of $5,540 as of December 31, 1994, will provide a ready source of
funds liquidity. Management believes SBG's present liquidity position is
adequate to meet future commitments. While management knows of no demands,
commitments or events that will result in, or that are likely to result in,
SBG's liquidity increasing or decreasing dramatically, federal fund lines of
$3,000 are maintained with several major correspondent banks. Management
anticipates increased competition for depositors funds and expects to continue
to explore alternative sources of liquidity and funding.

At December 31, 1994, SBG had aggregate unrealized gains and losses on
investment securities held to maturity of approximately $13 and $259,
respectively. SBG has the ability to hold these investment securities to
maturity and intends to hold these securities through the foreseeable future.

At December 31, 1994, $10,784 of SBG's investment securities were
classified as available for sale. These securities are made up of U.S.
Treasuries, U.S. Government Corporations and Agencies and mortgage-backed
securities. An unrealized holding loss on investment securities available for
sale of $309 net of related tax effects is included as a separate component of
stockholders' equity.

At December 31, 1994, SBG had aggregate unrealized gains and losses on
investment securities available for sale of approximately $5 and $474,
respectively. During 1994, SBG had no sales of investment securities.

SBG's loan to deposit ratio averaged 80% in 1994 compared to 75% in
1993. At December 31, 1994 and 1993, the loan to deposit ratio was 79% and
78%, respectively. SBG's target range for the loan to deposit ratio is 75%.

60
<PAGE> 62

The maturity and weighted average yield of investment securities are
presented below:

MATURITY DISTRIBUTION AND YIELD OF INVESTMENT SECURITIES HELD TO MATURITY
AND INVESTMENT SECURITIES HELD FOR SALE

<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
---------------------------------------------------
WEIGHTED
AVERAGE
BOOK VALUE YIELD (1) BOOK VALUE
---------- --------- ----------
<S> <C> <C> <C>
INVESTMENT SECURITIES HELD TO MATURITY
- --------------------------------------
U. S. Treasury
Within one year . . . . . . . . . . . . . . . . $ 2,504 4.81% $ 499
After one but within five years . . . . . . . . 4,573 5.27 4,621
After five but within ten years . . . . . . . . 505 6.65 514
After ten years . . . . . . . . . . . . . . . . -- -- --
---------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . 7,582 5.21 5,634
---------------------------------------------------
Municipal securities
Within one year . . . . . . . . . . . . . . . . -- -- 100
After one but within five years . . . . . . . . -- -- --
After five but within ten years . . . . . . . . 435 6.65 435
After ten years . . . . . . . . . . . . . . . . -- -- --
---------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . 435 6.65 535
---------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . $ 8,017 5.29% $ 6,169
===================================================

<CAPTION>
WEIGHTED
ESTIMATED AVERAGE ESTIMATED
MARKET VALUE YIELD (1) MARKET VALUE
------------ --------- ------------
<S> <C> <C> <C>
INVESTMENT SECURITIES AVAILABLE FOR SALE
- ----------------------------------------
U. S. Treasury
Within one year . . . . . . . . . . . . . . . . -- -- --
After one but within five years . . . . . . . . $ 2,414 6.88% --
After five but within ten years . . . . . . . . -- -- --
After ten years . . . . . . . . . . . . . . . . -- -- --
---------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . $ 2,414 6.88% --
---------------------------------------------------
Mortgage-backed securities
Within one year . . . . . . . . . . . . . . . . -- -- --
After one but within five years . . . . . . . . 351 6.05% --
After five but within ten years . . . . . . . . 838 5.49 1,414
After ten years . . . . . . . . . . . . . . . . -- -- --
---------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . $ 1,189 5.66% $ 1,414
---------------------------------------------------
U. S. Government corporations and agencies
Within one year . . . . . . . . . . . . . . . . $ 491 5.00% $ 399
After one but within five years . . . . . . . . 2,871 5.05 3,055
After five but within ten years . . . . . . . . 1,610 6.12 2,304
After ten years . . . . . . . . . . . . . . . . 1,559 6.54 2,394
---------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . $ 6,531 5.67% $ 8,152
---------------------------------------------------
Other securities
Within one year . . . . . . . . . . . . . . . . -- -- --
After one but within five years . . . . . . . . -- -- --
After five but within ten years . . . . . . . . -- -- --
After ten years . . . . . . . . . . . . . . . . 650 -- 650
---------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . $ 650 -- $ 650
---------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . $ 10,784 5.59% $ 10,216
===================================================
</TABLE>

61
<PAGE> 63

SUPPLEMENTAL MATURITY SCHEDULE OF SELECTED LOANS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
OVER ONE
ONE YEAR THROUGH OVER
OR LESS FIVE YEARS FIVE YEARS TOTAL
------- ---------- ---------- -----
<S> <C> <C> <C> <C>
Commercial . . . . . . . . . . . . . . . . . . . . . $ 10,922 $ 7,890 $ 5,728 $ 24,540
Real estate--
construction and land development . . . . . . . 15,960 787 -- 16,747
---------- --------- --------- --------
Total . . . . . . . . . . . . . . . . . . . . $ 26,882 $ 8,677 $ 5,728 $ 41,287
========== ========= ========= ========
Fixed interest rate . . . . . . . . . . . . . . . . . 3,819 3,009
Variable interest rate . . . . . . . . . . . . . . . 4,858 2,719
--------- ---------
Total . . . . . . . . . . . . . . . . . . . . $ 8,677 $ 5,728
========= =========
</TABLE>

MATURITY SCHEDULE OF TIME DEPOSITS OVER $100,000
DECEMBER 31, 1994

<TABLE>
<S> <C>
Under 3 Months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,581
3 to 6 Months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802
6 to 12 Months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,073
Over 12 Months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,287
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,743
=========
</TABLE>

CAPITAL RESOURCES

At December 31, 1994, consolidated shareholders' equity was $13,895
compared with $13,546 at December 31, 1993. Average shareholders' equity was
13% and 12% of average total assets in 1994 and 1993, respectively. Management
believes present capital levels are adequate to support the Bank's operating
activities.

SBG and the Bank are subject to capital requirements of the Georgia
Department and the FDIC. The FDIC has established minimum capital ratios
("leverage ratio") of tier one capital (as defined) to total average assets of
4.00%. At December 31, 1994, the Bank's leverage ratio was 10.16%.

The FDIC and Federal Reserve Board have adopted final risk-based
capital guidelines for banks and bank holding companies. Under these
guidelines as of December 31, 1992, SBG and the Bank are expected to meet a
minimum ratio of total capital to risk-weighted assets of 8.00% (of which at
least 4.00% must consist of Tier 1 Capital, as defined).

62
<PAGE> 64

The following table sets forth information with respect to SBG and the
Bank's capital ratios at December 31, 1994 when compared with existing leverage
and risk-based ratios.

CAPITAL RATIOS

<TABLE>
<CAPTION>
SBG Bank
Amount Ratio Amount Ratio
------ ----- ------ -----
<S> <C> <C> <C> <C>
Leverage Ratio
Tier 1 Capital . . . $ 13,899 12.93% $ 10,912 10.16%
Minimum Requirement . 4,181 4.00% 4,109 4.00%
-----------------------------------------------------------------------
Excess . . . . . . . $ 9,718 8.93% $ 6,803 6.16%
=======================================================================

Risk Based Capital Ratio
Tier 1 Capital . . . $ 13,900 17.65% $ 10,912 14.15%
Tier 1 Capital
Minimum Requirement . 3,150 4.00% 3,085 4.00%
-----------------------------------------------------------------------
Excess . . . . . . . $ 10,750 13.65% $ 7,827 10.15%
=======================================================================

Total Capital . . . . . . . $ 14,885 18.90% $ 11,877 15.40%
Total Capital
Minimum Requirement . 6,301 8.00% 6,170 8.00%
-----------------------------------------------------------------------
Excess . . . . . . . $ 8,584 10.90% $ 5,707 7.40%
=======================================================================
</TABLE>

(1) For purposes of computing capital ratios, $305 of the Bank's deferred tax
asset was not included in Tier 1 or Tier 2 capital as a majority of the
balance is not expected to be realized as a reduction of income taxes
otherwise payable within the next twelve months.
(2) For purposes of computing capital ratios, the unrealized losses on
investments securities available for sale were not included in Tier 1 or
Tier 2 capital in compliance with the guidelines set forth by the Bank's
primary regulator for the treatment of this item.

There were no cash dividends paid by SBG in 1994 and 1993. As
described in Note 10 to the consolidated financial statements of SBG, the Bank
is restricted by Georgia banking laws as to the amounts of dividends it may pay
to SBG. Future dividends received from the Bank would be the major source of
funds for the payment of any dividends to SBG's shareholders.

SBG's common stock had a book value per share of $7.56 and $7.37 at
December 31, 1994 and 1993, respectively. At December 31, 1994, there were
approximately 1000 shareholders of record and 1,838,601 shares of common stock
outstanding. There was no established public trading market for SBG's $1.00
par value common stock.

INTEREST RATE SENSITIVITY

The objective of interest rate sensitivity management is to minimize
the effect of interest rate changes on net interest margins while maintaining
net interest income at acceptable levels. The major factors that are used to
manage interest rate risk include the mix of fixed and floating interest rates
and pricing and maturity patterns for all asset and liability accounts.

63
<PAGE> 65

INTEREST RATE SENSITIVITY ANALYSIS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
Repricing within
---------------------------------------------------------------------------
0-30 31-90 91-180 181-365 Over
Days Days Days Days 1 Year Total
---- ---- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Taxable investment securities . . . . $ 1,518 $ 476 $ 1,020 $ 1,616 $ 13,737 $ 18,367
Non taxable investment securities . . - - - - 748 748
Federal funds sold . . . . . . . . . 5,540 - - - - 5,540
Loans . . . . . . . . . . . . . . . . 40,110 4,549 4,410 3,228 18,358 70,655
------- ------- ------- ------- -------- --------
Total interest bearing assets . . . . 47,168 5,025 5,430 4,844 32,843 95,310
======= ======= ======= ======= ======== ========

Interest bearing deposits . . . . . . 29,158 - 4,674 - - 33,832
Time deposits . . . . . . . . . . . . 3,458 8,164 5,034 5,853 18,203 40,712
------- ------- ------- ------- -------- --------
Total interest bearing liabilities 32,616 8,164 9,708 5,853 18,203 74,544
======= ======= ======= ======= ======== ========

Interest sensitivity gap . . . . . . 14,552 (3,139) (4,278) (1,009) 14,640
Cumulative gap . . . . . . . . . . . 14,552 11,413 7,135 6,126 20,766
======= ======= ======= ======= ========
Cumulative % of interest
sensitive assets to interest
sensitive liabilities . . . . . . . 145% 128% 114% 111% 128%
</TABLE>

Based on this gap analysis, and assuming no change in the mix of
earning assets or interest-bearing liabilities, falling interest rates could
decrease the net interest margin while rising interest rates could increase
the net interest margin. The Bank actively manages its interest rate
sensitivity and the present gap position is within the range acceptable to
management.

SBG's policy requires the cumulative percentage of interest sensitive
assets to interest sensitive liabilities fall within a range of 90% to 120% for
the six month and one year time periods. Since the actual percentages meet
these requirements, management feels that rate sensitive assets are adequately
matched to rate sensitive liabilities.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan" ("SFAS 114") was issued in May 1993. SFAS
114 addresses the accounting by creditors for impairment of certain loans. It
requires that impaired loans be measured based on the present value of expected
future cash flows discounted at the loan's effective interest rate or, as a
practical expedient, at the loan's observable market price or the fair value of
the collateral if the loan is collateral dependent. This pronouncement was
adopted on January 1, 1995, and its impact on SBG's reported results was not
material.

Statement of Financial Accounting Standards No. 119, "Disclosure about
Derivative Financial Instruments and Fair Value of Financial Instruments'"
("SFAS 119") was issued in October 1994. The new disclosure requirements
relate to derivative financial instruments, such as futures, forwards, or
option contracts. At December 31, 1994, SBG had no derivative financial
instruments as defined in SFAS 119.

64
<PAGE> 66

BENEFICIAL OWNERSHIP OF SBG COMMON STOCK

SBG is authorized under its Articles of Incorporation to issue
10,000,000 shares of SBG Common Stock. As of the Record Date, SBG had issued
and outstanding 1,838,601 shares of SBG Common Stock. The following table sets
forth information as of the Record Date with respect to the beneficial
ownership of SBG Common Stock by (i) each director of SBG, (ii) each of the
executive officers of SBG and (iii) all executive officers and directors of SBG
as a group. Management of SBG knows of no persons who own beneficially more
than 5% of the outstanding shares of SBG 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 SBG."

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL
NAME OF OWNERSHIP OF SBG PERCENT OF CLASS OF
BENEFICIAL OWNER COMMON STOCK SBG COMMON STOCK
- -------------------- ---------------- ------------------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS:

Thomas E. Aderhold 64,125(1) 3.88%

Phillip A. Allgood 83,569(2) 4.55%

Kenneth E. Baggett 3,550(3) 0.19%

Burton L. Bridges 12,500(4) 0.68%

O. Lawrence Comer 65,709 3.57%

Trummie L. Patrick, Jr. 44,564(5) 2.42%

John H. Isakson 33,447(6) 1.82%

E. Lamar Seals, Jr. 2,750(7) 0.15%

Dana F. Ponder 27,928(8) 2.94%

All directors and executive
officers of SBG as a group (9 persons) 338,167 18.12%
</TABLE>
- ----------------------------------

(1) Includes 1,625 shares held as Trustee for Aderco, Inc. Profit Sharing
Plan.

(2) Includes 27,284 shares held by Phillip A. Allgood as trustee for
Allgood & Associates Profit Sharing Plan, 2,800 shares held in an
Individual Retirement Account for Mr. Allgood's benefit, 12,500 shares
held as custodian for his father, Mr. Pierce Allgood, 125 shares held
as custodian for a business associate, Mr. Bob Simmons, 125 shares
held as custodian for a business associate, Mr. Carl Worthy and 3,250
shares held for Allgood and Sawyer, a partnership of which Mr. Allgood
is a general partner. Mr. Allgood disclaims beneficial ownership for
the shares held by him as custodian for Mr. Pierce Allgood, Mr. Carl
Worthy and Mr. Bob Simmons.

(3) Includes 3,550 shares held for Mr. Baggett's benefit in Habif, Arogeti
& Wynne, P.C. Retirement Plan, a professional corporation of which Mr.
Baggett is a principal.

(4) Includes 12,500 shares held as joint tenant with the wife of Mr.
Bridges.

(5) Includes 500 shares held as custodian for Mr. Patrick's sister, Amanda
C. Patrick, 1,250 shares held as custodian for Mr. Patrick's mother,
Estella T. Patrick, 5,250 shares held as custodian for Mr. Patrick's
wife, Sylvia R. Patrick, 2,500 shares held as custodian for Mr.
Patrick's daughter, Sydney E. Patrick, 2,500 shares held as custodian
for Mr. Patrick's son, Trummie L. Patrick, III, 1,000 shares held in
an Individual Retirement Account for Sylvia R. Patrick, 1,875 shares
held as Trustee of the Trummie L.

65
<PAGE> 67

Patrick Insurance Agency, Inc. Employee Plan, a corporation of which
Mr. Patrick is a principal, and 2,500 shares held for Mr. Patrick's
benefit in an IRA by A. G. Edwards & Sons, Inc. Mr. Patrick disclaims
beneficial ownership of all shares held by him as custodian and the
shares held in the Individual Retirement Account for Sylvia R.
Patrick.

(6) Includes 2,336 shares held as custodian for Mr. Isakson's daughter,
Julie Gay Isakson, 1,074 shares held for Mr. Isakson's wife, Diane
Davison Isakson, 1,961 shares held for Mr. Isakson's son Kevin Warner
Isakson, 1,961 shares held for Mr. Isakson's son, John Andrew
Isakson, 375 shares held as custodian for John Andrew Isakson, 375
shares held as custodian for Kevin Warner Isakson, and 2,666 shares
for John H. and Diane Davison Isakson.

(7) Includes 2,500 shares owned by Seals & Associates, Inc., a corporation
which is owned by Mr. Seals and of which he serves as President.

(8) Includes 26,928 shares subject to incentive stock options.

LEGAL MATTERS

Certain legal matters in connection with the SouthTrust Common Stock
being offered hereby will be passed upon by Bradley, Arant, Rose & White, 2001
Park Place, Suite 1400, Birmingham, Alabama, counsel for SouthTrust. As of
March 31, 1995 the partners and associates of the firm of Bradley, Arant, Rose
& White beneficially owned approximately 1,600,000 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 SBG and subsidiary as of December 31, 1994
and 1993, and for each of the three years in the period ended December 31,
1994, included in this Proxy Statement/Prospectus have been so included in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.

Representatives of Price Waterhouse LLP 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 SBG 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.

66
<PAGE> 68

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

SouthTrust's Annual Report on Form 10-K for the year ended December
31, 1994 (including therein SouthTrust's Proxy Statement for its
Annual Meeting of Stockholders held on April 19, 1995) (Commission
File No. 0-3613); and

SouthTrust's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995 (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.

67
<PAGE> 69

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
OF SOUTHERN BANK GROUP, INC.

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

Consolidated Balance Sheet - March 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Statements of Operations for the three months ended
March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

Consolidated Statements of Shareholders' Equity for the three months
ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Cash Flows for the three months ended March 31, 1995 and 1994 . . . . . . . . F-5

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

Consolidated Financial Statements:

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

Consolidated Balance Sheets - December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . F-8

Consolidated Statements of Operations for the years ended December 31, 1994, 1993 and 1992 . . . . . . . F-9

Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31,
1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10

Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992 . . . . . . F-11

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12
</TABLE>

F-1
<PAGE> 70

SOUTHERN BANK GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
March 31, December 31,
1995 1994
---------- -----------
<S> <C> <C>
ASSETS
Cash and due from bank . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,601 $ 3,983
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,340 5,540
Investment securities held to maturity, at cost (market value of
$7,394 and $7,771 respectively) . . . . . . . . . . . . . . . . . . . . 7,508 8,017
Investment securities available for sale, at market . . . . . . . . . . . 12,761 10,784
Federal Home Loan Bank Stock, at cost . . . . . . . . . . . . . . . . . . 314 314
Loans, less allowance for loan losses of
$1,031 and $1,028, respectively . . . . . . . . . . . . . . . . . . . . 66,172 69,627
Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . 4,146 4,247
Other real estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412 414
Accrued interest receivable and other assets . . . . . . . . . . . . . . . 1,469 1,448
---------- ----------
Total assets . . . . . . . . . . . . . . . . . . . . . $ 101,723 $ 104,374
========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,275 $ 15,461
NOW accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,074 12,268
Money market accounts . . . . . . . . . . . . . . . . . . . . . . . . . 14,798 16,890
Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,938 4,674
Time, $100,000 and over . . . . . . . . . . . . . . . . . . . . . . . . 8,329 10,743
Other time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,320 29,969
---------- ----------
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,734 90,005

Accrued interest payable and other liabilities . . . . . . . . . . . . . . 692 474
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . 87,426 90,479
---------- ----------

Shareholders' equity:
Common stock, $1 par value; 10,000,000 shares authorized;
1,838,601 shares issued and outstanding . . . . . . . . . . . . . . . . 1,839 1,839
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,890 12,890
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . (270) (525)
Unrealized holding loss on investment securities available
for sale, net of income tax effect . . . . . . . . . . . . . . . . . (162) (309)
---------- ----------
Total shareholders' equity . . . . . . . . . . . . . 14,297 13,895
---------- ----------
Total liabilities and shareholders' equity . . . . . $ 101,723 $ 104,374
========== ==========
</TABLE>

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

F-2
<PAGE> 71

SOUTHERN BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
For the three months ended
March 31,
-----------------------
1995 1994
-------- --------
<S> <C> <C>
Interest income:
Interest and fees on loans . . . . . . . . . . . . . . . . . . . . . . . $ 1,765 $ 1,511
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 20
Investment securities held to maturity . . . . . . . . . . . . . . . . . 101 105
Investment securities available for sale . . . . . . . . . . . . . . . . 195 126
-------- --------
Total interest income . . . . . . . . . . . . . . . . . . . . . . 2,119 1,762
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 896 766
-------- --------
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,223 996
Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . - 5
-------- --------
Net interest income after provision for loan losses . . . . . . . . . . . . . 1,223 991
-------- --------
Non-interest income:
Service charges on deposit accounts . . . . . . . . . . . . . . . . . . . 115 130
Credit card processing fees . . . . . . . . . . . . . . . . . . . . . . . 59 47
Losses on sales of investment securities . . . . . . . . . . . . . . . . - (9)
Gains on sales of loan participations . . . . . . . . . . . . . . . . . . - 15
Mortgage brokerage fees . . . . . . . . . . . . . . . . . . . . . . . . . 5 8
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 21
-------- --------
Total non-interest income . . . . . . . . . . . . . . . . . . . . 197 212
-------- --------

Non-interest expense:
Salaries and other personnel . . . . . . . . . . . . . . . . . . . . . . . 489 478
Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187 212
Postage and freight . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 30
Office supplies,printing and stationery . . . . . . . . . . . . . . . . . . 15 21
Data processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 43
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 59
Insurance and taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 81
Other real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) 3
Credit card processing . . . . . . . . . . . . . . . . . . . . . . . . . . 46 36
Other operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 78
-------- --------
Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . 1,033 1,041
-------- --------
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 387 162
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (132) (55)
-------- --------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 255 $ 107
======== ========
Net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.14 $ 0.06
======== ========
Weighted average common shares
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,838,601 1,838,601
========= =========
</TABLE>

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

F-3
<PAGE> 72

SOUTHERN BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1994, 1993, and 1992 and the
Three Months Ended March 31, 1995
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock Retained (Loss) Gain on
-------------------------------------- Earnings Investment Securities
# of Paid-in (Accumulated Available for Sale
Shares Par Value Capital Deficit) Net of Tax Total
--------- --------- ----------- -------------- ------------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1991 1,839 $ 1,839 $ 12,890 $ (2,742) $ - $ 11,987
Net income - - 318 - 318
--------- ---------- ---------- ----------- ---------- --------
Balance at December 31,
1992 1,839 1,839 12,890 (2,424) - 12,305
Net Income 1,208 - 1,208
Unrealized holding gain on
investments available for
sale, net of tax 33 33
--------- ---------- ---------- ----------- ---------- --------
Balance at December 31,
1993 1,839 1,839 12,890 (1,216) 33 13,546
Net income - - - 691 - 691
Unrealized holding loss on
investments available for
sale, net of tax - - - - (342) (342)
--------- ---------- ---------- ----------- ---------- ----
Balance at December 31,
1994 1,839 1,839 12,890 (525) (309) 13,895
Net Income for the quarter
ended March 31, 1995 - - - 255 255
Unrealized holding gain on
investments available for
sale, net of tax 147 147
--------- ---------- ---------- ----------- ---------- --------
Balance at March 31,
1995 1,839 $ 1,839 $ 12,890 $ (270) $ (162) $ 14,297
========= ========== =========== ============ =========== =========
</TABLE>

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

F-4
<PAGE> 73

SOUTHERN BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
For the three months
period ended March 31,
-----------------------
1995 1994
-------- --------
<S> <C> <C>
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . $ 440 $ 409
-------- --------

Cash flows from investing activities:
Purchase of investment securities held to maturity . . . . . . . . . . . . - (2,017)
Purchase of investment securities available for sale . . . . . . . . . . . (1,893) (6)
Proceeds from maturities and prepayments of
investment securities held to maturity . . . . . . . . . . . . . . . . . 504 -
Proceeds from maturities and prepayments of
investment securities available for sale . . . . . . . . . . . . . . . . 148 427
Net decrease(increase) in loans . . . . . . . . . . . . . . . . . . . . . 3,490 (1,271)
Proceeds from sales of other real estate . . . . . . . . . . . . . . . . . 2 27
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) (163)
-------- --------
Net cash provided by (used in) investing activities . . . . . . . . . . 2,249 (3,003)
-------- --------

Cash flows from financing activities:
Net (decrease) increase in deposits . . . . . . . . . . . . . . . . . . . (3,271) 761
-------- --------
Net cash (used in) provided by financing activities . . . . . . . . . . (3,271) 761
-------- --------

Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . (582) (1,833)

Cash and cash equivalents at the beginning of the period . . . . . . . . . . . 9,523 11,018
-------- --------

Cash and cash equivalents at the end of the period . . . . . . . . . . . . . . $ 8,941 $ 9,185
======== ========

Supplemental disclosure of cash flow information:
Cash paid during the period:

Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100 $ -
======== ========

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 895 $ 842
======== ========

Supplemental disclosure of non-cash investing
and financing activities

Transfer of loans to other real estate . . . . . . . . . . . . . . . . . . . . $ - $ -
======== ========

Loan financing of sales of other real estate . . . . . . . . . . . . . . . . . $ - $ 33
======== ========
</TABLE>

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

F-5
<PAGE> 74

SOUTHERN BANK GROUP, INC.
Notes to Consolidated Financial Statements
March 31, 1995 and 1994
(Unaudited)

1. Summary of Significant Accounting Policies:

SBG's accounting and reporting policies conform to generally accepted
accounting principles. The consolidated financial statements included herein
are unaudited but reflect all adjustments which, in the opinion of management,
are necessary to a fair presentation of SBG's consolidated financial operations
for the three month period ended March 31, 1995 and 1994. All such adjustments
are of a normal recurring nature.

Effective January 1, 1995, SBG adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a Loan" ("SFAS
114"). This standard requires that impaired loans be measured on the present
value of expected future cash flows discounted at the loan's effective interest
rate or, as a practical expedient, at the loans observable market price or the
fair value of the collateral if the loan is collateral dependent. The impact of
adopting SFAS 114 was not material.

These financial statements should be read in conjunction with the audited
financial statements and the notes thereto included in SBG's annual report for
the fiscal year ended December 31, 1994.

F-6
<PAGE> 75

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of
Southern Bank Group, Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of changes in shareholders'
equity and of cash flows present fairly, in all material respects, the
financial position of Southern Bank Group, Inc. and its subsidiaries at
December 31, 1994 and 1993, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company'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.

PRICE WATER HOUSE LLP

Atlanta, Georgia
February 10, 1995

F-7
<PAGE> 76

SOUTHERN BANK GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

<TABLE>
<CAPTION>
December 31,
------------------------
1994 1993
===================================================================================================================
<S> <C> <C>
ASSETS
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,983 $ 5,356
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,540 5,661
Investment securities held to maturity, at cost (market value of $7,771 and $6,339
respectively) (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,017 6,169
Investment securities available for sale, at market . . . . . . . . . . . . . . . . . 10,784 10,216
Federal Home Loan Bank Stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . 314 311
Loans, less allowance for loan losses of $1,028 and $1,016, respectively (Note 5) . . 69,627 70,206
Premises and equipment, net (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . 4,247 4,514
Other real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414 1,188
Accrued interest receivable and other assets . . . . . . . . . . . . . . . . . . . . 1,448 1,332
--------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 104,374 $104,953
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits (Note 7)
Demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,461 $ 16,233
NOW accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,268 11,097
Money market accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,890 20,055
Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,674 3,896
Time, $100,000 and over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,743 9,964
Other time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,969 29,939
--------- --------
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,005 91,184

Accrued interest payable and other liabilities . . . . . . . . . . . . . . . . . . . 474 223
--------- --------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,479 91,407
--------- --------
Commitments and contingencies (Note 11)
Shareholders' equity (Note 10):
Common stock, $1 par value; 10,000,000 shares authorized; 1,838,601 shares
issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,839 1,839
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,890 12,890
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (525) (1,216)
Unrealized holding (loss) gain on investment securities available for sale,
net of income tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . (309) 33
--------- --------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . 13,895 13,546
--------- --------
Total liabilities and shareholders' equity . . . . . . . . . . . . . . . . . $ 104,374 $104,953
========= ========
</TABLE>

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

F-8

<PAGE> 77

SOUTHERN BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands)

<TABLE>
<CAPTION>
For the year ended December 31,
-----------------------------------------
1994 1993 1992
====================================================================================================================
<S> <C> <C> <C>
Interest income:
Interest and fees on loans . . . . . . . . . . . . . . . . . . . . $ 6,725 $ 5,920 $ 6,573
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . 209 114 230
Deposits with other financial institutions . . . . . . . . . . . . -- 2 65
Investment securities held to maturity . . . . . . . . . . . . . . 445 367 467
Investment securities available for sale . . . . . . . . . . . . . 511 972 1,088
---------- ---------- ----------
Total interest income . . . . . . . . . . . . . . . . . . . 7,890 7,375 8,423
Interest expense (Note 7) . . . . . . . . . . . . . . . . . . . . . . 3,250 3,362 4,615
---------- ---------- ----------
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . 4,640 4,013 3,808
Provision for loan losses (Note 5) . . . . . . . . . . . . . . . . . 78 30 95
---------- ---------- ----------
Net interest income after provision for loan losses . . . . . . . . . 4,562 3,983 3,713
---------- ---------- ----------
Non-interest income:
Service charges on deposit accounts . . . . . . . . . . . . . . . 520 544 571
Credit card processing fees . . . . . . . . . . . . . . . . . . . 212 81 --
(Losses) gains on sales of investment securities . . . . . . . . . (10) 39 176
Gains on sales of loan participations . . . . . . . . . . . . . . 66 -- --
Mortgage brokerage fees . . . . . . . . . . . . . . . . . . . . . 56 23 --
Income from affiliates . . . . . . . . . . . . . . . . . . . . . . -- 19 124
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . 116 99 73
---------- ---------- ----------
Total non-interest income . . . . . . . . . . . . . . . . . 960 805 944
---------- ---------- ----------

Non-interest expense:
Salaries and other personnel . . . . . . . . . . . . . . . . . . . 1,867 1,862 1,797
Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 809 779 691
Postage and freight . . . . . . . . . . . . . . . . . . . . . . . 104 109 104
Office supplies, printing and stationery . . . . . . . . . . . . . 69 87 62
Data processing . . . . . . . . . . . . . . . . . . . . . . . . . 169 202 259
Professional services . . . . . . . . . . . . . . . . . . . . . . 406 186 139
Insurance and taxes . . . . . . . . . . . . . . . . . . . . . . . 325 355 448
Other real estate . . . . . . . . . . . . . . . . . . . . . . . . 181 70 179
Credit Card Processing . . . . . . . . . . . . . . . . . . . . . . 162 65 --
Market value provision for decline in investment securities . . . -- -- 50
Other operating . . . . . . . . . . . . . . . . . . . . . . . . . 383 350 610
---------- ---------- ----------
Total non-interest expense . . . . . . . . . . . . . . . . . 4,475 4,065 4,339
---------- ---------- ----------
Income before income taxes . . . . . . . . . . . . . . . . . . . . . 1,047 723 318
Income tax (provision) benefit (Note 8) . . . . . . . . . . . . . . . (356) 485 --
---------- ---------- ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 691 $ 1,208 $ 318
========== ========== ==========
Net income per share . . . . . . . . . . . . . . . . . . . . . . . . $ 0.38 $ 0.66 $ 0.17
========== ========== ==========
Weighted average common shares outstanding . . . . . . . . . . . . . 1,838,601 1,838,601 1,838,601
========== ========== ==========
</TABLE>

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

F-9
<PAGE> 78

SOUTHERN BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1994, 1993, and 1992
(in thousands)

Unrealized
Holding
Common Stock (Loss) Gain on
------------------- Investment Securities
Number of Paid-in Accumulated Available for Sale,
Shares Par Value Capital Deficit Net of Tax Total
======================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1991 . . . 1,839 $1,839 $12,890 $(2,742) $ -- $11,987
Net income . . . . . . . . . . . . -- -- -- 318 -- 318
----- ------ ------- ------- ------ -------
Balance at December 31, 1992 . . . 1,839 1,839 12,890 (2,424) -- 12,305
Net income . . . . . . . . . . . . -- -- -- 1,208 -- 1,208
Unrealized holding gain on investment
securities available for sale,
net of tax . . . . . . . . . . -- -- -- -- 33 33
----- ------ ------- ------- ------ -------
Balance at December 31, 1993 . . . 1,839 1,839 12,890 (1,216) 33 13,546
Net income . . . . . . . . . . . . -- -- -- 691 -- 691
Unrealized holding loss on investment
securities available for sale,
net of tax. . . . . . . . . . . -- -- -- -- (342) (342)
----- ------ ------- ------- ------ -------
Balance at December 31, 1994 . . . 1,839 $1,839 $12,890 $ (525) $ (309) $13,895
===== ====== ======= ======= ====== =======
</TABLE>

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

F-10
<PAGE> 79

SOUTHERN BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)

<TABLE>
<CAPTION>
For the year ended December 31,
-----------------------------------
1994 1993 1992
====================================================================================================================
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 691 $ 1,208 $ 318
--------- -------- ---------
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . 78 30 95
Provision for other real estate . . . . . . . . . . . . . . . . . . . . 128 67 --
Benefit for deferred income taxes . . . . . . . . . . . . . . . . . . . -- (485) --
Losses (gains) on sales of investment securities . . . . . . . . . . . 10 (39) (176)
Net amortization of premiums on investment securities . . . . . . . . . 92 87 44
Market value provision for decline in investment securities . . . . . . -- -- 50
Losses (gains) on sales of other real estate . . . . . . . . . . . . . 25 (109) (75)
Gain on sale of leased assets . . . . . . . . . . . . . . . . . . . . . -- (21) --
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . 465 485 633
Increase (decrease) in deferred loan fees . . . . . . . . . . . . . . . 15 58 (73)
(Increase) decrease in interest receivable . . . . . . . . . . . . . . (66) 59 217
Increase (decrease) in interest payable . . . . . . . . . . . . . . . . 20 (77) (456)
Increase in prepaid expenses and other assets . . . . . . . . . . . . . (29) (123) (53)
Decrease (increase) in accrued expenses and other liabilities . . . . . 385 (408) 96
--------- -------- ---------
Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . 1,123 (476) 302
--------- -------- ---------
Net cash provided by operating activities. . . . . . . . . . . . . 1,814 732 620
--------- -------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities held to maturity . . . . . . . . . . . (2,740) (1,560) (14,443)
Purchases of investment securities available for sale . . . . . . . . . . (2,439) (4,593) --
Proceeds from sales, calls and maturities of investment securities
available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . 1,291 10,948 10,130
Proceeds from maturities of investment securities held to maturity . . . . 850 2,000 --
Net decrease in interest bearing deposits with other financial
institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 21 1,720
Net decrease (increase) in loans . . . . . . . . . . . . . . . . . . . . . 432 (5,452) 8,107
Proceeds from sales of other real estate . . . . . . . . . . . . . . . . . 676 1,265 3,264
Proceeds from sale of leased assets . . . . . . . . . . . . . . . . . . . -- 250 --
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . (199) (1,108) (124)
--------- -------- ---------
Net cash (used in) provided by investing activities . . . . . . . (2,129) 1,771 8,654
--------- -------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits . . . . . . . . . . . . . . . . . . . . . . . . . (1,179) (1,442) (14,534)
--------- -------- ---------
Net cash used in financing activities . . . . . . . . . . . . . . . . . . (1,179) (1,442) (14,534)
--------- -------- ---------
Net (decrease) increase in cash and cash equivalents . . . . . . . . . . . (1,494) 1,061 (5,260)
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . 11,017 9,956 15,216
--------- -------- ---------
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . $ 9,523 $ 11,017 $ 9,956
========= ======== =========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- $ 124 $ 31
========= ======== =========
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,217 3,439 5,071
========= ======== =========
Supplemental disclosure of non-cash investing and financing activities:
Transfer of loans to other real estate . . . . . . . . . . . . . . . . . . 92 803 2,181
========= ======== =========
Loan financing of sales of other real estate . . . . . . . . . . . . . . . 38 324 1,151
========= ======== =========
Transfer of investment securities from held to maturity to available
for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- $ 5,384 $ 13,009
========= ======== =========
</TABLE>

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

F-11
<PAGE> 80

SOUTHERN BANK GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except for per share data)

NOTE 1 - ORGANIZATION OF THE BUSINESS
Southern Bank Group, Inc. (the "Company") is a bank holding company that was
incorporated on February 18, 1987, whose primary business is conducted by its
wholly-owned subsidiaries, Northside Bank and Trust Company (the "Bank") and
Southern Mortgage Group, Inc. (the "Mortgage Company"). The Company is subject
to regulation under the Bank Holding Company Act of 1956.
The Bank is a commercial bank that serves north metropolitan Atlanta.
The Bank is chartered and regulated by the Georgia Department of Banking and
Finance, and its deposits are insured by, and the Bank is subject to,
regulation by the Federal Deposit Insurance Corporation. The Bank received its
charter and regulatory approval in March 1987 and commenced operations on July
13, 1987.
The Mortgage Company operated as a broker of residential and
commercial mortgages in metropolitan Atlanta. The Mortgage Company received
regulatory approval in May 1989, and commenced operations on May 14, 1989. On
October 22, 1991, the Company sold all of the Mortgage Company's operating
assets and ceased all operations in the Mortgage Company.

NOTE 2 - PROPOSED SALE OF COMPANY:
On December 15, 1994, the Company signed a letter of intent to exchange all of
its outstanding shares for .5275665 shares of SouthTrust Corporation
("SouthTrust") common stock. SouthTrust is a multibank holding company located
in Birmingham, Alabama. Under the terms of this letter the exchange ratio may
be adjusted by SouthTrust based upon a defined formula if SouthTrust stock is
trading below $16 per share at the effective date of the combination. The
transaction requires approvals by applicable regulatory authorities and the
Southern Bank Group shareholders. The sale is anticipated to close during the
third quarter of 1995.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company, the
Mortgage Company and the Bank. All significant intercompany accounts and
transactions have been eliminated in consolidation. Certain prior period
balances have been reclassified to conform to the current year presentation.

CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers cash on
hand, amounts due from banks, federal funds sold, securities purchased under
agreements to resell, bankers' acceptances, short-term interest-bearing
deposits at banks and short-term investments with original maturities of three
months or less to be cash equivalents.

INVESTMENT SECURITIES
Effective October 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." This Statement addresses the accounting and reporting for
investments in equity securities that have readily determinable fair values and
for all investments in debt securities. Those investments are to be classified
in three categories and accounted for as follows:
- - Debt securities that the enterprise has the positive intent and ability to
hold to maturity are classified as held-to-maturity securities and reported
at amortized cost.
- - Debt and equity securities not classified as either held-to-maturity
securities or trading securities are classified as available-for-sale
securities and reported at fair value, with unrealized gains and losses net
of the related income tax effect excluded from earnings and reported in a
separate component of shareholders' equity.
- - Debt and equity securities that are bought and held principally for the
purpose of selling them in the near term are classified as trading
securities and reported at fair value, with unrealized gains and losses
included in earnings.
The Company has no investment securities classified as trading securities.
Securities classified as available for sale may be held for indefinite
periods of time, may be sold as a part of asset/liability management or in
response to interest rate changes and resultant prepayment risk. Prior to
October 1, 1993, investment securities available for sale were recorded at the
lower of aggregate cost or market value.

FEDERAL HOME LOAN BANK STOCK
Federal Home Loan Bank stock is carried at its original cost.

LOANS
Loans are stated at principal amounts outstanding. Interest income on loans is
recognized to reflect a constant rate of return on net funds outstanding.
Accrual of interest income will be discontinued generally when a loan becomes
90 days past due, or when management believes, after considering economic and
business conditions and collection efforts, that ultimate collection of
interest is doubtful. Fees and costs directly related to the origination and
acquisition of loans are deferred and recognized over the life of the loans as
an adjustment of yield.

F-12
<PAGE> 81

IMPAIRED LOANS
The Company has not completed its analysis of the effects of SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," but generally expects the
implementation of this pronouncement to accelerate certain credit losses.
Although certain credit losses may be accelerated, the Company does not expect
the implementation of the pronouncement to materially affect the financial
condition or results of operations of the Company. The Company must adopt this
new accounting pronouncement no later than January 1, 1995.

ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at a level considered adequate to
provide for potential loan losses. Loans which are determined to be
uncollectible are charged against the allowance. The adequacy of the allowance
is based on management's continuing evaluation of the loan portfolio under
current economic conditions, underlying collateral value securing loans and
such other factors which deserve recognition in estimating loan losses.
Estimates, appraisals and evaluations of loans are critical to the
determination of the allowance. Accordingly, changes in such estimates,
appraisals and evaluations may become appropriate at any time because of
changing economic conditions and the economic prospects of borrowers.

SALES OF LOAN PARTICIPATIONS
The Bank originates and sells participations in certain loans. Gains are
recognized at the time the sale is consummated. The amount of gain recognized
on the sale of a specific loan is equal to the percentage resulting from
determining the fair value of the portion of the loan sold relative to the fair
value of the entire loan. Unrecognized gain is deferred and amortized into
income over the remaining term of the portion of the loan not sold. Losses are
recognized at the time the loan is identified as held for sale and the loan's
carrying amount exceeds its market value.

OTHER REAL ESTATE
Other real estate acquired through foreclosure, either actual or in-substance,
is recorded at fair value net of a valuation reserve for estimated selling
costs. Loans are accounted for as in-substance foreclosures when the borrower
has little or no equity in the project, repayment is expected only from the
operation or sale of the property, and the borrower has either abandoned
control of the property or it is doubtful the borrower will be able to rebuild
equity over a relatively short period of time. Holding costs for other real
estate are expensed as incurred. Changes to fair value or estimated selling
costs are recorded as charges or credits to income with a corresponding
adjustment to the valuation allowance. However, the valuation allowance is not
reduced below zero.

PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the respective assets for financial reporting purposes and on
accelerated methods for income tax purposes. Additions and major improvements
are capitalized, while routine maintenance and repairs and gain or loss on
dispositions are recognized currently.

INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes." This pronouncement
requires an asset and liability approach to the measurement of deferred income
taxes. This new pronouncement had no impact at the date of adoption on the
Company's financial condition and results of operation as a valuation reserve
was established for 100% of the deferred tax asset recorded upon adoption. See
Note 8 of Notes to Consolidated Financial Statements.

SHAREHOLDERS' EQUITY
Net income (loss) per share is calculated by dividing (a) net income by (b) the
weighted average number of shares of common stock outstanding, increased by
common equivalent shares determined using the treasury stock method. Stock
options granted, as described in Note 9, are considered common stock
equivalents for purposes of calculating net income (loss) per share. The effect
of these options in the net income (loss) per share calculations is not
material.

F-13
<PAGE> 82

NOTE 4 - INVESTMENT SECURITIES HELD TO MATURITY AND INVESTMENT SECURITIES
AVAILABLE FOR SALE
The carrying value and approximate market value of investment securities at
December 31, 1994 and 1993 are presented below:

<TABLE>
<CAPTION>
1994 1993
--------------------------------------- -----------------------------------
Gross Gross Gross Gross
Unreal- Unreal- Unreal- Unreal-
INVESTMENT SECURITIES Amortized ized ized Market Amortized ized ized Market
HELD TO MATURITY Cost Gains Loss Value Cost Gains Loss Value
============================================================================= ===================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury Securities . . . $ 7,582 $ -- $ (259) $ 7,323 $ 5,634 $111 $ -- $ 5,745
Obligations of states and
political subdivisions . . . 435 13 -- 448 535 59 -- 594
-------- ----- ------ -------- ------- ---- ----- --------
Total investment securities,
held to maturity . . . . . . $ 8,017 $ 13 $ (259) $ 7,771 $ 6,169 $170 $ -- $ 6,339
======== ===== ====== ======== ======= ==== ===== ========

INVESTMENT SECURITIES
AVAILABLE FOR SALE
===============================
U.S. Treasury Securities . . . $ 2,438 $ -- $ (24) $ 2,414 $ -- $ -- $ -- $ --
Mortgage-backed securities . . 1,296 -- (107) 1,189 1,414 8 (8) 1,414
U.S. Government corporations
and agencies . . . . . . . . 6,869 5 (343) 6,531 8,102 106 (56) 8,152
-------- ----- ------ -------- ------- ---- ----- --------
Total debt securities . . . . . 10,603 5 (474) 10,134 9,516 114 (64) 9,566
Common stock in other banks . . 650 -- -- 650 650 -- -- 650
-------- ----- ------ -------- ------- ---- ----- --------
Total investment securities
available for sale . . . . . $ 11,253 $ 5 $ (474) $ 10,784 $10,166 $114 $ (64) $ 10,216
======== ===== ====== ======== ======= ==== ===== ========
</TABLE>

1994
--------------------------------
Estimated
INVESTMENT SECURITIES Amortized Market
HELD TO MATURITY Cost Value
================================================================================
<S> <C> <C>
Due in one year or less . . . . . . . . . $ 2,504 $ 2,487
Due after one year through five years . . 4,573 4,333
Due after five years through ten years . 940 951
Due after ten years . . . . . . . . . . . -- --
-------- --------
$ 8,017 $ 7,771
======== ========

1994
--------------------------------
Estimated
INVESTMENT SECURITIES Amortized Market
AVAILABLE FOR SALE Cost Value
================================================================================
Due in one year or less . . . . . . . . . $ 500 $ 491
Due after one year through five years . . 5,834 5,636
Due after five years through ten years . 2,625 2,448
Due after ten years . . . . . . . . . . . 1,644 1,559
-------- --------
10,603 10,134
Other Securities . . . . . . . . . . . . 650 650
-------- --------
$ 11,253 $ 10,784
======== ========
</TABLE>

F-14
<PAGE> 83

Proceeds from the sales of investment securities available for sale
were $6,154 and $3,532 in 1993 and 1992, respectively. Gross gains of $114 and
$176 were realized on these sales during 1993 and 1992, respectively. Losses of
$75 were realized on the sale of investment securities during 1993. There were
no losses realized in 1992. There were no sales of investment securities
available for sale during 1994. Gains and losses on investments are determined
through the specific identification method. An unrealized holding loss on
investment securities available for sale of $309 net of the related income tax
effect is included as a separate component of shareholders' equity at December
31, 1994.
During 1992 the Company recorded a $50 reduction in the carrying value
of its investment in common stock in affiliated banks, with a corresponding
charge to income. Market values for common stock of affiliated banks are
estimated based upon management's consideration of the financial condition and
results of operations of those banks. There is no active trading market for
these stocks.
Investment securities with a carrying value of approximately $5,556
and $6,710 at December 31, 1994 and 1993, respectively, were pledged to secure
deposits of public funds as required by law.

NOTE 5 - LOANS
The composition of the loan portfolio at December 31, 1994 and 1993 is
presented below:

<TABLE>
<CAPTION>
1994 1993
========================================================
<S> <C> <C>
Commercial . . . . . . . . . . . . $24,540 $21,992
Real estate - construction and land
development . . . . . . . . . . 16,747 16,086
Real estate - mortgage . . . . . . 23,656 25,290
Installment and other consumer . . 5,712 7,854
------- -------
Total loans . . . . . . . . . . . . 70,655 71,222
Less: Allowance for loan losses . (1,028) (1,016)
------- -------
$69,627 $70,206
======= =======

An analysis of the allowance for loan losses follows:

Year ended December 31,
--------------------------
1994 1993 1992
========================================================
Balance at beginning
of period . . . . . . . . $1,016 $1,322 $1,777
------ ------ ------
Charge-offs . . . . . . . . (136) (588) (736)
Recoveries . . . . . . . . 70 252 186
------ ------ ------
Net charge-offs . . . . . . (66) (336) (550)
------ ------ ------
Additions charged
to operations . . . . . . 78 30 95
------ ------ ------
Balance at end of period. . $1,028 $1,016 $1,322
====== ====== ======
</TABLE>

At December 31, 1994 and 1993 non-accrual loans aggregated $649 and
$455, respectively. Non-accrual loans had the effect of reducing income by $72,
$61 and $160 in 1994, 1993 and 1992, respectively. As of December 31, 1993,
$652 of loans were classified as restructured loans in accordance with
Statement of Financial Accounting Standard No. 15, "Accounting by Debtors and
Creditors for Troubled Debt Restructurings." Gross interest income of $61 would
have been realized on restructured loans in accordance with the loan's original
terms for 1993. Actual interest income earned, as a result of the
restructuring, was $56. In 1994, there was a substantial principal reduction on
the restructured loan but the remaining debt is still in question.
Consequently, the remaining balance on this loan of $123 was transferred into
the non-accrual status during the fourth quarter. The Company does not have
commitments to lend additional funds on this loan at December 31, 1994.

NOTE 6 - PREMISES AND EQUIPMENT
At December 31, 1994 and 1993, premises and equipment balances are as follows:

<TABLE>
<CAPTION>
Asset Lives
1994 1993 (in years)
=========================================================
<S> <C> <C>
Land . . . . . . . . . . . $1,439 $1,179
Building and leasehold
improvements . . . . . . $3,042 $2,598 5-31.5
Equipment, furniture
and fixtures . . . . . . 2,063 1,917 3-7
------ ------
6,544 5,694

Less: Accumulated
depreciation . . . . . . (2,297) (1,858)
Branch in progress . . . . -- 678
------ ------
$4,247 $4,514
====== ======

Depreciation expense was $465, $471 and $398 for 1994, 1993 and 1992,
respectively.

NOTE 7 - INTEREST EXPENSE ON DEPOSITS
Interest expense on deposits follows:

Year ended December 31,
----------------------------
1994 1993 1992
========================================================
NOW accounts . . . . . . $ 269 $ 237 $ 253
Money market accounts . . 544 553 934
Savings . . . . . . . . . 141 110 154
Time, $100,000 and over . 686 606 834
------- ------ ------
Other time . . . . . . . $ 1,610 $1,856 $2,440
======= ====== ======
$ 3,250 $3,362 $4,615
</TABLE>

The Bank had approximately $3,941 and $3,802 in deposits from
local municipalities at December 31, 1994 and 1993, respectively.

F-15
<PAGE> 84

NOTE 8 - INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS
109 is an asset and liability approach that requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns. In estimating future tax consequences, SFAS 109 generally considers
all expected future events other than enactments of changes in the tax law or
rates. Previously, the Company used the Statement of Financial Accounting
Standards No. 96- "Accounting for Income Taxes" (SFAS 96) asset and liability
approach that gave no recognition to future events other than the recovery of
assets and settlement of liabilities at their carrying amounts. Under SFAS 109,
in the year of adoption, the effect of adoption on prior years' results of
operations should be shown as a cumulative effect in the income statement in
the year of change. It was determined that there was no cumulative effect on
prior year earnings for fiscal year 1993.
During 1994, the Company recognized income tax expense of $356. No
income tax expense was recorded during 1993 and 1992 because the Company
recognized the benefit of a portion of operating loss carryforwards generated
during previous years. Additionally, a significant income tax benefit was
recognized during 1993 due to a reduction in the deferred tax asset valuation
allowance.

The consolidated expense (benefit) for income taxes is summarized as
follows:

<TABLE>
<CAPTION>
Year ended December 31,
------------------------
1994 1993 1992
=======================================================
<S> <C> <C> <C>
Current tax expense . . . $203 $ -- $ --
Deferred tax expense . . 153 -- --
Reduction in deferred tax
valuation allowance . . -- (485) --
---- ----- ----
$356 $(485) $ --
==== ===== ====
</TABLE>

The provision (benefit) for federal income taxes at the statutory
federal income tax rate is reconciled to the Company's actual provision
(benefit) as follows:

<TABLE>

Year ended December 31,
--------------------------
1994 1993 1992
=========================================================
<S> <C> <C> <C>
Tax provision at
statutory rate . . . . . $203 $ 246 $108
Reduction in deferred tax
valuation allowance . . . -- (485) --
Benefit of net operating
loss carryforward . . . . -- (240) (101)
Reduction in deferred tax
asset . . . . . . . . . 153
Interest on tax-free
municipal bonds . . . . (9) (9) (9)
Other . . . . . . . . . . 9 3 2
---- ----- ----
$356 $(485) $ --
==== ===== ====

Deferred tax liabilities (assets) are comprised of
the following:
Year ended
December 31,
---------------
1994 1993
=======================================================
Unrealized gain on investment
securities available for sale . $ -- $ 17
Depreciation . . . . . . . . . . . 3 58
------ ------
Gross deferred tax liabilities. . $ 3 $ 75
------ ------
Nonaccrual loans . . . . . . . . . $ (61) (119)
Allowance for loan losses . . . . . (119) (116)
Other real estate . . . . . . . . . (62) (134)
Writedown of investment in
common stock . . . . . . . . . . (68) (68)
Unrealized loss on investment securities
available for sale . . . . . . . (159) --
Alternative Minimum Tax credit . . (58) --
Loss carryforwards . . . . . . . . -- (164)
Other . . . . . . . . . . . . . . ( 67) (42)
------ ------
Gross deferred tax assets . . . $ (594) $ (643)
------ ------
Deferred tax assets valuation
allowance . . . . . . . . . . . . $ 100 100
------ ------
$ (491) $ (468)
====== ======
</TABLE>

Deferred income taxes are provided for the temporary differences
between the financial reporting basis and the tax basis of the Company's assets
and liabilities. No deferred tax benefit was recorded during 1992 because there
were no additional taxes paid in the current or prior years being refunded from
the utilization of the current year operating loss.

The Company has no operating loss carryforwards at December 31, 1994.

F-16
<PAGE> 85

NOTE 9 - INCENTIVE STOCK OPTION PLAN
During 1993, the Company established the 1993 Incentive Stock Option Plan (the
"Plan") by authorizing 100,000 shares of common stock of the Company for
issuance under the Plan. Options are granted to key employees of the Company
through the authorization of the Board of Directors. Each option grants the
holder the right to purchase one share of common stock and is exercisable for
ten years from the date of grant at the greater of fair market value of the
common stock or book value per share determined at the date of grant. The
following data is presented as of December 31, 1994:

<TABLE>
<CAPTION>
Date of Shares Grant Options Options Options
Grant Granted Price Exercised Forfeited Outstanding
==================================================================
<S> <C> <C> <C> <C> <C>
May 18, 1993 42,300 $6.75 -- 22,300 20,000
Jan 23, 1994 8,500 $7.37 -- 4,250 4,250
Sep 29, 1994 63,143 $7.37 -- -- 63,143

</TABLE>

NOTE 10 - DIVIDEND AND OTHER RESTRICTIONS:
Georgia banking laws limit the amount of dividends which the Bank may pay to
the Company without obtaining prior approval from the Georgia Department of
Banking and Finance (the Department). Such approval would be required if
either: (a) the Bank's ratio of equity capital to adjusted total assets is less
than 6%; (b) the aggregate amount of dividends declared or anticipated to be
declared by the Bank in that calendar year exceeds 50% of the net profits,
after taxes but before dividends, of the Bank for the previous calendar year;
or (c) the percentage of the Bank's assets classified by the Department at its
more recent examination of the Bank exceeds 80% of the Bank's equity capital.
At December 31, 1994, the amount of Bank retained earnings available for the
payment of dividends was $460.
Georgia law was amended as of July 1, 1989 to eliminate
treasury shares unless the shares are specifically provided for in a company's
Articles of Incorporation. As the company's Articles of Incorporation do not
provide for treasury shares, repurchased shares were retired.

NOTE 11 - COMMITMENTS AND CONTINGENCIES
The Bank is 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 and standby letters
of credit. These instruments involve, to varying degrees, elements of credit
and interest rate risk in excess of amounts recognized in the 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 amounts of those
instruments. The Bank uses the same credit policies in making commitments and
conditional obligations as they do for on-balance-sheet instruments.
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. At December 31, 1994 and
1993 unfunded commitments to extend credit were approximately $24,377 and
$23,433, respectively. The Bank evaluates each customer's credit worthiness on
a case-by-case basis. The amount of collateral obtained when a commitment is
extended varies but may include accounts receivable, inventory, property, plant
and equipment, income producing properties, personal guarantees and personal
assets.
Letters of credit are conditional commitments issued by the
Bank to guarantee the performance of a customer to a third party. At December
31, 1994 and 1993, commitments under letters of credit aggregated approximately
$333 and $293, respectively. Collateral varies but may include accounts
receivable, inventory, equipment, marketable securities, and property. Since
most of the letters of credit are expected to expire without being drawn upon,
they do not necessarily represent future cash requirements.
Most of the Bank's business activity is with customers located
in the Atlanta metropolitan area. The Bank's only concentration of credit is
for real estate development, construction, and mortgage purposes, or to
businesses dependent upon the real estate economy. As of December 31, 1994,
the Bank had no other significant concentrations of credit risk in its loan
portfolio.

NOTE 12 - RELATED PARTY TRANSACTIONS:
At December 31, 1994 and 1993 deposits from directors, executive officers and
their related interests aggregated approximately $1,021 and $756, respectively.
Substantially all of these deposits are interest bearing. These deposits were
taken in the normal course of business at market interest rates. Significant
loans to directors, executive officers and their related interests, in the
aggregate, were as follows:

<TABLE>
<S> <C>
Balance at December 31, 1993 . . . . . . . . $501
New loans . . . . . . . . . . . . . . . . . 600
Payoffs . . . . . . . . . . . . . . . . . . (294)
----
Balance at December 31, 1994 . . . . . . . . $807
====
</TABLE>

During 1992, the Bank sold loan participations totaling $34 to
affiliated banks. No such loan participations were sold to affiliated banks
during 1994 or 1993.
The Company, as lessor, entered into an operating lease
agreement with an affiliated bank during 1990. The Company purchased equipment
and furniture which was included in other assets. The lessee had the option to
purchase the leased property at fair market value at any time during the lease
term by giving 30 days notice. The lessee exercised this option during the first
quarter of 1993. The sales price of this equipment was not materially different
from the

F-17
<PAGE> 86

Company's carrying value of the leased equipment. The Company earned operating
lease income of $19 and $119 during 1993 and 1992, respectively. Depreciation
expense, which is reported as "other operating expense" in the accompanying
consolidated statements of operations, was $12 and $77 during 1993 and 1992,
respectively.

NOTE 13 - RETIREMENT PLAN:
The Company established a 401(K) Retirement Plan (the "Retirement Plan") for
the benefit of eligible employees effective April 1, 1990. Employees may elect
to contribute a percentage of their annual compensation subject to limits
established under the Employee Retirement Income Security Act of 1974
("ERISA"). The Company may, at its discretion, make annual matching
contributions. The Company's 401(K) Advisory Committee will allocate the
matching contributions on the basis of the participant's "eligible
contributions" as defined in the Retirement Plan. These contributions vest to
the employee's account over a six-year period. Matching contributions of $14,
$18 and $8 were made in 1994, 1993 and 1992, respectively.

NOTE 14 - CONDENSED FINANCIAL STATEMENTS OF HOLDING COMPANY

CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
--------------------
1994 1993
====================================================================================================================
<S> <C> <C>
ASSETS
Cash and interest-bearing transaction account at subsidiary . . . . . . . . . . . . . . . $ 918 $ 1,042
Investment in wholly-owned bank subsidiary . . . . . . . . . . . . . . . . . . . . . . . 10,907 10,330
Investment in other bank stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 650 650
Mortgage loan receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 361 366
Other real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314 350
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 753 817
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,903 $ 13,555
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8 $ 9
Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,895 13,546
-------- --------
Total liabilities and shareholders' equity . . . . . . . . . . . . . . . . . . . . . . $ 13,903 $ 13,555
======== ========

CONDENSED STATEMENTS OF OPERATIONS
For the year ended December 31,
-------------------------------
1994 1993 1992
====================================================================================================================
Revenue: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from subsidiaries:
Interest income from subsidiaries . . . . . . . . . . . . . . . . . . . . $ 34 $ 38 $ 11
Other income from subsidiaries . . . . . . . . . . . . . . . . . . . . . 20 9 --
----- ------- -----
54 47 11

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 32 64
Income from other banks . . . . . . . . . . . . . . . . . . . . . . . . . . 3 19 119
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 23 9
----- ------- -----
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 121 203

Expenses:
Total operating expense. . . . . . . . . . . . . . . . . . . . . . . . . . . (427) (197) (471)
----- ------- -----
Loss before income taxes and equity in undistributed income of bank subsidiary (347) (76) (268)
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118 -- --
----- ------- -----
Loss before equity in undistributed income in bank subsidiary . . . . . . . . . (229) (76) (268)
Equity in undistributed income of bank subsidiary . . . . . . . . . . . . . . . 920 1,284 586
----- ------- -----
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 691 $ 1,208 $ 318
===== ======= =====
</TABLE>

F-18
<PAGE> 87

CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the year ended December 31,
------------------------------
1994 1993 1992
====================================================================================================================
<S> <C> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 691 $ 1,208 $ 318
------ ------- -------
Adjustments to reconcile net income to net cash used in operating activities:
Equity in income of bank subsidiary . . . . . . . . . . . . . . . . . . . (920) (1,284) (586)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 69 58 265
Gain on sale of leased asset. . . . . . . . . . . . . . . . . . . . . . . -- (21) --
Market value provision for decline in investment securities . . . . . . . -- -- 50
Decrease (increase) in other assets . . . . . . . . . . . . . . . . . . . 3 (108) (26)
(Decrease) increase in other liabilities . . . . . . . . . . . . . . . . (1) 8 (82)
Provision for losses on other real estate . . . . . . . . . . . . . . . . 36 -- --
------ ------- -------
Total adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . (813) (1,347) (379)
------ ------- -------
Net cash used in operating activities . . . . . . . . . . . . . . . (122) (139) (61)
------ ------- -------
Cash flows from investing activities:
Proceeds from sale of leased assets . . . . . . . . . . . . . . . . . . . . -- 250 --
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) (60) (25)
------ ------- -------
Net cash (used in) provided by investing activities . . . . . . . . . . . (2) 190 25
------ ------- -------
Net (decrease) increase in cash and cash equivalents . . . . . . . . . . . . . (124) 51 86
Cash and cash equivalents at the beginning of the period . . . . . . . . . . . 1,042 991 1,077
------ ------- -------
Cash and cash equivalents at the end of the period. . . . . . . . . . . . . . . $ 918 $ 1,042 $ 991
====== ======= =======
</TABLE>

F-19
<PAGE> 88

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST OF GEORGIA, INC.

AND

SOUTHERN BANK GROUP, INC.

JOINED IN BY

SOUTHTRUST CORPORATION
<PAGE> 89

ARTICLE I

THE MERGER

<TABLE>
<S> <C> <C>
Section 1.1 Consummation of Merger; Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
------------------------------------
Section 1.2 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
----------------
Section 1.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
------------------
Section 1.4 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
----------------------
Section 1.5 Stockholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
--------------------

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of SBG Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
----------------------------------
Section 2.2 SBG Stock Options and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
-------------------------------------
Section 2.3 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
-----------------
Section 2.4 Effectuating Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
-----------------------
Section 2.5 Laws of Escheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
---------------

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SBG

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

A-2
<PAGE> 90

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-SUB

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

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of SBG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
------------------------------
Section 5.2 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
-------------------
Section 5.3 Access to Properties; Personnel and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
-------------------------------------------
Section 5.4 Approval of SBG Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
----------------------------
Section 5.5 No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
-------------
Section 5.6 Notice of Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
-------------------
Section 5.7 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
----------
Section 5.8 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
-------------------------
Section 5.9 Environmental Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
--------------------
Section 5.10 Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
---------------
Section 5.11 Surveys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
-------
Section 5.12 Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
------------------
Section 5.13 Exemption Under Anti-Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
--------------------------------------
Section 5.14 Subsidiary Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
---------------------------

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
-------------------------
Section 6.2 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
------------------
Section 6.3 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
-------------
Section 6.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
---------------
Section 6.5 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
-------------------
Section 6.6 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
----------------------
Section 6.7 Reservation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
---------------------
Section 6.8 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
-------------
</TABLE>

A-3
<PAGE> 91

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

<TABLE>
<S> <C> <C>
Section 7.1 Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
--------------------
Section 7.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
--------------------
Section 7.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
----------
Section 7.4 Proxy Statement and Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
------------------------------------------

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-SUB

Section 8.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
------------------------------
Section 8.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
--------------------------
Section 8.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
------------------------
Section 8.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
------------------
Section 8.6 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
-------------------------
Section 8.7 Material Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
------------------
Section 8.8 Matters Relating to Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
-----------------------------------------
Section 8.10 Outstanding Shares of SBG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
-------------------------
Section 8.11 Dissenters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
----------
Section 8.12 Certification of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
-----------------------

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF SBG

Section 9.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
------------------------------
Section 9.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
--------------------------
Section 9.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . A-33
---------------------------------------------------
Section 9.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
------------------------
Section 9.5 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
-------------------------
Section 9.6 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
------------------
Section 9.7 SouthTrust Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
-----------------
Section 9.8 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
-----------
Section 9.9 Price of SouthTrust Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
--------------------------
Section 9.10 Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
----------------

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-34
-----------
Section 10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-34
---------------------
Section 10.3 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
----------
Section 10.4 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
-------
Section 10.5 Non-Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
----------------------------------------------
</TABLE>

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ARTICLE XI

MISCELLANEOUS

<TABLE>
<S> <C>
Section 11.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
----------------
Section 11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
-------
Section 11.3 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
------------
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
------------------
Section 11.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
--------
Section 11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
------------
Section 11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
-------------
Section 11.8 Persons Bound; No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
----------------------------
Section 11.9 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
----------------------
Section 11.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
------
Section 11.11 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
---------------------
</TABLE>

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<PAGE> 93

AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST OF GEORGIA, INC.
AND
SOUTHERN BANK GROUP, INC.
JOINED IN BY
SOUTHTRUST CORPORATION

This AGREEMENT AND PLAN OF MERGER, dated as of the 17th day of
March, 1995 (this "Agreement"), by and between SouthTrust of Georgia, Inc., a
Georgia corporation ("ST-Sub"), and Southern Bank Group, Inc., a Georgia
corporation and a registered bank holding company ("SBG"), and joined in by
SouthTrust Corporation, a Delaware corporation ("SouthTrust").

WITNESSETH THAT:

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

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

WHEREAS, SouthTrust, the sole shareholder of ST-Sub, will
deliver, or cause to be delivered, to the shareholders of SBG the consideration
to be paid pursuant to the Merger in accordance with the terms of this
Agreement; and

WHEREAS, SBG owns all the issued and outstanding capital stock
of The Northside Bank & Trust Company, a Georgia banking corporation
("Northside Bank"), and ST-Sub owns all of the issued and outstanding capital
stock of SouthTrust Bank of Georgia, N.A., a national banking association
("ST-Bank"), and it is contemplated that, in connection with the consummation
of this Agreement and pursuant to the terms of a certain Subsidiary Merger
Agreement (the "Subsidiary Merger Agreement"), Northside Bank will be merged
with and into ST-Bank;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants, representations, warranties and agreements herein contained,
the parties agree that SBG will be merged with and into ST-Sub and that the
terms and conditions of the Merger, the mode of carrying the Merger into
effect, including the manner of converting the shares of common stock of SBG,
par value $1.00 per share, into shares of common stock of SouthTrust, par value
of $2.50 per share, shall be as hereinafter set forth.

ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date. (a) Subject to
the provisions hereof, SBG shall be merged with and into ST-Sub (which has
heretofore and shall hereinafter be referred to as the "Merger") pursuant to
Sections 14-2-1101 et seq. of the Georgia Business Corporation Code, and ST-Sub
shall be the surviving corporation (sometimes hereinafter referred to as
"Surviving Corporation" when reference is made to it after the Effective Time
of the Merger (as defined below)). The Merger shall become effective on the
date and at the time on which the Articles of Merger have been duly filed with
the Secretary of State of Georgia, unless a later date is specified in such
Articles of Merger (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 SBG, the Effective Time of the Merger shall occur
within ten (10) business days following the later to occur of (i) the effective
date (including

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<PAGE> 94

expiration of any applicable waiting period) of the last required Consent (as
defined below) of any Regulatory Authority (as defined below) having authority
over the transactions contemplated under the Merger Agreement or the Subsidiary
Merger Agreement and (ii) the date on which the shareholders of SBG, to the
extent that their approval is required by applicable law, approve the
transactions contemplated by this Agreement. As used in this Agreement,
"Consent" shall mean a consent, approval or authorization, waiver, clearance,
exemption or similar affirmation by any person pursuant to any contract,
permit, law, regulation or order, and "Regulatory Authorities" shall mean,
collectively, the Federal Trade Commission (the "FTC"), the United States
Department of Justice (the "Justice Department"), the Board of Governors of the
Federal Reserve System (the "FRB"), the Office of Thrift Supervision (including
its predecessor, the Federal Home Loan Bank Board) (the "OTS"), the Office of
the Comptroller of the Currency (the "OCC"), the Federal Deposit Insurance
Corporation (the "FDIC"), the Georgia Department of Banking and Finance (the
"Georgia Department") and all other 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 SBG 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.

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

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

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

Section 1.4 Directors and Officers. From and after the Effective
Time of the Merger, the directors of the Surviving Corporation shall be those
persons theretofore serving as directors of ST-Sub and the officers of the
Surviving Corporation shall be those persons who are serving in such capacity
immediately prior to the Effective Time of the Merger, and such additional
persons, in each case, as SouthTrust, at or prior to the Effective Time of the
Merger, shall designate in writing.

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<PAGE> 95

Section 1.5 Stockholder Approval. This Agreement is subject to
the approval by the affirmative vote of the respective holders of at least a
majority of the outstanding capital stock of SBG and ST-Sub.

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of SBG 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 SBG, par value $1.00 (the "SBG Shares"):

(a) All SBG Shares which are held by SBG as treasury stock, if
any, shall be canceled and retired and no consideration shall
be paid or delivered in exchange therefor.

(b) Subject to the terms and conditions of this Agreement,
including, without limitation, Section 2.3 hereof and except
with regard to Dissenting SBG Shares (as hereinafter defined),
each SBG Share outstanding immediately prior to the Effective
Time of the Merger shall be converted into the right to
receive 0.5275665 shares of common stock of SouthTrust (and
the rights associated therewith issued pursuant to a Rights
Agreement dated February 22, 1989 between SouthTrust and
Mellon Bank, N.A.) (together, the "SouthTrust Shares") (such
fraction, as may be adjusted, as provided herein, being
hereinafter referred to as the "Conversion Ratio"). The
Conversion 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 this Agreement and
prior to the Effective Time of the Merger. The Conversion
Ratio also is subject to an adjustment, in the sole discretion
of SouthTrust, upon the occurrence of certain conditions
specified in Section 9.9 hereof.

(c) Each outstanding SBG Share, the holder of which has demanded
and perfected his demand for payment of the "fair" value of
such share in accordance with Sections 14-2-1301 et seq. of
the Georgia Business Corporation Code (the "Dissent
Provisions"), to the extent applicable, and has not
effectively withdrawn or lost his right to such appraisal (the
"Dissenting SBG 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. SBG
shall give SouthTrust prompt notice upon receipt by SBG of any
written objection to the Merger and any written demands for
payment of the fair value of SBG Shares, and of withdrawals of
such demands, and any other instruments provided to SBG
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 SBG Shares held by such Dissenting
Shareholder shall receive payment therefor from the Surviving
Corporation (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
SBG Shares shall be canceled. Neither SBG nor the Surviving
Corporation shall, except with the prior written consent of
SouthTrust, voluntarily make any payment with respect to, or
settle or offer to

A-8
<PAGE> 96

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
value, the SBG Shares held by such Dissenting Shareholder shall
thereupon be deemed to have been converted into the right to receive
the consideration to be issued in the Merger as provided by this
Agreement.

Section 2.2 SBG Stock Options and Related Matters. (a) As of
the Effective Time of the Merger, all rights with respect to the SBG Shares
issuable pursuant to the exercise of stock options ("SBG Options") granted by
SBG under stock option plans of SBG (the "SBG Stock Option Plans"), which are
outstanding at the Effective Time of the Merger, whether or not such SBG
Options are then exercisable, shall, subject to this section, be assumed by
SouthTrust in accordance with the terms of the particular SBG Stock Option Plan
under which such SBG Options were issued and the stock option agreement by
which such SBG Options are evidenced. From and after the Effective Time of the
Merger, (i) each SBG Option assumed by SouthTrust hereunder may be exercised
solely for SouthTrust Shares, (ii) the number of SouthTrust Shares subject to
such SBG Option shall be equal to the number of SBG Shares subject to such SBG
Option immediately prior to the Effective Time of the Merger multiplied by the
Conversion Ratio and (iii) the per share exercise price under each such SBG
Option shall be adjusted by dividing the per share exercise price under each
such SBG Option by the Conversion Ratio and rounding down to the nearest cent.

(b) At all times after the Effective Time of the Merger,
SouthTrust shall reserve for issuance such number of SouthTrust Shares as shall
be necessary to permit the exercise of the SBG Options in the manner
contemplated by this Agreement. At or prior to, or at the election of
SouthTrust within a reasonable time (not to exceed 30 days) after, the
Effective Time of the Merger, SouthTrust shall file a Registration Statement on
Form S-3 or Form S-8, as the case may be (or any successor or other appropriate
form), with respect to the SouthTrust Shares subject to the SBG Options and
shall use its best efforts to maintain the effectiveness of such registration
statement or registration statements (and maintain the current status of the
prospectus or prospectuses contained therein) for so long as any of the SBG
Options remain outstanding. SouthTrust shall make any filings required under
any applicable state securities laws to qualify the SouthTrust Shares subject
to such SBG Options for resale thereunder.

(c) The number of SouthTrust Shares subject to the SBG
Options to be assumed by SouthTrust hereunder and the exercise price thereof
shall, from and after the Effective Time of the Merger, be subject to
appropriate adjustment in the event of the occurrence of any transaction
described in Section 2.1(b) hereof if the record date with respect to such
transaction is on or after the Effective Time of the Merger.

(d) It is intended that the foregoing assumption of SBG
Options shall be undertaken in a manner that will not constitute a
"modification" as defined in Section 424 of the Code as to any stock option
which is an incentive stock option as defined in Section 422 of the Code. All
restrictions or limitations on transfer with respect to SBG Shares awarded
under a SBG Stock Option Plan ("Restricted Stock"), to the extent that such
restrictions or limitations shall not have already lapsed, shall remain in full
force and effect with respect to the SouthTrust Shares into which such
Restricted Stock is converted pursuant to this Agreement, unless such
restrictions arise under the Securities Act of 1933 and are eliminated by
virtue of the Registration Statement described in Section 6.6, below. Except
as otherwise provided herein, (i) the provisions of the SBG Stock Option Plans
that provide for the issuance or grant of any other interest in respect of the
capital stock of SBG shall be deleted as of the Effective Time of the Merger
and (ii) SBG shall take all reasonable steps to ensure that following the
Effective Time of the Merger no holder of SBG Options shall have any right
thereunder to acquire any equity securities of SBG.

(e) SBG acknowledges that the holders of SBG Options who
may become or be deemed to be executive officers or directors of SouthTrust
after the Effective Time of the Merger may be subject to the short-swing sale
restrictions of the Securities Exchange Act of 1934 and regulations promulgated
thereunder.

(f) At the election of SouthTrust, SBG shall use its best
efforts to procure from each holder of SBG Options, and shall deliver to
SouthTrust at the Closing, an executed acknowledgement of the treatment and
disposition of such holder's SBG Options, as provided for under Section 2.2 of
this Agreement.

Section 2.3 Fractional Shares. Notwithstanding any other
provision of this Agreement, each holder of SBG Shares converted pursuant to
the Merger, and each holder of SBG Options assumed by SouthTrust pursuant to
this Agreement, who would otherwise have been entitled to receive a fraction of
a SouthTrust Share (after taking into account all certificates delivered by
such holder), shall receive, in lieu thereof, cash (without interest) in an

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<PAGE> 97

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 in
the case of shares exchanged pursuant to the Merger or at the date of exercise
in the case of SBG Options to be exercised for SouthTrust Shares. The market
value of one SouthTrust Share at the Effective Time of the Merger or the date
of exercise, as the case may be, shall be the last sale price of such
SouthTrust Shares, as reported by The Nasdaq Stock Market-National Market
("Nasdaq") on the last business day preceding the Effective Time of the Merger
or the date of exercise, as the case may be, or, if the SouthTrust Shares
hereafter become listed for trading on any national securities exchange
registered under the Securities Exchange Act of 1934, the last sale price of
such SouthTrust Shares on the applicable date as reported on the principal
securities exchange on which the SouthTrust Shares are then listed for trading.
No such holder will be entitled to dividends, voting rights or any other rights
as a shareholder in respect of any fractional share.

Section 2.4 Effectuating Conversion (a) The Trust and Financial
Services Division of SouthTrust Bank of Alabama, National Association, or such
other institution as SouthTrust and SouthTrust Bank of Alabama, National
Association, may designate, shall serve as the exchange agent (the "Exchange
Agent"). The Exchange Agent may employ sub-agents in connection with
performing its duties. As of the Effective Time of the Merger, SouthTrust will
deliver or cause to be delivered to the Exchange Agent the consideration to be
paid by SouthTrust for the SBG Shares, along with the appropriate cash payment
in lieu of fractional interests in SouthTrust Shares. As promptly as
practicable after the Effective Time of the Merger, the Exchange Agent shall
send or cause to be sent to each former holder of record of SBG Shares
transmittal materials (the "Letter of Transmittal") for use in exchanging their
certificates formerly representing SBG Shares for the consideration provided
for in this Agreement. The Letter of Transmittal will contain instructions
with respect to the surrender of certificates representing SBG Shares and the
receipt of the consideration contemplated by this Agreement and will require
each holder of SBG Shares to transfer good and marketable title to such SBG
Shares to SouthTrust, free and clear of all liens, claims and encumbrances.
Amounts that would have been payable to Dissenting Shareholders for SBG Shares
but for the fact of their dissent in accordance with the provisions of Section
2.1(c) hereof shall be returned by the Exchange Agent to SouthTrust as promptly
as is practicable.

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

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

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

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

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

(d) In the event that the delivery of the consideration
contemplated by this Agreement and the amount of cash representing fractional
SouthTrust Shares are to be made to a person other than the person in

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<PAGE> 98

whose name any certificate representing SBG Shares surrendered is registered,
such certificate so surrendered shall be properly endorsed (or accompanied by
an appropriate instrument of transfer), with the signature(s) appropriately
guaranteed, and otherwise in proper form for transfer, and the person
requesting such delivery shall pay any transfer or other taxes required by
reason of the delivery to a person other than the registered holder of such
certificate surrendered or establish to the satisfaction of SouthTrust that
such tax has been paid or is not applicable.

(e) No holder of SBG Shares shall be entitled to receive
any dividends or distributions declared or made with respect to the SouthTrust
Shares with a record date before the Effective Time of the Merger. Neither the
consideration contemplated by this Agreement, any amount of cash representing
fractional SouthTrust Shares nor any dividend or other distribution with
respect to SouthTrust Shares where the record date thereof is on or after the
Effective Time of the Merger shall be paid to the holder of any unsurrendered
certificate or certificates representing SBG Shares, and SouthTrust shall not
be obligated to deliver any of the consideration contemplated by this
Agreement, any amount of cash representing fractional SouthTrust Shares or any
such dividend or other distribution with respect to SouthTrust Shares until
such holder shall surrender the certificate or certificates representing SBG
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 and which are payable to holders of
record of SouthTrust Shares on or after the Effective Time of the Merger and
prior to the surrender and exchange of the certificates, but if the payment
date is subsequent to the surrender, payment of such distributions shall be
made on the applicable payment date.

Section 2.5 Laws of Escheat. If any of the consideration due or
other payments to be paid or delivered to the holders of SBG Shares is not paid
or delivered within the time period specified by any applicable laws concerning
abandoned property, escheat or similar laws, and if such failure to pay or
deliver such consideration occurs or arises out of the fact that such property
is not claimed by the proper owner thereof, SouthTrust or the Exchange Agent
shall be entitled to dispose of any such consideration or other payments in
accordance with applicable laws concerning abandoned property, escheat or
similar laws. Any other provision of this Agreement notwithstanding, none of
SBG, SouthTrust, ST-Sub, the Exchange Agent, nor any other person acting on
their behalf shall be liable to a holder of SBG 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 SBG

SBG hereby represents and warrants to ST-Sub 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) SBG is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Georgia. SBG 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 SBG is duly licensed or qualified to do business in
Georgia and elsewhere where the nature of the business conducted by it or the
character or location of the properties and assets owned or leased by it make
such qualification necessary, except where the failure to be so licensed or
qualified would not have a material adverse effect on the business, assets,
operations, financial condition or results of operations of SBG (such business,
assets, operations, financial condition or results of operations hereinafter
collectively referred to as the "Condition of SBG") on a consolidated basis.
SBG 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 or
Certificate of Incorporation of SBG and the Bylaws of SBG, each as amended to
the date hereof, have been delivered to SouthTrust.

(b) Northside Bank is a Georgia banking corporation duly
organized, validly existing and in good standing under the laws of Georgia.
Northside 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 Northside Bank is duly licensed or qualified to do
business in each jurisdiction in which the nature of the business conducted

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<PAGE> 99

by it or the character or location of the properties and assets owned or leased
by it makes such licensing or qualification necessary, except where the failure
to be so licensed or qualified would not have a material adverse effect on the
Condition of the Bank. True and correct copies of the Articles of
Incorporation and the Bylaws of Northside Bank, as amended to the date hereof,
have been delivered to SouthTrust.

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

(d) Except for Northside Bank and Southern Mortgage
Group, Inc. (which is inactive as of the date hereof), SBG does not own any
capital stock of any subsidiary, and Northside Bank does not own any capital
stock of any subsidiary; SBG and Northside Bank do not have any interest in any
partnership or joint venture; for purposes of this Agreement, a "subsidiary"
means any corporation or other entity of which the party referred to
beneficially owns, controls, or has the power to vote, directly or indirectly,
more than 5% of the outstanding equity securities.

(e) The minute books of SBG, Northside Bank and their
respective subsidiaries contain complete and accurate records in all material
respects of all meetings and other corporate actions held or taken by their
respective shareholders and Boards of Directors (including all committees
thereof).

Section 3.2 Capitalization. (a) The authorized capital stock of
SBG consists of 10,000,000 shares of common stock, par value $1.00
(hereinbefore and hereinafter referred to as "SBG Shares"), 1,838,601 shares of
which as of the date hereof are issued and outstanding (none of which is held
in the treasury of SBG). All of the issued and outstanding SBG 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 SBG, or any securities or rights convertible
into or exchangeable for shares of capital stock of SBG, except for options to
purchase 87,393 SBG Shares (which are described in more detail in Disclosure
Schedule 3.2).

(b) The authorized capital stock of Northside Bank
consists of 5,000,000 shares of common stock, par value $5.00 per share,
1,000,000 shares of which as of the date hereof are issued and outstanding
(none of which is held in the treasury of the Northside Bank) (the "Northside
Bank Shares"). All of the issued and outstanding Northside 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 Northside Bank, or any securities or rights
convertible into or exchangeable for shares of capital stock of Northside Bank.

(i) are owned by SBG; and

(ii) are so owned free and clear of all liens and
encumbrances and adverse claims thereto.

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

(b) Northside Bank has previously delivered to SouthTrust
copies of the Call Reports of Northside Bank as of and for the years ended
December 31, 1993, 1992 and 1991, and the Call Reports of Northside Bank as of
and for the periods ended March 31, 1994, June 31, 1994 and September 30, 1994,
and Northside Bank shall deliver to SouthTrust, as soon as practicable
following the preparation of additional Call Reports for each

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subsequent calendar quarter (or other reporting period) or year of Northside
Bank, the Call Reports of Northside Bank as of and for each such subsequent
calendar quarter (or other reporting period) or year (such Call Reports, unless
otherwise indicated, being hereinafter referred to collectively as the "Call
Reports of Northside Bank").

(c) SBG has previously delivered to SouthTrust copies of
the consolidated financial statements of SBG as of and for the years ended
December 31, 1993, 1992 and 1991, and the consolidated financial statements of
SBG as of and for the periods ended March 31, 1994, June 30, 1994, and
September 30, 1994, and SBG shall deliver to SouthTrust, as soon as practicable
following the preparation of additional consolidated financial statements for
each subsequent calendar quarter (or other reporting period) or year of SBG,
the consolidated financial statements of SBG as of and for such subsequent
calendar quarter (or other reporting period) or year (such financial
statements, unless otherwise indicated, being hereinafter referred to
collectively as the "Financial Statements of SBG").

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

(e) To the extent not prohibited by law, SBG 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
SBG, Northside Bank or any of their respective subsidiaries with the Regulatory
Authorities, and will from time to time hereafter furnish, or cause Northside
Bank to 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 September 30, 1994, none of SBG, Northside Bank
or any of their respective subsidiaries has 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 SBG on a consolidated basis, except obligations and liabilities
(i) which are accrued or reserved against in the Financial Statements of SBG,
the Financial Statements of Northside Bank or the Call Reports of Northside
Bank, or reflected in the notes thereto, or (ii) which were incurred after
September 30, 1994, in the ordinary course of business consistent with past
practices. Since September 30, 1994, neither SBG nor Northside Bank have
incurred or paid any obligation or liability which would be material to the
Condition of SBG on a consolidated basis, except as may have been incurred or
paid in the ordinary course of business, consistent with past practices.

Section 3.4 Loan Portfolio. Except as set forth in Disclosure
Schedule 3.4, (i) all evidences of indebtedness in original principal amount in
excess of $10,000 reflected as assets in the Financial Statements of SBG, the
Financial Statements of Northside Bank and the Call Reports of Northside Bank
as of and for the year ended December 31, 1993 and the periods ended March 31,
1994, June 30, 1994 and September 30, 1994 were as of such dates in all
respects to the knowledge of SBG or Northside Bank the binding obligations of
the respective obligors named therein in accordance with their respective
terms, (ii) the allowances for possible loan losses shown on the Financial
Statements of SBG, the Financial Statements of Northside Bank and the Call
Reports of Northside Bank as of and for the year ended December 31, 1993 and
the periods ended March 31, 1994, June 30, 1994 and September 30, 1994 were,
and the allowance for possible loan losses to be shown on the Financial
Statements of SBG, the Financial Statements of Northside Bank and the Call
Reports of Northside 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 SBG and Northside Bank
and other extensions of credit (including letters of credit or commitments to
make loans

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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(d).

Section 3.5 Certain Loans and Related Matters. Except as set
forth in Disclosure Schedule 3.5, none of SBG, Northside Bank or any of their
respective subsidiaries are, as of the date hereof, parties to any written or
oral: (i) loan agreement, note or borrowing arrangement, other than credit card
loans and other loans the unpaid balance of which does not exceed $10,000 per
loan, under the terms of which the obligor is sixty (60) days delinquent in
payment of principal or interest or, to the knowledge of SBG or Northside Bank,
in default of any other provision as of the date hereof; (ii) loan agreement,
note or borrowing arrangement which has been classified or, in the exercise of
reasonable diligence by SBG, Northside Bank, their respective subsidiaries or
any Regulatory Authority, should have been classified as "substandard,"
"doubtful," "loss," "other loans especially mentioned", "other assets
especially mentioned" or any comparable classifications by such persons; (iii)
loan agreement, note or borrowing arrangement, including any loan guaranty,
with any director or executive officer of SBG, Northside Bank or any of their
respective subsidiaries or any ten percent (10%) shareholder of SBG, 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 SBG,
Northside Bank or any of their respective subsidiaries including, but not
limited to, those promulgated, interpreted or enforced by any of the Regulatory
Authorities and which violation could have a material adverse effect on the
Condition of SBG on a consolidated basis. As of the date of any Financial
Statement of SBG, any Financial Statement of Northside Bank and any Call Report
of Northside Bank subsequent to the execution of this Agreement, including the
date of the Financial Statements of SBG, the Financial Statements of Northside
Bank, and the Call Reports of Northside Bank that immediately precede the
Effective Time of the Merger, there shall not have been any material increase
in the loan agreements, notes or borrowing arrangements described in (i)
through (iv) above and Disclosure Schedule 3.5.

Section 3.6 Authority; No Violation. (a) SBG has full corporate
power and authority to execute and deliver this Agreement and, subject to the
approval of the shareholders of SBG and to the receipt of the Consents of the
Regulatory Authorities, to consummate the transactions contemplated hereby.
The Board of Directors of SBG 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 SBG's shareholders for approval at a
meeting of such shareholders and, except for the adoption of such Agreement by
its shareholders and receipt of the fairness opinion described in Section 9.10,
no other corporate proceedings on the part of SBG are necessary to consummate
the transactions so contemplated. This Agreement, when duly and validly
executed by SBG and delivered by SBG, will constitute a valid and binding
obligation of SBG, and will be enforceable against SBG 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 SBG nor the consummation by SBG of the transactions contemplated hereby, nor
compliance by SBG with any of the terms or provisions hereof, will (i) violate
any provision of the Articles of Incorporation or Bylaws of SBG or the Articles
of Incorporation or Bylaws of Northside Bank, (ii) to SBG's knowledge 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 SBG,
Northside Bank or any of their respective subsidiaries or any of their
respective 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 respective properties or assets of SBG, Northside Bank or any of their
respective subsidiaries 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 SBG, Northside Bank
or any of their respective subsidiaries is a party, or by which any of them or
any of their respective properties or assets may be bound or affected.

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

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of SBG at which the Merger is to be considered (the "Proxy Statement"); (ii)
the Consents of the Georgia Department, the FRB and, in the case of the
Subsidiary Merger Agreement, the OCC; (iii) approval of this Agreement by the
shareholders of ST-Sub and SBG; (iv) filing of Articles of Merger with the
State of Georgia; and (v) as set forth in Disclosure Schedule 3.7, no Consents
of any person are necessary in connection with the execution and delivery by
SBG of this Agreement, and the consummation by SBG of the Merger and the other
transactions contemplated hereby.

Section 3.8 Broker's Fees. None of SBG, Northside Bank or any of
their respective subsidiaries, nor any of their respective 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. 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 SBG Shares or (ii) any change or any event involving a prospective change
in the Condition of SBG on a consolidated basis which has had, or is reasonably
likely to have, a material adverse effect on the Condition of SBG on a
consolidated basis or on SBG, Northside Bank or any of their respective
subsidiaries generally, including, without limitation any change in the
administration or supervisory standing or rating of SBG, Northside Bank or any
of their respective subsidiaries with any Regulatory Authority, and no fact or
condition exists as of the date hereof which might reasonably be expected to
cause any such event or change in the future.

Section 3.10 Legal Proceedings; Etc. Except as set forth in
Disclosure Schedule 3.10, none of SBG, Northside Bank or any of their
respective subsidiaries is a party to any, and there are no pending or, to the
knowledge of SBG, Northside Bank and their respective subsidiaries, threatened,
judicial, administrative, arbitral or other proceedings, claims, actions,
causes of action or governmental investigations against SBG, Northside Bank or
any of their respective subsidiaries challenging the validity of the
transactions contemplated by this Agreement and, to the knowledge of SBG,
Northside Bank and their respective subsidiaries as of the date hereof, there
is no material proceeding, claim, action or governmental investigation against
SBG, Northside Bank or any of their respective subsidiaries; no judgment,
decree, injunction, rule or order of any court, governmental department,
commission, agency, instrumentality or arbitrator is outstanding against SBG,
Northside Bank or any of their respective subsidiaries which has a material
adverse effect on the Condition of SBG on a consolidated basis; there is no
default by SBG, Northside Bank or any of their respective subsidiaries under
any material contract or agreement to which SBG, Northside Bank or any of their
respective subsidiaries is a party; and none of SBG, Northside Bank or any of
their respective subsidiaries is a party to any agreement, order or memorandum
in writing by or with any Regulatory Authority restricting the operations of
SBG, Northside Bank or any of their respective subsidiaries and none of SBG,
Northside Bank or any of their respective subsidiaries has 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) SBG has previously
delivered or made available to SouthTrust copies of the federal income tax
returns of SBG and, if consolidated returns do not exist for all periods, of
Northside Bank and each of their respective subsidiaries, for the years
December 31, 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 schedules and exhibits thereto, when such return is filed,
and, to the knowledge of SBG, Northside Bank and their respective subsidiaries,
such returns have not been examined by the Internal Revenue Service. Except as
reflected in Disclosure Schedule 3.11, SBG, Northside Bank and their respective
subsidiaries have duly filed in correct form all federal, state and local
information returns and tax returns required to be filed by either of them on
or prior to the date hereof, and SBG, Northside Bank and their respective
subsidiaries have duly paid or made adequate provisions for the payment of all
taxes and other governmental charges which have been incurred or are due or
claimed to be due from either of them by any federal, state or local taxing
authorities (including, without limitation, those due in respect of the
properties, income, business, capital stock, deposits, franchises, licenses,
sales and payrolls of SBG, Northside Bank and their respective subsidiaries)
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
SBG, the Financial Statements of Northside Bank and the Call Reports of
Northside 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.
Neither SBG

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nor any of its subsidiaries is responsible for the taxes of any other person
other than SBG and its subsidiaries, 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
SBG, Northside Bank and their respective subsidiaries from their 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
SBG, Northside Bank and their respective subsidiaries 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 either SBG or Northside Bank in the Financial Statements of SBG or the
Financial Statements of Northside Bank, as the case may be.

Section 3.12 Employee Benefit Plans. (a) None of SBG, Northside
Bank or any of their respective subsidiaries has or maintains 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) None of SBG, Northside Bank or any of their
respective subsidiaries (or any pension plan maintained by either of them) has
incurred any liability to the Pension Benefit Guaranty Corporation ("PBGC") or
the Internal Revenue Service with respect to any pension plan qualified under
Section 401 of the Code, except liabilities to the PBGC pursuant to Section
4007 of ERISA, all which have been fully paid. No reportable event under
Section 4043(b) of ERISA (including events waived by PBGC regulation) has
occurred with respect to any such pension plan.

(c) None of SBG, Northside Bank or any of their
respective subsidiaries has 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 SBG, Northside Bank and their respective
subsidiaries comply, in all material respects with ERISA. None of SBG,
Northside Bank or any of their respective subsidiaries has any material
liability under any such plan that is not reflected in the Financial Statements
of SBG or the Call Reports of Northside 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
SBG, Northside Bank or any of their respective subsidiaries (i) which would
result in the imposition, directly or indirectly, of a material excise tax
under Section 4975 of the Code or a material civil penalty under Section 502(i)
of ERISA, or (ii) the correction of which would have a material adverse effect
on the Condition of SBG, Northside Bank or any of their respective
subsidiaries; and, to the best knowledge of SBG, Northside Bank and their
respective subsidiaries no actions have occurred which could result in the
imposition of a penalty under any section or provision of ERISA.

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

(g) Except as described in Disclosure Schedule 3.12(g),
neither the execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will (i) result in any material payment
(including, without limitation, severance, unemployment compensation, golden
parachute or otherwise) becoming due to any director or any officer or employee
of SBG, Northside Bank or any of their respective subsidiaries under any
benefit plan or otherwise, (ii) materially increase any benefits otherwise
payable under any benefit plan or (iii) result in any acceleration of the time
of payment or vesting of any such benefits to any material extent.

Section 3.13 Title and Related Matters. (a) Except as set forth
in Disclosure Schedule 3.13(a), SBG, Northside Bank and their respective
subsidiaries have good title, and as to owned real property, have good and
marketable title in fee simple absolute, to all assets and properties, real or
personal, tangible or intangible, reflected

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as owned by or leased or subleased by or carried under the name of either of
them on the Financial Statements of SBG, the Financial Statements of Northside
Bank, or the Call Reports of Northside 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 SBG, the Financial Statements of Northside Bank, and
the Call Reports of Northside 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 the Condition of SBG on
a consolidated basis.

(b) All agreements pursuant to which SBG, Northside Bank
or any of their respective subsidiaries leases, subleases or licenses material
real or material personal properties from others are valid, binding and
enforceable in accordance with their respective terms, and there is not, under
any of such leases or licenses, any existing default or event of default, or
any event which with notice or lapse of time, or both, would constitute a
default or force majeure, or provide the basis for any other claim of excusable
delay or nonperformance, except for defaults which individually or in the
aggregate would not have a material adverse effect on the Condition of SBG on a
consolidated basis.

(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 SBG, Northside Bank and their
respective subsidiaries 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 SBG, Northside
Bank and their respective subsidiaries 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 SBG, Northside Bank or
any of their respective subsidiaries or in which SBG, Northside Bank or any of
their respective subsidiaries 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 SBG, Northside
Bank or any of their respective subsidiaries is the lessee of any real property
and which relates in any manner to the operation of the businesses of SBG,
Northside Bank or any of their respective subsidiaries. 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 SBG,
Northside Bank or any of their respective subsidiaries, as appropriate, from
exercising and obtaining the benefits of any options or other rights contained
therein, except for defaults which individually or in the aggregate would not
have a material adverse effect on the Condition of SBG on a consolidated basis.
Except as set forth in Disclosure Schedule 3.14(b), SBG, Northside Bank and
their respective subsidiaries have 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. SBG, Northside Bank and their respective
subsidiaries have the right under each such lease and sublease to occupy, use,
possess, and control all property leased or subleased by SBG, Northside Bank
and their respective subsidiaries and, as of the Effective Time of the Merger,
shall have the right to transfer each lease or sublease pursuant to this
Agreement.

(c) To the knowledge of SBG or Northside Bank, none of
SBG, Northside Bank or any of their respective subsidiaries has violated, or is
currently in violation of, any law, regulation or ordinance relating to the
ownership or use of the real estate and real estate interests described in
Disclosure Schedules 3.14(a) and 3.14(b) including, but not limited to any law,
regulation or ordinance relating to zoning, building, occupancy, environmental
or comparable matter which individually or in the aggregate would have a
material adverse effect on the Condition of SBG on a consolidated basis.

(d) Except as described in Disclosure Schedule 3.14(d),
as to each parcel of real property owned or used by SBG, Northside Bank or any
of their respective subsidiaries, none of SBG, Northside Bank or

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any of their respective subsidiaries has received notice of any pending or, to
the knowledge of SBG, Northside Bank and their respective subsidiaries
threatened condemnation proceedings, litigation proceedings or mechanics or
materialmen's liens.

Section 3.15 Environmental Matters.

(a) Each of SBG, Northside Bank, their respective
subsidiaries, 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 the Condition of SBG on a consolidated basis.

(b) There is no litigation pending or, to the knowledge
of SBG, Northside Bank and their respective subsidiaries, threatened before any
court, governmental agency or board or other forum in which SBG, Northside Bank
or any of their respective subsidiaries 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 SBG, Northside Bank or any of their
respective subsidiaries or any Participation Facility, except for such
litigation pending or threatened that will not, individually or in the
aggregate, have a material adverse effect on the Condition of SBG on a
consolidated basis.

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

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

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

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

(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,

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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 SBG,
Northside Bank or any of their respective subsidiaries, or in which SBG,
Northside Bank or any of their respective subsidiaries 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 SBG, Northside Bank or any
of their respective subsidiaries participate 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, none of SBG, Northside Bank or any of their
respective subsidiaries is 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 SBG, Northside Bank or
any of their respective subsidiaries);

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

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

Section 3.17 Regulatory Matters. None of SBG, Northside Bank or
any of their respective subsidiaries has agreed to take any action or has any
knowledge of any fact or has agreed to any circumstance that would materially
impede or delay receipt of any Consents of any Regulatory Authorities referred
to in this Agreement including, matters relating to the Community Reinvestment
Act and protests thereunder.

Section 3.18 Registration Obligations. None of SBG, Northside
Bank or any of their respective subsidiaries is 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. SBG and Northside Bank are presently
insured, and during each of the past three calendar years have been insured,
for reasonable amounts against such risks as companies or institutions engaged
in a similar business would, in accordance with good business practice,
customarily be insured. To the knowledge of SBG, Northside Bank and their
respective subsidiaries, the policies of fire, theft, liability and other
insurance maintained with respect to the assets or businesses of SBG, Northside
Bank and their respective subsidiaries provide adequate coverage against loss,
and the fidelity bonds in effect as to which SBG, Northside Bank or any of
their respective subsidiaries is named an insured are sufficient for their
purpose. Such policies of insurance are listed and described in Disclosure
Schedule 3.20.

Section 3.21 Labor. No work stoppage involving SBG, Northside
Bank or any of their respective subsidiaries is pending as of the date hereof
or, to the knowledge of SBG, Northside Bank and their respective subsidiaries,
threatened. None of SBG, Northside Bank or any of their respective
subsidiaries is involved in, or, to the knowledge of SBG, Northside Bank and
their respective subsidiaries, threatened with or affected by, any

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proceeding asserting that SBG, Northside Bank or any of their respective
subsidiaries has committed an unfair labor practice or any labor dispute,
arbitration, lawsuit or administrative proceeding which might reasonably be
expected to have a material adverse effect on the Condition of SBG on a
consolidated basis. No union represents or claims to represent any employees
of SBG, Northside Bank or any of their respective subsidiaries, and, to the
knowledge of SBG, Northside Bank and their respective subsidiaries, no labor
union is attempting to organize employees of SBG, Northside Bank or any of
their respective subsidiaries.

Section 3.22 Compliance with Laws. Each of SBG, Northside Bank
and their respective subsidiaries has conducted its business in accordance with
all applicable federal, foreign, state and local laws, regulations and orders,
and each is in compliance with such laws, regulations and orders, except for
such violations or non-compliance, which when taken together as a whole, will
not have a material adverse effect on the Condition of SBG on a consolidated
basis. Except as disclosed in Disclosure Schedule 3.22, none of SBG, Northside
Bank or any of their respective subsidiaries:

(a) To the knowledge of SBG and Northside Bank, is in
violation of any laws, orders or permits applicable
to its business or the employees or agents or
representatives conducting its business, except for
violations which individually or in the aggregate do
not have and will not have a material adverse effect
on the Condition of SBG on a consolidated basis; and

(b) Has 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 SBG, Northside Bank or any
of their respective subsidiaries is not in compliance
with any laws or orders which such governmental
authority or Regulatory Authority enforces, where
such noncompliance is not reasonably likely to have a
material adverse effect on the Condition of SBG on a
consolidated basis, (ii) threatening to revoke any
permit, the revocation of which is reasonably likely
to have a material adverse effect on the Condition of
SBG on a consolidated basis, (iii) requiring SBG,
Northside Bank or any of their respective
subsidiaries 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 SBG, Northside Bank
or any of their respective subsidiaries, 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 Northside Bank at the time such deposits were
entered into, (b) the loans to directors or executive officers listed on
Disclosure Schedule 3.5, (c) the agreements listed on Disclosure Schedule 3.16,
and (d) the items described on Disclosure Schedule 3.23, there are no contracts
with or commitments to present or former stockholders, directors, officers or
employees involving the expenditure of more than $1,000 as to any one
individual, including, with respect to any business directly or indirectly
controlled by any such person, or $5,000 for all such contracts for commitments
in the aggregate for all such individuals.

Section 3.24 Proxy Materials. None of the information relating to
SBG, Northside Bank or any of their respective subsidiaries to be included in
the Proxy Statement which is to be mailed to the shareholders of SBG 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 (including as supplemented) 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 SBG, Northside Bank and their
respective subsidiaries.

Section 3.25 Deposit Insurance. The deposit accounts of Northside
Bank are insured by the Bank Insurance Fund in accordance with the provisions
of the Federal Deposit Insurance Act (the "Act"); Northside 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 SBG contains any untrue statement of a material fact or omits

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to state a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-SUB

SouthTrust and ST-Sub hereby represent and warrant to SBG 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 would not have a material adverse effect
on the business, assets, operations, financial condition or results of
operations of SouthTrust on a consolidated basis (the "Condition of
SouthTrust"). 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
SBG.

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

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

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

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

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

Section 4.3 Capitalization. As of December 31, 1994, the
authorized capital stock of SouthTrust consisted of 200,000,000 shares of
common stock, par value $2.50 per share, ________________ 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

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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 4.4 Authorization. The execution, delivery, and
performance of this Agreement, and the consummation of the transactions
contemplated hereby and in any related agreements, have been or, as of the
Effective Time of the Merger and prior to the mailing of the Proxy Statement to
shareholders of SBG, will have been duly authorized by the Boards of Directors
of SouthTrust and ST-Sub, and no other corporate proceedings on the part of
SouthTrust or ST-Sub are or will be necessary to authorize this Agreement and
the transactions contemplated hereby. This Agreement is the valid and binding
obligation of SouthTrust and ST-Sub enforceable against each in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors rights generally and except that the availability
of the equitable remedy of specific performance or injunctive relief is subject
to the discretion of the court before which any proceeding may be brought.
Neither the execution, delivery or performance of this Agreement nor the
consummation of the transactions contemplated hereby will (i) violate any
provision of the Restated Certificate of Incorporation or Bylaws of SouthTrust
or the Articles or Certificate of Incorporation or Bylaws of ST-Sub or, (ii) to
SouthTrust's knowledge and assuming that any necessary Consents are duly
obtained, (A) violate, conflict with, result in a breach of any provisions of,
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, result in the termination of, accelerate the
performance required by or result in the creation of any lien, security
interest, charge or other encumbrance upon any of the properties or assets of
SouthTrust or ST-Sub under, any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, deed of trust, license, permit, lease,
agreement or other instrument or obligation to which SouthTrust or ST-Sub is a
party, or by which SouthTrust or ST-Sub or any of their respective properties
or assets may be bound or affected, (B) violate any statute, code, ordinance,
rule, regulation, judgment, order, writ, decree or injunction applicable to
SouthTrust or ST-Sub or any of their respective material properties or assets,
except for (X) such conflicts, breaches or defaults as are set forth in
Disclosure Schedule 4.4; and (Y) with respect to (B) and (C) above, such as
individually or in the aggregate will not have a material adverse effect on the
Condition of SouthTrust on a consolidated basis.

Section 4.5 Financial Statements. (a) SouthTrust has made
available to SBG 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 March 31, 1994, June 30, 1994, and September 30, 1994, and
SouthTrust will make available to SBG, as soon as practicable following the
preparation of additional consolidated financial statements for each subsequent
calendar quarter or year of SouthTrust, the consolidated financial statements
of SouthTrust as of and for such subsequent calendar quarter or year (such
consolidated financial statements, unless otherwise indicated, being
hereinafter referred to collectively as the "Financial Statements of
SouthTrust").

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

(c) Since December 31, 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 4.6 Absence of Certain Changes or Events. Since December
31, 1993, there has not been any material adverse change in the Condition of
SouthTrust on a consolidated basis, and to the knowledge of

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SouthTrust, no fact or condition exists which might reasonably be expected to
cause such a material adverse change in the future.

Section 4.7 Legal Proceedings, Etc. Except as set forth on
Disclosure Schedule 4.7 hereto, SouthTrust is not a party to any, and there are
no pending, or, to the knowledge of SouthTrust, threatened, legal,
administrative, 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 4.8 Insurance. SouthTrust has in effect insurance
coverage with insurers which, in respect of amounts, premiums, types and risks
insured, constitutes reasonably adequate coverage against all risks customarily
insured against by institutions comparable in size and operation to SouthTrust.

Section 4.9 Consents and Approvals. Except for (i) the filing by
SouthTrust of the Registration Statement which shall include the Proxy
Statement with the SEC and the review and clearance thereof by the SEC (ii) the
Consents of the Georgia Department, the FRB and, in the case of the Subsidiary
Merger Agreement, the OCC; (iii) approval of this Agreement by the respective
shareholders of ST-Sub and SBG; (iv) filing of Articles of Merger with the
State of Georgia; and (v) as previously disclosed, no consents or approvals by,
or filings or registrations with, any third party or any public body, agency or
authority are necessary in connection with the execution and delivery by
SouthTrust and ST-Sub or, to the knowledge of SouthTrust, by SBG of this
Agreement, and the consummation of the Merger and the other transactions
contemplated hereby.

Section 4.10 Accounting, Tax, Regulatory Matters. SouthTrust has
not agreed to take any action, has no knowledge of any fact and has not agreed
to any circumstance that would (i) prevent the transactions contemplated
hereby, including the Merger, from qualifying as a reorganization within the
meaning of Section 368 of the Code, or (ii) materially impede or delay receipt
of any Consent from any Regulatory Authority referred to in the Agreement,
including matters relating to the Community Reinvestment Act and protests
thereunder.

Section 4.11 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 SBG 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 SBG to which such Proxy Statement relates, be false or
misleading with respect to any material fact, or omit to state any material
fact necessary in order to make a statement therein not false or misleading.
The legal responsibility for the contents of the information supplied by
SouthTrust and relating solely to SouthTrust which is either included or
incorporated by reference in the Proxy Statement shall be and remain with
SouthTrust.

Section 4.12 No Broker's or Finder's Fees. Neither SouthTrust nor
ST-Sub or any of their subsidiaries, affiliates or employers has employed any
broker or finder or incurred any liability for any broker's fees, commissions
or finder's fees in connection with this Agreement or the consummation of any
of the transactions contemplated herein.

Section 4.13 Untrue Statements and Omissions. No representation
or warranty contained in Article IV of this Agreement or in the Disclosure
Schedules of SouthTrust or ST-Sub contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

Section 4.14 Compliance with Laws. SouthTrust has conducted its
business in accordance with all applicable federal, foreign, state and local
laws, regulations and orders and is in compliance with such laws, regulations
and orders, except for such violations or noncompliance, which when taken
together as a whole, will not have a material adverse effect on the Condition
of SouthTrust. Except as disclosed in Disclosure Schedule 4.14, SouthTrust:

(a) To its knowledge, is not in violation of any laws,
orders or permits applicable to its business or the employees or agents or
representatives conducting its business, except for violations which
individually or in the aggregate do not have and will not have a material
adverse effect on the Condition of SouthTrust on a consolidated basis; and

(b) Has not received a notification or communication from
any agency or department of federal, state or local government or the
Regulatory Authorities or the staff thereof (i) asserting that SouthTrust is
not in

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compliance with any laws or orders which such governmental authority or
Regulatory Authority enforces, where such noncompliance is reasonably likely to
have a material adverse effect on the Condition of SouthTrust on a consolidated
basis, (ii) threatening to revoke any permit, the revocation of which is
reasonably likely to have a material adverse effect on the Condition of
SouthTrust on a consolidated basis, (iii) requiring SouthTrust to enter into
any cease and desist order, formal agreement, commitment or memorandum of
understanding, or to adopt any resolutions or similar undertakings, or (iv)
directing, restricting or limiting, or purporting to direct, restrict or limit
in any manner, the operations of SouthTrust, including, without limitation, any
restrictions on the payment of dividends.

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of SBG. (a) During the
period from the date of this Agreement to the Effective Time of the Merger, SBG
shall, and shall cause Northside Bank and each direct or indirect subsidiary
to, (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, in any material respect, of SBG 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, SBG
shall not, and it shall not permit Northside Bank or any of their respective
subsidiaries, without the prior written consent of SouthTrust, to:

(i) change, delete or add any provision of or to the Articles of
Incorporation or Bylaws of SBG, Northside Bank or any of their
respective subsidiaries;

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

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

(iv) make any capital expenditures individually in excess of
$25,000, or in the aggregate in excess of $50,000 other than
pursuant to binding commitments existing on December 31, 1994
and disclosed in a Disclosure Schedule delivered pursuant to
Article III of this Agreement or in the annexed Schedule
5.1(b)(iv) and other than expenditures necessary to maintain
existing assets in good repair;

(v) sell, transfer, convey or otherwise dispose of any real
property (including "other real estate owned") or interest
therein having a book value in excess of or in exchange for
consideration in excess of $10,000;

(vi) except for the bonuses to be paid to the employees identified
in Disclosure Schedule 5.1(b)(vi)(A), which bonuses are to be
paid as of the Effective Time of the Merger in the respective
amounts set forth in Disclosure Schedule 5.1(b)(vi)(A) to such
employees who remain employed by SBG or Northside Bank

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through the Effective Time of the Merger in the same or
similar capacities in which such employees are employed as of
the date hereof, and except for the payment described in the
letter agreement annexed hereto as Disclosure Schedule
5.1(b)(vi)(B), pay any bonuses to any employee; 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 SBG, Northside Bank or any of
their respective subsidiaries that involves an aggregate of
$10,000; or

(viii) acquire twenty percent (20%) or more of the assets or equity
securities of any person or acquire direct or indirect control
of any person, other than in connection with (A) any internal
reorganization or consolidation involving existing
subsidiaries of SBG or Northside Bank which has been approved
in advance in writing by SouthTrust, (B) foreclosures 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, SBG 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 SBG. SBG will promptly notify SouthTrust of any material change
in the normal course of business or the operations or the properties of SBG,
Northside Bank or any of their respective subsidiaries, any governmental
complaints, investigations or hearings (or communications indicating that the
same may be contemplated) affecting SBG, Northside Bank or their respective
subsidiaries, the institution or the threat of material litigation, claims,
threats or causes of action involving SBG, Northside Bank or any of their
respective subsidiaries, and will keep SouthTrust fully informed of such
events. SBG will furnish to SouthTrust, promptly after the preparation and/or
receipt by SBG 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 SBG, the
Financial Statements of Northside Bank and the Call Reports of Northside Bank.

Section 5.3 Access to Properties; Personnel and Records. (a) So
long as this Agreement shall remain in effect, SBG, Northside Bank and their
respective subsidiaries, shall permit SouthTrust or its agents full access,
during normal business hours, to the properties of SBG, Northside Bank and
their respective subsidiaries, 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 SBG, Northside Bank or their respective subsidiaries,
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 SBG, Northside Bank and
their respective subsidiaries shall use their reasonable best efforts to
provide SouthTrust and its representatives access

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to the work papers of SBG's, Northside Bank's and their respective
subsidiaries' accountants. SBG, Northside Bank and their respective
subsidiaries 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 SBG,
Northside Bank and their respective subsidiaries 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 SBG, Northside Bank or their respective subsidiaries.

(b) As long as this Agreement shall remain in effect,
SouthTrust and ST-Sub shall permit SBG or its agents reasonable access, during
normal business hours, to such of the properties of SouthTrust and ST-Sub, and
shall disclose and make available (together with the right to copy) to SBG and
to its attorneys, accountants and other representatives, documents, bylaws,
contracts and agreements, filings with any regulatory agency, examination
reports, correspondence with regulatory or taxing authorities and such other
materials as, in light of the structure of the transactions contemplated by
this Agreement, including the relative sizes of SouthTrust and SBG, are
customary and reasonable under the circumstances. Without limiting the
foregoing, SouthTrust shall not be required to provide access to or to disclose
information where such access or disclosure would violate or prejudice the
rights of any customer, would contravene any law, rule, regulation, order or
judgement or would violate any confidentiality agreement. The foregoing rights
granted to SBG shall not, whether or not and regardless of the extent to which
the same are exercised, affect the representations and warranties made in this
Agreement by SouthTrust and ST-Sub.

(c) All information furnished by the parties hereto
pursuant to this Agreement shall be treated as the sole property of the party
providing such information until the consummation of the Merger contemplated
hereby and, if such transaction shall not occur, the party receiving the
information shall return to the party which furnished such information, all
documents or other materials containing, reflecting or referring to such
information, shall use its best efforts to keep confidential all such
information, and shall not directly or indirectly use such information for any
competitive or other commercial purposes. The obligation to keep such
information confidential shall continue for two (2) years from the date the
proposed transactions are abandoned but shall not apply to (i) any information
which (A) the party receiving the information was already in possession of
prior to disclosure thereof by the party furnishing the information, (B) was
then available to the public, or (C) became available to the public through no
fault of the party receiving the information; or (ii) disclosures pursuant to a
legal requirement or in accordance with an order of a court of competent
jurisdiction or regulatory agency; provided that the party which is the subject
of any such legal requirement or order shall 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 SBG Shareholders. SBG 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. Subject to the
receipt of the fairness opinion described in Section 9.10 hereof (if not
waived), the Board of Directors of SBG will recommend to its shareholders the
approval of this Agreement and the transactions contemplated hereby and SBG
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. SBG, 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 SBG, Northside Bank or any of their respective
subsidiaries, 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 SBG, Northside
Bank or any of their respective subsidiaries; provided, however, that the board
of directors of SBG may furnish information to any person making a takeover
proposal, and may discuss such takeover proposal with such person, if the board
of directors has been advised by counsel that its failure to do so would
violate its fiduciary duties. SBG shall promptly advise SouthTrust orally and
in writing of any such inquiries or proposals

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received by SBG, Northside Bank or any of their respective subsidiaries 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 SBG,
Northside Bank or any of their respective subsidiaries or for the acquisition
of a significant equity interest in SBG, Northside Bank or any of their
respective subsidiaries or for the acquisition of a significant portion of the
assets of SBG, Northside Bank or any of their respective subsidiaries.

Section 5.6 Notice of Deadlines. SBG shall notify SouthTrust in
writing of any deadline to exercise an extension or termination of any material
lease, agreement or license (including specifically real property leases and
data processing agreements) to which SBG, Northside Bank or any of their
respective subsidiaries 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, SBG shall deliver to SouthTrust a letter
identifying all persons who are, at the time this Agreement is submitted for
approval to the shareholders of SBG, "affiliates" of SBG for purposes of Rule
145 under the Securities Act of 1933. SBG shall use all reasonable efforts to
cause each person who is identified as an "affiliate" in the letter referred to
above to deliver to SouthTrust not later than thirty (30) days or 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 SBG Shares held by
such person except as contemplated by such written agreement or by this
Agreement and will not sell, pledge, transfer, or otherwise dispose of the
SouthTrust Shares to be received by such person upon consummation of the Merger
except in compliance with applicable provisions of the Securities Act of 1933,
and the rules and regulations thereunder and until such time as the financial
results covering at least thirty (30) days of combined operations of SouthTrust
and SBG have been published within the meaning of Section 201.01 of the SEC's
Codification of Financial Reporting Policies. If the Merger will qualify for
pooling-of-interests accounting treatment, the SouthTrust Shares issued to such
affiliates of SBG in exchange for the SBG Shares shall not be transferable
until such time as the financial results covering at least thirty (30) days of
combined operations of SouthTrust and SBG 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. SBG, Northside Bank and
their respective subsidiaries will maintain their respective properties and
assets in satisfactory condition and repair for the purposes for which they are
intended, ordinary wear and tear excepted.

Section 5.9 Environmental Audits. At the election of SouthTrust
made at least 60 days prior to the Effective Time of the Merger, SBG will, at
SouthTrust's expense, with respect to each parcel of real property that SBG,
Northside Bank or any of their respective subsidiaries owns, leases or
subleases, procure and deliver to SouthTrust, at least thirty (30) days prior
to the Effective Time of the Merger, a Phase I environmental audit, which audit
shall be reasonably acceptable to and shall be conducted by a firm reasonably
acceptable to SouthTrust.

Section 5.10 Title Insurance. At the election of SouthTrust made
at least 60 days prior to the Effective Time of the Merger, SBG will, at
SouthTrust's expense, with respect to each parcel of real property that SBG,
Northside Bank or any of their respective subsidiaries owns, leases or
subleases, procure and deliver to SouthTrust, at least thirty (30) days prior
to the Effective Time of the Merger, owner's title insurance issued in such
amounts and by such insurance company reasonably acceptable to SouthTrust,
which policy shall be free of all material exceptions to SouthTrust's
reasonable satisfaction.

Section 5.11 Surveys. At the election of SouthTrust made at least
60 days prior to the Effective Time of the Merger, with respect to each parcel
of real property as to which a title insurance policy is to be procured
pursuant to Section 5.10, SBG, 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 be reasonably
acceptable to and shall be prepared by a licensed surveyor reasonably
acceptable to SouthTrust, disclosing the locations of all improvements,
easements, sidewalks, roadways, utility lines and other matters customarily
shown on such surveys and showing access affirmatively to public streets and
roads and providing the legal description of the property in a form suitable
for recording and insuring the title thereof (the "Survey"). The Survey shall
not disclose any survey defect or encroachment from or onto such real property
that has not been cured or insured over prior to the Effective Time of the
Merger.

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Section 5.12 Compliance Matters. Prior to the Effective Time of
the Merger, SBG shall take, or cause to be taken, all steps reasonably
requested by SouthTrust to cure any deficiencies in regulatory compliance by
SBG, Northside Bank or any of their respective subsidiaries, including
compliance with Regulations Z and CC of the FRB); provided that neither
SouthTrust nor ST-Sub shall be responsible for discovering or have any
obligation to disclose the existence of such defects to SBG nor shall
SouthTrust or ST-Sub 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, SBG will use its best efforts to take all steps,
if any, required to exempt the transactions contemplated by this Agreement from
any applicable state anti-takeover law.

Section 5.14 Subsidiary Merger Agreement. Prior to the Effective
Time of the Merger, ST-Bank and Northside Bank shall have executed and
delivered the Subsidiary Merger Agreement substantially in the form annexed
hereto as Exhibit 6.3. SBG agrees that it shall vote by action by written
consent or as otherwise required the shares of capital stock of Northside Bank
held by SBG in favor of such Subsidiary Merger Agreement and the transactions
contemplated thereby.

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 SBG shall cause to be prepared and
filed all required applications and filings with the Regulatory Authorities
which are necessary or contemplated for the obtaining of the Consents of the
Regulatory Authorities or consummation of the Merger. Such applications and
filings shall be in such form as may be prescribed by the respective government
agencies and shall contain such information as they may require. The parties
hereto will cooperate with each other and use their best efforts to prepare and
execute all necessary documentation, to effect all necessary or contemplated
filings and to obtain all necessary or contemplated permits, consents,
approvals, rulings and authorizations of government agencies and third parties
which are necessary or contemplated to consummate the transactions contemplated
by this Agreement, including, without limitation, those required or
contemplated from the Regulatory Authorities, and the shareholders of SBG.
Each of the parties shall have the right to review and approve in advance,
which approval shall not be unreasonably withheld, any filing made with, or
written material submitted to, any government agencies in connection with the
transactions contemplated by this Agreement.

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

Section 6.3 Other Matters. (a) The parties acknowledge that
nothing in this Agreement shall be construed as constituting an employment
agreement between SouthTrust or any of its affiliates and any officer or
employee of SBG, Northside Bank or any of their respective subsidiaries or an
obligation on the part of SouthTrust or any of its affiliates to employ any
such officers or employees, except that Southtrust agrees that it shall cause
ST-Sub and ST-Bank to assume and be bound by the severance policy of Northside
Bank as set forth in Disclosure Schedule 5.15 attached hereto if any Northside
Bank employees covered by such severance policy are terminated by SouthTrust,
ST-Sub or ST-Bank within one (1) year following the Effective Time of the
Merger; provided, however, that if the severance policy of SouthTrust
contemplates severance payments that are at least comparable

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to those contemplated by the severance policy of Northside Bank, SouthTrust,
prior to the expiration of the one year period, may elect to cover such
Northside Bank employees under SouthTrust's severance policy.

(b) The parties agree that appropriate steps shall be
taken to terminate all employee benefit plans of SBG other than the SBG 401(k)
Plan (the "SBG 401(k) Plan"), as of the Effective Time of the Merger or as
promptly as practicable thereafter. Following the termination of all such
plans (other than the SBG 401(k) Plan), and subject to Section 6.3(c) hereof,
SouthTrust agrees that the officers and employees of SBG who the Surviving
Corporation employs shall be eligible to participate in SouthTrust's employee
benefit plans, including welfare and fringe benefit plans on the same basis as
and subject to the same conditions as are applicable to any newly-hired
employee of SouthTrust; provided, however, that:

(i) with respect to SouthTrust's group medical
insurance plan, SouthTrust shall credit each such employee for
eligible expenses incurred by such employee and his or her
dependents (if applicable) under SBG'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 SBG, Northside Bank or any of their respective
subsidiaries prior to the Effective Time of the Merger ("Past
Service Credit") shall be given by SouthTrust to such
employees for purposes of:

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

(2) establishing eligibility for
participation in and vesting under SouthTrust's
employee benefit plans (including welfare and fringe
benefit plans), and for purposes of determining the
scheduling of vacations and other determinations
(including severance pay) 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 SBG 401(k) 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 SBG 401(k) Plan shall be
terminated or merged into the ST PS Plan shall be made by SouthTrust. From and
after the termination of the SBG 401(k) 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 SBG 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) SBG agrees to indemnify, defend
and hold harmless SouthTrust and its subsidiaries, and each of their respective
present and former officers, directors, employees and agents, from and against
all losses, expenses, claims, damages or liabilities to which any of them may
become subject under applicable laws (including, but not limited to, the
Securities Act of 1933 or the Securities Exchange Act of 1934), and will
reimburse each of them for any legal, accounting or other expenses reasonably
incurred in connection with investigating or defending any such actions,
whether or not resulting in liability, insofar as such losses, expenses,
claims, damages or liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of material fact supplied to SouthTrust
by SBG or Northside Bank and contained in the Proxy Statement or any
application for the approval of the transactions contemplated by this Agreement
filed with any Regulatory Authority or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made not misleading.

(b) SouthTrust agrees to indemnify, defend and hold
harmless SBG and its subsidiaries and each of their 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

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limited to, the Securities Act of 1933 or the Securities Exchange Act of 1934),
and will reimburse each of them for any legal, accounting or other expenses
reasonably incurred in connection with investigating or defending any such
actions, whether or not resulting in liability, insofar as such losses,
expenses, claims, damages or liabilities arise out of or are based upon any
untrue statement or alleged untrue statement of material fact supplied by
SouthTrust and contained in the Registration Statement, the Proxy Statement or
any application for the approval of the transactions contemplated by this
Agreement filed with any Regulatory Authority or arise out of or are based upon
the omission by SouthTrust or alleged omission by SouthTrust to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

(c) With respect to any claim made or action commenced
within six (6) years after the Effective Time of the Merger, SouthTrust shall
indemnify and hold harmless to the extent permitted by the provisions of the
Articles of Incorporation and Bylaws of SBG and Northside Bank, each as in
effect as of the date hereof, each director, officer, and employee of SBG and
Northside Bank against any costs or expenses (including attorneys fees),
judgments, fines, losses, threatened or completed action, suit, proceeding or
investigation (whether civil, criminal, administrative or investigative)
arising out of or pertaining to any action or omission by such director,
officer or employee on or prior to the Effective Time of the Merger in his
capacity as such, provided, however, that the aggregate amount of such
indemnification shall not exceed $3,000,000, and that such indemnification
shall be to the fullest extent permitted by applicable Georgia law.

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

Section 6.5 Current Information. During the period from the date
of this Agreement to the Effective Time of the Merger or the time of
termination or abandonment hereunder, SouthTrust will cause one or more of its
designated representatives to confer on a regular and frequent basis with SBG
and to report with respect to the general status and the ongoing operations of
SouthTrust.

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

Section 6.7 Reservation of Shares. SouthTrust shall reserve for
issuance such number of SouthTrust Shares as shall be necessary (i) to pay the
holders of SBG Shares the consideration contemplated in this Agreement and (ii)
to comply with the provisions of Section 2.2(b). If at any time the aggregate
number of SouthTrust Shares remaining unissued (or in treasury) shall not be
sufficient to meet such obligation, SouthTrust shall take all appropriate
actions to increase the amount of its authorized common stock.

Section 6.8 Consideration. SouthTrust shall issue the SouthTrust
Shares to holders of SBG Shares and shall pay or cause to be paid to holders of
SBG Shares all cash payments as and when the same shall be required to be
issued and paid pursuant to this Agreement.

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ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

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

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

Section 7.3 Litigation. 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 SBG, based upon
advice of counsel, would have a material adverse effect with respect to the
interests of SouthTrust or SBG, 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
order 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 Statement shall have been initiated, and
SouthTrust shall have received all state securities laws, or "Blue Sky" permits
or other authorizations, or confirmations as to the availability of exemptions
from registration requirements, as may be necessary to issue the SouthTrust
Shares pursuant to the terms of this Agreement.

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-SUB

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

Section 8.1 Representations and Warranties. The representations
and warranties of SBG set forth in this Agreement and in any certificate or
document delivered pursuant hereto shall be true and correct in all material
respects as of the date of this Agreement and as of all times up to and
including the Effective Time of the Merger (as though made on and as of the
Effective Time of the Merger except to the extent such representations and
warranties are by their express provisions made as of a specified date and
except for changes therein contemplated by this Agreement).

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

Section 8.3 Certificate Representing Satisfaction of Conditions.
SBG shall have delivered to SouthTrust and ST-Sub a certificate of SBG 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 SBG under
Article III of this Agreement.

Section 8.4 Absence of Adverse Facts. No fact, event or
condition exists or has occurred that, in the reasonable judgment of
SouthTrust, (a) would have a material adverse effect on, or which may be
foreseen to have a material adverse effect on, the Condition of SBG on a
consolidated basis or the consummation of the transactions contemplated by this
Agreement, or (b) would be of such significance with respect to the business or
economic benefits expected to be obtained by SouthTrust pursuant to this
Agreement as to render inadvisable the consummation of the transactions
pursuant to this Agreement, provided, however, that any change in the last
sales

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price of the SouthTrust Shares, as reported by Nasdaq, shall not be taken into
account in determining whether any fact, event or condition described in this
Section 8.4(b) has occurred, (c) would be materially adverse to the interests
of SouthTrust on a consolidated basis or (d) would render the Merger or the
other transactions contemplated by this Agreement impractical because of any
state of war, national emergency, banking moratorium or general suspension of
trading on NASDAQ, the New York Stock Exchange, Inc. or other national
securities exchange.

Section 8.5 Opinion of Counsel. SouthTrust shall have received
an opinion of counsel from Glass, McCullough, Sherrill & Harrold or other
counsel to SBG acceptable to SouthTrust in substantially the form set forth in
Exhibit 8.5 hereof.

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

Section 8.7 Material Condition. There shall not be any action
taken, or any statute, rule, regulation or order enacted, entered, enforced or
deemed applicable to the Merger by any Regulatory Authority which, in
connection with the grant of any Consent by any Regulatory Authority, imposes,
in the reasonable judgment of SouthTrust, any material adverse requirement upon
SouthTrust or its subsidiaries, including, without limitation, any requirement
that SouthTrust sell or dispose of any significant amount of the assets of SBG
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 SBG 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 and bank holding companies under similar circumstances.

Section 8.8 Matters Relating to Employment Agreements. Except as
described in Section 6.3(a) above, all employment agreements between SBG,
Northside Bank, any of their respective subsidiaries and any executive or
employee thereof shall be terminated in their entirety as of the Effective Time
of the Merger, and at the election of SouthTrust, replacement employment
agreements, which are satisfactory to SouthTrust and such employees, between
each of such executives or employees and SouthTrust or the Surviving
Corporation shall have been executed and delivered.

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

Section 8.10 Outstanding Shares of SBG. The total number of SBG
Shares outstanding as of the Effective Time of the Merger and the total number
of SBG Shares covered by any option, warrant, commitment, or other right or
instrument to purchase or acquire any SBG Shares that are outstanding as of the
Effective Time of the Merger, including any securities or rights convertible
into or exchangeable for SBG Shares, shall not exceed 1,925,994 shares in the
aggregate.

Section 8.11 Dissenters. The holders of not more than five
percent (5%) of the outstanding SBG Shares shall have elected to exercise their
right to dissent from the Merger and demand payment in cash for the fair value
of their shares.

Section 8.12 Certification of Claims. SBG shall have delivered a
certificate to SouthTrust that SBG is not aware of any pending or threatened
claim under the directors and officers insurance policy or the fidelity bond
coverage of SBG.

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ARTICLE IX

CONDITIONS TO OBLIGATIONS OF SBG

The obligation of SBG 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-Sub contained in this Agreement or in any
certificate or document delivered pursuant to the provisions hereof will 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).

Section 9.2 Performance of Obligations. SouthTrust and ST-Sub
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-Sub shall have delivered to SBG a certificate of SouthTrust
and ST-Sub 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-Sub under Article IV of this
Agreement.

Section 9.4 Absence of Adverse Facts. No fact, event or
condition exists or has occurred that, in the reasonable judgment of SBG, (a)
would have a material adverse effect on, or which may be foreseen to have a
material adverse effect on, the Condition of SouthTrust 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-Sub
shall have obtained the consent or approval of each person (other than the
Consents of Regulatory Authorities) whose consent or approval shall be required
in connection with the transactions contemplated hereby including under any
loan or credit agreement, note, mortgage, indenture, lease, license or other
agreement or instrument, except those for which failure to obtain such consents
and approvals would not, in the opinion of SBG, individually or in the
aggregate, have a material adverse effect upon the consummation of the
transactions contemplated hereby.

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

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

Section 9.8 Tax Opinion. SBG shall have received an opinion of
Glass, McCullough, Sherrill & Harrold or SBG's independent public accountants,
on or before the date on which the Proxy Statement of SBG is to be mailed to
holders of SBG 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 SBG to the
extent that they receive SouthTrust Shares in exchange for their SBG 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 twenty (20) trading days immediately preceding the Effective
Time of the Merger and the last sales price as reported by Nasdaq for the last
trading day immediately preceding the Effective Time of the Merger, shall not
be less than $16.00 per SouthTrust Share, subject to appropriate adjustment for
the events described in Section 2.1 above, unless SouthTrust, in its sole
discretion, adjusts the Conversion Ratio so that the product of the Conversion
Ratio times the lower of such average sales price or such sales price on the
trading day immediately preceding the Effective Time of the Merger equals
8.441064.

Section 9.10 Fairness Opinion. The Board of Directors of SBG
shall have received an opinion, dated not more than five (5) business days
prior to the date of the Proxy Statement of SBG to be mailed to the
shareholders of SBG for purposes of considering and voting upon the Merger,
from an investment banker or bank consultant

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<PAGE> 121

acceptable to SBG that the consideration to be received by the shareholders of
SBG in the Merger is fair to the shareholders of SBG from a financial point of
view.

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination. This Agreement may be terminated and
the Merger abandoned at any time prior to the Effective Time of the Merger:

(a) by the mutual consent in writing of SouthTrust and
SBG; or

(b) by SouthTrust or SBG if the Merger shall not have
occurred on or prior to September 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 10.1(b);

(c) by SouthTrust or SBG (provided that the terminating
party is not then in breach of any representation, warranty, covenant or other
agreement contained herein) in the event that any of the conditions precedent
to the obligations of the nonterminating party to consummate the Merger cannot
be satisfied or fulfilled;

(d) by SouthTrust if: (i) SouthTrust shall have
determined that any fact, event or condition exists that, in the reasonable
judgment of SouthTrust, (A) is materially at variance with any warranty or
representation of SBG, Northside Bank or any of their respective subsidiaries
set forth in the Agreement or is a material breach of any covenant or agreement
of SBG, Northside Bank or any of their respective subsidiaries contained in the
Agreement, (B) has a material adverse effect or can be reasonably foreseen to
have a material adverse effect upon the Condition of SBG on a consolidated
basis or upon the consummation of the transactions contemplated by the
Agreement, (C) would be materially adverse to the interests of SouthTrust and
ST-Sub on a consolidated basis, (D) would be of such significance with respect
to the business or economic benefits expected to be obtained by SouthTrust
under this Agreement so as to render inadvisable consummation of the
transactions contemplated by the Agreement, provided, however, that any change
in the last sales price of SouthTrust Shares, as reported by Nasdaq, shall not
be deemed a fact, event or condition that gives rise to any right of
termination under this Section 10.1(d)(i)(D), (E) renders the Merger or the
other transactions contemplated by this Agreement impractical because of any
state of war, national emergency, banking moratorium or general suspension of
trading on NASDAQ, the New York Stock Exchange, Inc. or any other national
securities exchange; or (ii) there shall be any litigation or threat of
litigation (A) challenging the validity or legality of this Agreement or the
consummation of the transactions contemplated by this Agreement, (B) seeking
damages in connection with the consummation of the transactions contemplated by
this Agreement or (C) seeking to restrain or invalidate the consummation of the
transactions contemplated by this Agreement.

(e) by SBG if (i) SBG shall have determined that any
fact, event or condition exists that, in the reasonable judgment of SBG, (A) is
materially at variance with any warranty or representation of SouthTrust or
ST-Sub contained in the Agreement or is a material breach of any covenant or
agreement of SouthTrust of ST-Sub 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
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) SBG shall have determined that any fact, event or condition
exists that, in the judgment of SBG, would render the Merger and the other
transactions contemplated by this Agreement impractical because of any state of
war, national emergency, banking moratorium or general suspension of trading on
NASDAQ, the New York Stock Exchange, Inc. or other national securities
exchange.

Section 10.2 Effect of Termination. In the event of the
termination and abandonment of this Agreement as herein provided, it shall
terminate as herein provided and become void, without liability on behalf of
any party, and have no effect, except as otherwise provided herein.

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<PAGE> 122

Section 10.3 Amendments. To the extent permitted by law, this
Agreement may be amended by a subsequent writing signed by each of SouthTrust,
ST-Sub and SBG.

Section 10.4 Waivers. Subject to Section 11.10 hereof, prior to
or at the Effective Time of the Merger, SouthTrust and ST-Sub, on the one hand,
and SBG, on the other hand, shall have the right to waive any default in the
performance of any term of this Agreement by the other, to waive or extend the
time for the compliance or fulfillment by the other of any and all of the
other's obligations under this Agreement and to waive any or all of the
conditions to its obligations under this Agreement, except any condition,
which, if not satisfied, would result in the violation of any law or any
applicable governmental regulation.

Section 10.5 Non-Survival of Representations and Warranties. No
representations, warranties, covenants or agreements in this Agreement or in
any instrument delivered by SouthTrust, ST-Sub or SBG shall survive the
Effective Time of the Merger or the termination of this Agreement pursuant to
Section 10.1; provided, however, that the agreements set forth in Articles I
and II, Sections 5.7, 6.3, 6.4 and 10.2 and Article XI shall not so terminate
and shall not be so extinguished; provided further 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-Sub, SBG or Northside 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-Sub, SBG or Northside Bank contained herein shall be deemed to
be terminated or extinguished so as to deprive SouthTrust or ST-Sub, on the one
hand, and SBG or Northside 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-Sub, SBG or
Northside Bank and/or its representatives knew or should have known that any
such representation or warranty was, or is, inaccurate in any material respect.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement. This Agreement and the documents
referred to herein contain the entire agreement among SouthTrust, ST-Sub and
SBG with respect to the transactions contemplated hereunder and this Agreement
supersedes all prior arrangements or understandings with respect thereto,
whether written or oral, including that letter of intent between the parties
dated December 14, 1994. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, firm, corporation or entity, other than the
parties hereto and their respective successors, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

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

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<PAGE> 123

If to SBG:

P.O. Box 309
Roswell, Georgia 30077
11180 Alpharetta Highway, Roswell, Georgia
Attention: Mr. E. Lamar Seals
Fax: (404) 664-1637

with a copy to:

Glass, McCullough, Sherrill & Harrold
1409 Peachtree Street, N.E.
Atlanta, Georgia 30309
Attention: T. Kennerly Carroll, Jr.
Fax: (404) 885-6779

If to ST-Sub 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 SBG 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.

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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<PAGE> 124

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 Georgia
without respect to its conflicts of laws principles.

Section 11.8 Persons Bound; No Assignment. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors, distributees, and assigns, but notwithstanding the
foregoing, this Agreement may not be assigned by any party hereto unless the
prior written consent of the other parties is first obtained (other than by
ST-Sub to another affiliate of SouthTrust).

Section 11.9 Exhibits and Schedules. Each of the exhibits and
schedules attached hereto is an integral part of this Agreement and shall be
applicable as if set forth in full at the point in the Agreement where
reference to it is made.

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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<PAGE> 125

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.

<TABLE>
<CAPTION>
<S> <C>
[CORPORATE SEAL]
SOUTHERN BANK GROUP, INC.

By: /s/ LAMAR SEALS
-----------------------------------------------------------
ATTEST Its Chief Executive Officer

/s/ O. LAWRENCE CANEN
- ---------------------------------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST OF GEORGIA, INC.

By: /s/ F. W. MURRAY JR.
-----------------------------------------------------------
ATTEST: Its President

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

[CORPORATE SEAL]
SOUTHTRUST CORPORATION

By: /s/ F. W. MURRAY JR.
-----------------------------------------------------------
ATTEST: Its Executive Vice President

/s/ A. D. BARNARD
- ---------------------------------------------------
Its Secretary
</TABLE>

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<PAGE> 126

AGREEMENT AND PLAN OR MERGER
OF SOUTHTRUST OF GEORGIA, INC.
WITH SOUTHERN BANK GROUP, INC.

LIST OF SCHEDULES

------------------------------

Disclosure Schedule 3.2
Disclosure Schedule 3.4
Disclosure Schedule 3.5
Disclosure Schedule 3.7
Disclosure Schedule 3.10
Disclosure Schedule 3.11
Disclosure Schedule 3.12(a)
Disclosure Schedule 3.12(g),
Disclosure Schedule 3.13(a)
Disclosure Schedule 3.14(a)
Disclosure Schedule 3.14(b)
Disclosure Schedule 3.14(d)
Disclosure Schedule 3.16
Disclosure Schedule 3.20
Disclosure Schedule 3.22
Disclosure Schedule 3.23
Disclosure Schedule 4.4
Disclosure Schedule 4.7
Disclosure Schedule 4.14,
Disclosure Schedule 5.1(b)(vi)(A)
Disclosure Schedule 5.1(b)(vi)(B)
Disclosure Schedule 5.15

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<PAGE> 127

EXHIBIT B

May 25, 1995

Board of Directors
Southern Bank Group, Inc.
P.O. Box 309
Roswell, Georgia 30077

Re: Fairness Opinion Relative to Pending Agreement of Southern Bank
Group, Inc., Roswell, Georgia, to Merger with and into
SouthTrust of Georgia, Inc., Atlanta, Georgia and joined in by
SouthTrust Corporation ("SouthTrust"), Birmingham, Alabama

Gentlemen:

The Board of Directors of Southern Bank Group, Inc. ("SBG"), has retained US
Banking Alliance ("USBA"), in it capacity as a financial valuation and
consulting firm to render its opinion of the fairness, from a financial
viewpoint, of the pending merger of SBG with and into SouthTrust of Georgia,
Inc. ("ST-Sub"), Atlanta, Georgia and joined in by SouthTrust Corporation
("SouthTrust"), Birmingham, Alabama.

As outlined in our engagement letter dated January 18, 1995, our approach to
this assignment has been to consider:

1. A review of the financial performance of SBG and the valuation of its
stock in the proposed merger;
2. A review and evaluation of the stock of SouthTrust;
3. A review of information regarding recent comparable mergers nationally
and regionally;
4. A review of the current market prices of the common stocks of
comparable institutions;
5. A review and evaluation of the investment characteristics of the
common shares of SBG and SouthTrust;
6. A review of the Form S-4 dated May 19, 1995, filed by SouthTrust, with
the Securities and Exchange Commission (including the draft Proxy
Statements/Prospectus of SBG, and SouthTrust);
7. A review of the Agreement and Plan of Merger by and between SBG and
ST-Sub, joined in by SouthTrust, dated March 17, 1995; and,
8. An evaluation of such other factors as were considered necessary to
render this opinion.
<PAGE> 128
Board of Directors
May 25, 1995
Page 2

DUE DILIGENCE REVIEW PROCESS

In performing this engagement, we have reviewed the documents specifically
outlined in the Valuation Information Request. We have developed internally
and/or reviewed information pertaining to recent community bank control
transactions and the pricing of minority interests in regional bank holding
companies. In addition, we have reviewed such other public documents and
internal records pertaining to SBG and SouthTrust as were deemed necessary to
render this opinion.

Merger Documentation

We have reviewed the Agreement and Plan of Merger by and between SBG and
ST-Sub, joined in by SouthTrust dated March 15, 1995. We have discussed
appropriate aspects of this agreement with management and counsel for SBG.

We have relied upon the above referenced information, which was obtained from
or developed by sources that we consider to be reliable, without independent
verification.

MAJOR CONSIDERATIONS OF THE OPINION

Numerous factors were considered in our overall review of the proposed merger.
Our review process included considerations regarding SBG, SouthTrust, and the
proposed merger. Important considerations regarding each facet of our review
are summarized below.

Regarding Southern Bank Group

- - Historical financial performance and dividend record;
- - Outlook for future performance and ongoing capacity to earn profits;
- - Economic conditions in Roswell, Georgia;
- - The level of competition for banking services in SBG's market territory;
- - Comparisons with comparable banks and bank holding companies;
- - History of recent banking company control sale transactions;
- - Current market prices of minority blocks of the common stock of regional
- - bank holding companies;
- - The current balance sheet position and income performance;
- - Potential levels of risk in the loan portfolio;
- - The amount of goodwill at the holding company level;

<PAGE> 129

Board of Directors
May 25, 1995
Page 3

- - The amount of debt at the holding company level and SBG's capacity to
service its debt;
- - Historical stock prices, transactions volume, and the general degree of
liquidity of minority shares;
- - Historical shareholder dividend policy; and
- - Such other factors as were considered necessary to render this opinion.

Regarding SouthTrust Corporation

- - Historical financial performance and dividend record;
- - Outlook for future performance and ongoing capacity to earn profits;
- - Economic conditions in SouthTrust's market areas;
- - The level of competition for banking services in SouthTrust's market
territory;
- - Comparisons with comparable banks and bank holding companies;
- - History of recent banking company control sale transactions;
- - Current market prices of minority blocks of the common stock of regional
bank holding companies;
- - SouthTrust's current balance sheet position and income performance;
- - Potential levels of risk in the loan portfolio;
- - The amount of goodwill at the holding company level;
- - The amount of debt at the holding company level and SouthTrust's capacity
to service its debt;
- - Historical stock prices, transactions volume, and the general degree of
liquidity of minority shares;
- - Historical shareholder dividend policy; and
- - Such other factors as were considered necessary to render this opinion.

Regarding the Merger

- - The merger agreement and its terms;
- - The specific pricing of the merger;
- - Adequacy of the consideration to be paid to SBG's shareholders;
- - The future earnings potential of SBG and the impact on the earnings of
SouthTrust;
- - The amount of debt and goodwill on the balance sheet of SBG and the impact
on SouthTrust's liquidity and capital positions;

<PAGE> 130

Board of Directors
May 25, 1995
Page 4

- - The historical dividend policy of SouthTrust and the likely impact on
dividend income on exchanged shares of SBG's shareholders;
- - The pricing of recent control sale transactions;
- - Current pricing of minority blocks of the common stocks of regional bank
holding companies; and
- - Such other factors as were considered necessary to render this opinion.

<PAGE> 131

Board of Directors
May 25, 1995
Page 5

FAIRNESS OPINION

Based upon our overall evaluation of the proposed merger of Southern Bank
Group, Inc. with and into SouthTrust of Georgia, Inc. and joined in by
SouthTrust Corporation, it is our opinion that the proposed transaction is fair
from a financial viewpoint from the perspective of shareholders of Southern
Bank Group, Inc.

Sincerely yours,

U.S Banking Alliance

/s/ Steve C. Cotton
Executive Vice President

<PAGE> 132

EXHIBIT C

GEORGIA BUSINESS CORPORATION CODE
ARTICLE 13. DISSENTERS' RIGHTS

PART 1. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

14-2-1301 DEFINITIONS. As used in this article, the term:

(1) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a voting trust or by a nominee as the record shareholder.

(2) "Corporate action" means the transaction or other action by the
corporation that creates dissenters' rights under Code Section 14-2-1302.

(3) "Corporation" means the issuer of shares held by a dissenter before the
corporate action, or the surviving or acquiring corporation by merger or share
exchange of that issuer.

(4) "Dissenter" means a shareholder who is entitled to dissent from corporate
action under Code Section 14-2-1302 and who exercises that right when and in
the manner required by Code Sections 14-2-1320 through 140-2-1327.

(5) "Fair value," with respect to a dissenter's shares, means the value of the
shares immediately before the effectuation of the corporate action to which the
dissenter objects, excluding any appreciation or depreciation in anticipation
of the corporate action.

(6) "Interest" means interest from the effective date of the corporate action
until the date of payment, at a rate that is fair and equitable under all the
circumstances.

(7) "Record shareholder" means the person in whose name shares are registered
in the records of a corporation or the beneficial owner of shares to the extent
of the rights granted by a nominee certificate on file with a corporation.

(8) "Shareholder" means the record shareholder or the beneficial shareholder.

14-2-1302 RIGHT TO DISSENT. (a) A record shareholder of the
corporation is entitled to dissent from, and obtain payment of the fair value
of his shares in the event of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the corporation is a party:

(A) If approval of the shareholders of the corporation is required
for the merger by Code Section 14-2-1103 or the articles of incorporation and
the shareholder is entitled to vote on the merger; or

(B) If the corporation is a subsidiary that is merged with its
parent under Code Section 14-2-1104;

(2) Consummation of a plan or share exchange to which the corporation is a
party as the corporation whose shares will be acquired, if the shareholder is
entitled to vote on the plan;

(3) Consummation of a sale or exchange of all or substantially all of the
property of the corporation if a shareholder vote is required on the sale or
exchange pursuant to Code Section 14-2-1202, but not including a sale pursuant
to court order or a sale for cash pursuant to a plan by which all or
substantially all of the net proceeds of the sale will be distributed to the
shareholders within one year after the date of sale;

1
<PAGE> 133

(4) An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it:

(A) Alters or abolishes a preferential right of the shares;

(B) Creates, alters, or abolishes a right in respect of
redemption, including a provision respecting a sinking fund for the redemption
or repurchase, of the shares;

(D) Excludes or limits the right of the shares to vote on any
matter, or to cumulate votes, other than a limitation by dilution through
issuance of shares or other securities with similar voting rights;

(E) Reduces the number of shares owned by the shareholder to a
fraction of a share if the fractional share so created is to be acquired for
cash under Code Section 14-2-604; or

(F) Cancels, redeems, or repurchases all or part of the shares of
the class;

(5) Any corporate action taken pursuant to a shareholder vote to the extent
that Article 9 of this chapter, the articles of incorporation, bylaws, or a
resolution of the board of directors provides that voting or nonvoting
shareholders are entitled to dissent and obtain payment for their shares.

(b) A shareholder entitled to dissent and obtain payment for his shares under
this article may not challenge the corporate action creating his entitlement
unless the corporate action fails to comply with procedural requirements of
this chapter or the articles of incorporation or bylaws of the corporation or
the vote required to obtain approval of the corporate action was obtained by
fraudulent and deceptive means, regardless of whether the shareholder has
exercised dissenter's rights.

(c) Notwithstanding any other provision of this article, there shall be no
right of dissent in favor of the holder of shares of any class or series which,
at the record date fixed to determine the shareholders entitled to receive
notice of and to vote at a meeting at which a plan of merger or share exchange
or a sale or exchange of property or an amendment of the articles of
incorporation is to be acted on, were either listed on a national securities
exchange or held of record by more than 2,000 shareholders, unless:

(1) In the case of a plan of merger or share exchange, the holders of shares
of the class or series are required under the plan of merger or share exchange
to accept for their shares anything except shares of the surviving corporation
or another publicly held corporation which at the effective date of the merger
or share exchange are either listed on a national securities exchange or held
of record by more than 2,000 shareholders, except for scrip or cash payments in
lieu of fractional shares; or

(2) The articles of incorporation or a resolution of the board of directors
approving the transaction provides otherwise.

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

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PART 2. PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

14-2-1320 NOTICE OF DISSENTERS' RIGHTS. (a) If proposed corporate
action creating dissenters' rights under Code Section 14- 2-1302 is submitted
to a vote at a shareholders' meeting, the meeting notice must state that
shareholders are or may be entitled to assert dissenters' rights under this
article and be accompanied by a copy of this article.

(b) If corporate action creating dissenters' rights under Code Section
14-2-1302 is taken without a vote of shareholders, the corporation shall notify
in writing all shareholders entitled to assert dissenters' rights that the
action was taken and send them the dissenters' notice described in Code Section
14-2-1322 no later than ten days after the corporate action was taken.

14-2-1321 NOTICE OF INTENT TO DEMAND PAYMENT. (a) If proposed corporate
action creating dissenters' rights under Code Section 14-2-1302 is submitted to
a vote at a shareholders' meeting, a record shareholder who wishes to assert
dissenters' rights:

(1) Must deliver to the corporation before the vote is taken written notice of
his intent to demand payment for his shares if the proposed action is
effectuated; and

(2) Must not vote his shares in favor of the proposed action.

(b) A record shareholder who does not satisfy the requirements of subsection
(a) of this Code section is not entitled to payment for his shares under this
article.

14-2-1322 DISSENTERS' NOTICE. (a) If proposed corporate action creating
dissenters' rights under Code Section 14-2-1302 is authorized at a
shareholders' meeting, the corporation shall delivery a written dissenters'
notice to all shareholders who satisfied the requirements of Code Section
14-2-1321.

(b) The dissenters' notice must be sent no later than ten days after the
corporate action was taken and must:

(1) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;

(2) Inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;

(3) Set a date by which the corporation must receive the payment demand, which
date may not be fewer than 30 nor more than 60 days after the date the notice
required in subsection (a) of this Code section is delivered; and

(4) Be accompanied by a copy of this article.

14-2-1323 DUTY TO DEMAND PAYMENT. (a) A record shareholder sent a
dissenters' notice described in Code Section 14-2-1322 must demand payment and
deposit his certificates in accordance with the terms of the notice.

(b) A record shareholder who demands payment and deposits his shares under
subsection (a) of this Code section retains all other rights of a shareholder
until these rights are canceled or modified by the taking of the proposed
corporate action.

(c) A record shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters' notice, is
not entitled to payment for his shares under this article.

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14-2-1324 SHARE RESTRICTIONS. (a) The corporation may restrict the
transfer of uncertificated shares from the date the demand for their payment is
received until the proposed corporate action is taken or the restrictions
released under Code Section 14-2-1326.

(b) The person for whom dissenters' rights are asserted as to uncertificated
shares retains all other rights of a shareholder until these rights are
canceled or modified by the taking of the proposed corporation action.

14-2-1325 OFFER OF PAYMENT. (a) Except as provided in Code Section
14-2-1327, within ten days of the later of the date the proposed corporation
action is taken or receipt of a payment demand, the corporation shall by notice
to each dissenter who complied with Code Section 14-2-1323 offer to pay to such
dissenter the amount the corporation estimates to be the fair value of his or
her shares, plus accrued interest.

(b) The offer of payment must be accompanied by:

(1) The corporation's balance sheet as of the end of a fiscal year ending not
more than 16 months before the date of payment, an income statement for that
year, a statement of changes in shareholders' equity for that year, and the
latest available interim financial statements, if any;

(2) A statement of the corporation's estimate of the fair value of the shares;

(3) An explanation of how the interest was calculated;

(4) A statement of the dissenter's right to demand payment under Code Section
14-2-1327; and

(5) A copy of this article.

(c) If the shareholder accepts the corporation's offer by written notice to
the corporation within 30 days after the corporation's offer or is deemed to
have accepted such offer by failure to respond within said 30 days, payment for
his or her shares shall be made within 60 days after the making of the offer or
the taking of the proposed corporate action, whichever is later.

14-2-1326 FAILURE TO TAKE ACTION. (a) If the corporation does not take
the proposed action within 60 days after the date set for demanding payment and
depositing share certificates, the corporation shall return the deposited
certificates and release the transfer restrictions imposed on uncertificated
shares.

(b) If, after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under Code Section 14-2-1322 and repeat the payment demand
procedure.

14-2-1327 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER.
(a) A dissenter may notify the corporation in writing of his own estimate of
the fair value of his shares and amount of interest due, and demand payment of
his estimate of the fair value of his shares and interest due, if:

(1) The dissenter believes that the amount offered under Code Section
14-2-1325 is less than the fair value of his shares or that the interest due is
incorrectly calculated; or

(2) The corporation, having failed to take the proposed action, does not
return the deposited certificates or release the transfer restrictions imposed
on uncertificated shares within 60 days after the date set for demanding
payment.

(b) A dissenter waives his or her right to demand payment under this Code
section and is deemed to have accepted the corporation's offer unless he or she
notifies the corporation of his or her demand in writing under

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subsection (a) of this Code section within 30 days after the corporation
offered payment for his or her shares, as provided in Code Section 14-2-1325.

(1) The shareholder may demand the information required under subsection (b)
of Code Section 14-2-1325, and the corporation shall provide the information to
the shareholder within ten days after receipt of a written demand for the
information; and

(2) The shareholder may at any time, subject to the limitations period of Code
Section 14-2-1332, notify the corporation of his own estimate of the fair value
of his shares and the amount of interest due and demand payment of his estimate
of the fair value of his shares and interest due.

PART 3. JUDICIAL APPRAISAL OF SHARES

14-2-1330 COURT ACTION. (a) If a demand for payment under Code Section
14-2-1327 remains unsettled, the corporation shall commence a proceeding within
60 days after receiving the payment demand and petition the court to determine
the fair value of the shares and accrued interest. If the corporation does not
commence the proceeding within the 60 days period, it shall pay each dissenter
whose demand remains unsettled the amount demanded.

(b) The corporation shall commence the proceeding, which shall be a nonjury
equitable valuation proceeding, in the superior court of the county where a
corporation's registered office is located. If the surviving corporation is a
foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the registered office
of the domestic corporation merged with or whose shares are acquired by the
foreign corporation was located.

(c) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled parties to the proceeding, which
shall have the effect of an action quasi in rem against their shares. The
corporation shall serve a copy of the petition in the proceeding upon each
dissenting shareholder who is a resident of this state in the manner provided
by law for the service of a summons and compliant, and upon each nonresident
dissenting shareholder either by registered or certified mail or by
publication, or in any other manner permitted by law.

(d) The jurisdiction of the court in which the proceeding is commenced under
subsection (b) of this Code section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. The appraisers have the powers
described in the order appointing them or in any amendment to it. Except as
otherwise provided in this chapter, Chapter 11 of Title 9, known as the
"Georgia Civil Practice Act," applies to any proceeding with respect to
dissenters' rights under this chapter.

(e) Each dissenter made a party to the proceeding is entitled to judgment for
the amount which the court finds to be the fair value of his shares, plus
interest to the date of judgment.

14-2-1331 COURT COSTS AND COUNSEL FEES. (a) The court in an appraisal
proceeding commenced under Code Section 14-2-1330 shall determine all costs of
the proceeding, including the reasonable compensation and expenses of
appraisers appointed by the court, but not including fees and expenses of
attorneys and experts for the respective parties. The court shall assess the
costs against the corporation, except that the court may assess the costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or
not in good faith in demanding payment under Code Section 14-2-1327.

(b) The court may also assess the fees and expenses of attorneys and experts
for the respective parties, in amounts the court finds equitable:

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(1) Against the corporation and in favor of any or all dissenters if the court
finds the corporation did not substantially comply with the requirements of
Code Sections 14-2-1320 through 14-2-1327; or

(2) Against either the corporation or a dissenter, in favor of any other
party, if the court finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously, or not in good faith with respect to
the rights provided by this article.

(c) If the court finds that the services of attorneys for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to these attorneys reasonable fees to be paid out of the
amounts awarded the dissenters who were benefited.

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

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SOUTHERN BANK GROUP, INC.
11180 ALPHARETTA HIGHWAY
ROSWELL, GEORGIA 30076

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- JUNE 28, 1995

(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF SOUTHERN BANK GROUP,
INC.)

The undersigned shareholder of Southern Bank Group, Inc.
("SBG") hereby appoints E. Lamar Seals and Trummie L. Patrick, Jr., 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 SBG to be held in Roswell, Georgia on June 28, 1995, at
8 a.m., local time, or at any adjournment thereof:

(1) PROPOSAL TO MERGE SBG INTO SOUTHTRUST OF GEORGIA, INC.

FOR [ ] AGAINST [ ] ABSTAIN [ ] with respect to the
approval of that certain Agreement and Plan of Merger (the "Merger Agreement")
between SBG and SouthTrust of Georgia, Inc. ("ST-Sub") and joined in by
SouthTrust Corporation ("SouthTrust"), pursuant to which SBG will be merged
into ST-Sub and each share of common stock of SBG outstanding as of the
Effective Time of the Merger shall be converted into the right to receive
0.5275665 of a share of common stock of SouthTrust, as described in more detail
in the Proxy Statement/Prospectus dated May 31, 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).

<PAGE> 139

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.