SOUTHTRUST CORP, 424B3, 1995-08-14

SOUTHTRUST CORP
424B3, 1995-08-14
STATE COMMERCIAL BANKS

Previous: SOUTHEASTERN PUBLIC SERVICE CO, NT 10-Q, 1995-08-14

Next: SOUTHTRUST CORP, 10-Q, 1995-08-14

<PAGE> 1

Filed Pursuant To Rule 424(b)(3)
Registration No. 33-61557

FBC HOLDING COMPANY, INC.
361 NORTH MAIN STREET
CRESTVIEW, FLORIDA 32536
__________________________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
__________________________________________

Notice is hereby given that a Special Meeting of Shareholders of FBC
Holding Company, Inc., a Florida corporation and registered bank holding
company ("FBC"), will be held on September 20, 1995, at 5:00 p.m., local time,
at FBC Holding Company, Inc., 361 North Main Street, Crestview, Florida 39567,
for the following purposes (the "Special Meeting"):

1. To consider and vote upon the Agreement and Plan of Merger,
dated as of February 17, 1995, as amended by Amendment No. 1 to Agreement
and Plan of Merger dated August 2, 1995 (together, the "Merger
Agreement"), a copy of which is annexed as Exhibit A to the accompanying
Proxy Statement/Prospectus, between FBC and SouthTrust of Florida, Inc., a
Florida corporation ("ST-Sub"), joined in by SouthTrust Corporation, a
Delaware corporation ("SouthTrust"), whereby FBC will be merged with and
into ST-Sub and each share of common stock of FBC outstanding immediately
prior to the Effective Time of the Merger (as defined in the Merger
Agreement), subject to the right of dissent held by shareholders of FBC
and the payment of cash in lieu of the issuance of fractional shares of
SouthTrust, and exclusive of shares held in the treasury of FBC, shall be
converted into the right to receive 4.52 shares of common stock of
SouthTrust (the "Conversion Ratio"), provided, however, that if 4.52, when
multiplied by the average last sales price of a share of common stock of
SouthTrust for the seven (7) trading days immediately preceding the second
trading day prior to the Effective Time of the Merger, as reported by The
Nasdaq Stock Market-National Market, results in the value of each share of
common stock of FBC being less than $88.80, then SouthTrust, by an
instrument in writing delivered to FBC prior to 11:00 a.m., Birmingham,
Alabama time, on the last trading day prior to the Effective Time of the
Merger, may elect to adjust the Conversion Ratio so that the Conversion
Ratio, when multiplied by such average last sales price of common stock of
SouthTrust as set forth above, shall equal $88.80; provided further, that
if SouthTrust does not elect to adjust the Conversion Ratio in such
manner, then FBC shall be entitled, at its option, to terminate the Merger
Agreement by delivery to SouthTrust of an instrument in writing to such
effect;

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 FBC
at the close of business on August 8, 1995, are entitled to notice of and to
vote at the Special Meeting and any adjournments thereof.

Pursuant to Sections 607.1301, 607.1302 and 607.1320 of the Florida
Business Corporation Act, shareholders of FBC are entitled to dissent from the
transactions contemplated by the Merger Agreement. A copy of the provisions of
the Florida Business Corporation Act regarding such rights of dissent is
attached hereto as Exhibit D. 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

MARLAND D. WORDELL
Chairman

Crestview, Florida

August 11, 1995

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

FBC HOLDING COMPANY, INC.

FOR A SPECIAL MEETING OF ITS SHAREHOLDERS

TO BE HELD SEPTEMBER 20, 1995

___________________________________________________________

THIS PROXY STATEMENT INCLUDES THE PROSPECTUS OF

SOUTHTRUST CORPORATION

RELATING TO UP TO 361,600 SHARES OF COMMON STOCK
(PAR VALUE $2.50 PER SHARE)

TO BE ISSUED IN CONNECTION WITH A PROPOSED MERGER OF
FBC HOLDING COMPANY, INC. INTO SOUTHTRUST OF FLORIDA, 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 FBC HOLDING COMPANY, 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 FBC HOLDING COMPANY,
INC. AND ITS SUBSIDIARY HAS BEEN SUPPLIED BY FBC HOLDING COMPANY, INC.

THIS PROXY STATEMENT/PROSPECTUS AND THE ACCOMPANYING FORM OF PROXY ARE
FIRST BEING MAILED TO SHAREHOLDERS OF FBC HOLDING COMPANY, INC. ON OR ABOUT
AUGUST 11, 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 August 11, 1995.

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Description of SouthTrust Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Market and Dividend Information Respecting the Common Stock of SouthTrust and FBC . . . . . . . . . . . . . . . 37
Comparison of the Common Stock of SouthTrust and FBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Certain Information Concerning the Business of FBC and the Bank . . . . . . . . . . . . . . . . . . . . . . . . 46
Selected Financial Data of FBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Management's Discussion and Analysis of Financial Condition and Results of Operations of FBC . . . . . . . . . 48
Beneficial Ownership of FBC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Index to the Financial Statements of FBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit A - Agreement and Plan of Merger, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Subsidiary Agreement and Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C - Opinion of Alex Sheshunoff & Co. Investment Banking . . . . . . . . . . . . . . . . . . . . . . . C-1
Exhibit D - Florida Dissent Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
</TABLE>

AVAILABLE INFORMATION

SouthTrust Corporation, a Delaware corporation ("SouthTrust"), is
subject to the informational requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at 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 SEPTEMBER 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 $.01 per share ("FBC Common Stock"), of FBC Holding
Company, Inc., a Florida corporation and a registered bank holding company
("FBC"), in connection with the solicitation of proxies by the Board of
Directors of FBC for use at a special meeting of shareholders of FBC to be held
on September 20, 1995, at 5:00 p.m., local time, at the offices of FBC, 361
North Main Street, Crestview, Florida 32536, 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 February 17, 1995, as amended
by Amendment No. 1 to Agreement and Plan of Merger dated August 2, 1995
(together, the "Merger Agreement"), between FBC and SouthTrust of Florida,
Inc., a Florida corporation ("ST-Sub"), joined in by SouthTrust Corporation, a
Delaware corporation ("SouthTrust"), providing for the merger of FBC into
ST-Sub (the "Merger") and, subject to rights of dissent and exclusive of shares
of FBC Common Stock held in the treasury of FBC, the conversion in the Merger
of each outstanding share of FBC Common Stock into 4.52 shares of common stock,
par value $2.50 per share ("SouthTrust Common Stock"), of SouthTrust (such
fraction, as may be adjusted, as provided in the Merger Agreement, being
hereinafter referred to as the "Conversion Ratio"); provided, however, that if
4.52, when multiplied by the average last sales price of SouthTrust Common
Stock for the seven (7) trading days immediately preceding the second trading
day prior to the Effective Time of the Merger (as defined below), as reported
by The Nasdaq Stock Market-National Market ("Nasdaq"), results in the value of
each outstanding share of FBC Common Stock being less than $88.80, then
SouthTrust, by an instrument in writing delivered to FBC prior to 11:00 a.m.,
Birmingham, Alabama time on the last trading day prior to the Effective Time of
the Merger, may elect to adjust the Conversion Ratio so that the Conversion
Ratio, when multiplied by such average last sales price of SouthTrust Common
Stock as set forth above, shall equal $88.80; provided further that if
SouthTrust does not elect to adjust the Conversion Ratio in such manner, then
FBC shall be entitled, at its option, to terminate the Merger Agreement by
delivery to SouthTrust of an instrument in writing to such effect. 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, reclassifications 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 FBC Common Stock who otherwise would have been entitled to receive a
fractional share of SouthTrust Common Stock will be entitled to receive a cash
payment in an amount equal to the product of (i) the fractional interest of a
share of SouthTrust Common Stock to which such holder otherwise would have been
entitled and (ii) the last sales price of such share of SouthTrust Common Stock
as reported by Nasdaq on the last trading day immediately preceding the
Effective Time of the Merger. Following the consummation of the Merger, First
Bank of Crestview, a Florida state banking corporation and a wholly owned
subsidiary of FBC (the "Bank"), will be merged with and into SouthTrust Bank of
Northwest Florida, a Florida state banking corporation and a wholly owned
subsidiary of ST-Sub ("ST-Bank").

As amended, the Merger Agreement provides that on the Closing Date,
the Bank will, following consultation with SouthTrust, write down a loan
presently outstanding (the "Loan") to an amount equal to the estimated net
realizable value of the Loan as of the Closing Date, which amount shall not be
less than $211,000 nor greater than $285,000. Immediately prior to the
Effective Time of the Merger, the Bank will distribute to FBC and FBC, in turn,
will take appropriate steps to distribute in trust for the benefit of the
holders of record of the outstanding shares of FBC Common Stock a distribution
consisting of the Loan, $35,000 in immediately available funds and any payments
of principal received by the Bank during the period beginning on October 11,
1994 and ending on the Closing Date (collectively, the "Distribution"), which
Distribution shall be paid to certain trustees, as trustees for the holders of
shares of FBC Common Stock (the "Trustees"). The Trustees will hold the
Distribution in trust for the benefit of the holders of the shares of FBC
Common Stock pursuant to a trust agreement by and between FBC and the Trustees
(the "Trust Agreement"). The Trust Agreement must be delivered to SouthTrust
on or before the Closing Date and such delivery is a condition of SouthTrust's
obligation to consummate the Merger.

The Conversion Ratio may be increased, at the option of SouthTrust, if
the average last sales price of SouthTrust Common Stock, as reported by Nasdaq,
for the seven (7) days immediately preceding the second trading

3
<PAGE> 5

day prior to the Effective Time of the Merger, multiplied by 4.52 results in a
value for each share of FBC Common Stock of less than $88.80. The Conversion
Ratio, therefore, may not be definitively determined until just prior to the
Effective Time of the Merger. Based upon the last sales price of SouthTrust
Common Stock on August 10, 1995 (the last trading day immediately prior to the
date of this Proxy Statement/Prospectus), which last sales price is $24 1/2,
SouthTrust does not presently have the option to alter the Conversion Ratio and
the Conversion Ratio will remain 4.52. In the event that SouthTrust has the
right to adjust the Conversion Ratio but chooses not to exercise such right,
then FBC is entitled, at its option, to terminate the Merger Agreement. In
addition, if the last sales price of a share of SouthTrust Common Stock as
reported by Nasdaq for the last trading day immediately preceding the Effective
Time of the Merger is less than $18.25 per share, then FBC shall be entitled,
at its option, to terminate the Merger Agreement.

Subject to the approval of the Merger Agreement by the shareholders of
FBC and the satisfaction or waiver of all conditions contained in the Merger
Agreement, the Merger will become effective upon the filing of appropriate
Articles of Merger with the Secretary of State of the State of Florida, unless
a later date is specified in such Articles (the "Effective Time of the
Merger"). It is anticipated that such documents will be filed and the Merger
will become effective on or about September 21, 1995.

This Proxy Statement/Prospectus was first sent or given to
shareholders of FBC on or about August 11, 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 FBC and the Bank was supplied by FBC.

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

VOTING AT THE SPECIAL MEETING

The Board of Directors of FBC has fixed the close of business on
August 8, 1995 as the record date (the "Record Date") for the determination
of holders of shares of capital stock of FBC entitled to notice of and to vote
at the Special Meeting. On the Record Date, FBC had issued and outstanding
80,000 shares of FBC Common Stock. Only the holders of the outstanding FBC
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 FBC 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 FBC Common Stock entitled to
vote thereon is required to approve the Merger Agreement. Each holder of
record of shares of FBC Common Stock on the Record Date is entitled to one vote
for each share of such stock held of record.

As of the date of this Proxy Statement/prospectus, 11,517 shares of
FBC Common Stock have been allocated to the accounts of the participants in the
First Bank of Crestview Employee Stock Ownership Plan (the "ESOP"). The ESOP
holds 12,602 shares of FBC Common Stock. Certain Directors of FBC are
co-trustees of the ESOP. Although the co-trustees have the power to vote the
shares held by the ESOP and the participants generally have no right to direct
the voting of their allocated shares, the participants are entitled to direct
the co-trustees of the ESOP as to the manner in which voting rights on their
allocated shares are to be exercised with respect to certain significant
corporate matters, including approval of the Merger Agreement. Therefore, with
respect to the 11,517 allocated shares, the participants will direct the
co-trustees of the ESOP as to the manner in which such shares are to be voted.
With respect to the 1,085 shares which have not yet been allocated to
participant accounts, the co-trustees will exercise their discretion as to how
the shares are to be voted, without direction from participants of the ESOP.

As of the Record Date, FBC Directors and Executive Officers (a total
of 15 persons) beneficially owned a total of 59,139 shares of FBC Common Stock,
representing approximately 73.9% of the shares of FBC Common Stock entitled to
vote at the Special Meeting. However, since the foregoing beneficial ownership
figures include shares held by the ESOP which are allocated to participants of
the ESOP, and the participants have the right to direct the co-trustees as to
the manner in which such shares are to be voted with respect to approval of the
Merger Agreement, for purposes of the vote at the Special Meeting, the FBC
Directors and Executive Officers are deemed to beneficially own a total of only
51,656 shares of FBC Common Stock, representing approximately 64.6% of the
shares of FBC Common Stock entitled to vote at the Special Meeting.

4
<PAGE> 6

THE BOARD OF DIRECTORS OF FBC 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 FBC."

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

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

5
<PAGE> 7

SUMMARY

The following is a brief summary of certain information contained in
or incorporated by reference into this Proxy Statement/Prospectus with respect
to FBC, 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 December 31, 1994, SouthTrust had consolidated
total assets of approximately $17.6 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, North Carolina, Mississippi, South Carolina and Tennessee and
offers a full range of banking services through various 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 $5.5 billion in total assets
as of December 31, 1994. 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 $17.6 billion in assets as of December 31, 1994,
approximately $10.1 billion were in Alabama, approximately $3.5 billion were in
Georgia and approximately $3.0 billion were in Florida.

SouthTrust has taken advantage of the passage of interstate banking
legislation by acquiring banks in or near major metropolitan or growth markets
in Florida, Georgia, North Carolina, Mississippi, South Carolina and Tennessee.
The effect of this expansion has been to give SouthTrust access to metropolitan
or growth markets with favorable prospects for growth of population, per capita
income, and business development opportunities.

Through the second quarter of 1995, SouthTrust effected acquisitions
of four financial institutions, with total assets of approximately $494.0
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>
FBC Holding Company, Inc. Crestview, Florida 51.6 45.7 23.8
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 the transactions with FBC and Citizens
Bank of MacClenny each will be accounted for as a pooling of interests, and
that its transaction with First Commercial Financial Corp. 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 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 FBC Common Stock in the
Merger.

6
<PAGE> 8

The principal executive offices of SouthTrust are located at 420 North
20th Street, Birmingham, Alabama 35203, and its telephone number is (205)
254-5000.

FBC and the Bank

FBC was organized under the laws of the State of Florida in 1989 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 and branch office in
Crestview, Florida. The Bank is a member of and its deposits are insured by
the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation
("FDIC"). FBC is subject to regulation, examination and supervision by the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board"),
and the Bank is subject to regulation, examination and supervision by the
Federal Reserve Board and the Florida Department of Banking and Finance (the
"Florida Department"). See "CERTAIN INFORMATION CONCERNING THE BUSINESS OF FBC
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 Okaloosa County,
Florida, and the total population of this area was approximately 155,000 as of
December 31, 1994.

FBC and the Bank each maintain their principal executive offices at
361 North Main Street, Crestview, Florida 32536 and the telephone number at
such office is (904) 682-2737.

SouthTrust of Florida, Inc.

ST-Sub, a Florida corporation, is a wholly-owned subsidiary of
SouthTrust. It was organized under the laws of Florida in 1982 and owns all of
the issued and outstanding capital stock of ST-Bank.

SPECIAL MEETING

The Special Meeting will be held at 5:00 p.m., local time, on
September 20, 1995, at the offices of FBC, 361 North Main Street, Crestview,
Florida 32536 to consider and vote upon the Merger Agreement. Only holders of
record of shares of FBC Common Stock as of the close of business on August 8,
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 FBC
at the Special Meeting, the receipt of required regulatory approvals, and other
conditions, FBC will be merged into ST-Sub pursuant to the Merger Agreement.
At the Effective Time of the Merger, each outstanding share of FBC Common Stock
will be converted, subject to rights of dissent and exclusive of FBC Common
Stock held in the treasury of FBC, into the right to receive 4.52 shares of
SouthTrust Common Stock; provided, however, that if 4.52, when multiplied by
the average last sales price of a share of SouthTrust Common Stock for the
seven (7) trading days immediately preceding the second trading day prior to
the Effective Time of the Merger (as defined below), as reported by Nasdaq,
results in the value of each share of FBC Common Stock being less than $88.80,
then SouthTrust, by an instrument in writing delivered to FBC prior to 11:00
a.m., Birmingham, Alabama time on the last trading day prior to the Effective
Time of the Merger, may elect to adjust the Conversion Ratio so that the
Conversion Ratio, when multiplied by such average last sales price of a share
of SouthTrust Common Stock as set forth above, shall equal $88.80; provided
further that if SouthTrust does not elect to adjust the Conversion Ratio in
such manner, then FBC shall be entitled, at its option, to terminate the Merger
Agreement by delivery to SouthTrust of an instrument in writing to such effect.
No fractional shares of SouthTrust Common Stock will be issued in the Merger,
and, in lieu thereof, each holder of shares of FBC Common Stock who otherwise
would have been entitled to receive a fractional share of SouthTrust Common
Stock will be entitled to receive a cash payment in an amount equal to the
product of (i) the fractional interest of a share of SouthTrust Common Stock to
which such holder otherwise would have been entitled and (ii) the last sales
price of such share of SouthTrust Common Stock as reported on Nasdaq on the
last trading day immediately preceding

7
<PAGE> 9

the Effective Time of the Merger. Following the consummation of the Merger,
the Bank will be merged with and into ST-Bank.

As amended, the Merger Agreement provides that on the Closing Date,
the Bank, after consultation with SouthTrust, will write down the Loan to an
amount equal to the estimated net realizable value of the Loan as of the
Closing Date, which amount shall not be less than $211,000 nor greater than
$285,000. Immediately prior to the Effective Time of the Merger, the Bank will
distribute to FBC and FBC, in turn, will take appropriate steps to make the
Distribution. The Trustees will hold the Distribution in trust for the benefit
of the holders of the shares of FBC Common Stock pursuant to the Trust
Agreement. The Trust Agreement must be delivered to SouthTrust on or before
the Closing Date and such delivery is a condition of SouthTrust's obligation to
consummate the Merger.

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 FBC Common Stock a letter of transmittal for use in exchanging
their stock certificates formerly representing shares of FBC Common Stock for
certificates representing the appropriate number of shares of SouthTrust Common
Stock.

Following the consummation of the Merger, the Bank will be merged with
and into ST-Bank (the "Subsidiary Merger") pursuant to that certain Subsidiary
Merger Agreement, dated as of March 14, 1995 between the Bank and ST-Bank, a
copy of which is annexed hereto as Exhibit B (the "Subsidiary Merger
Agreement"), with ST-Bank being the surviving bank.

Vote Required

The affirmative vote of the holders of a majority of the outstanding
shares of FBC Common Stock is required to approve the Merger Agreement. As of
the Record Date, FBC Directors and Executive Officers (a total of 15 persons)
beneficially owned a total of 59,139 shares of FBC Common Stock, representing
approximately 73.9% of the shares of FBC Common Stock entitled to vote at the
Special Meeting. However, since the foregoing beneficial ownership figures
include shares held by the ESOP which are allocated to participants of the
ESOP, and the participants have the right to direct the co-trustees as to the
manner in which such shares are to be voted with respect to approval of the
Merger Agreement, for purposes of the vote at the Special Meeting, the FBC
Directors and Executive Officers are deemed to beneficially own a total of only
51,656 shares of FBC Common Stock, representing approximately 64.6% of the
shares of FBC Common Stock entitled to vote at the Special Meeting.

Recommendation of the Board of Directors

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

Opinion of Financial Advisor

The Board of Directors of FBC engaged Alex Sheshunoff & Co. Investment
Banking ("Sheshunoff") to consider the fairness of the Merger from a financial
point of view, to the shareholders of FBC. Sheshunoff has delivered its
opinion letter dated August 3, 1995, to the Board of Directors of FBC, a copy
of which is attached hereto as Exhibit C, 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 FBC.

Sheshunoff was engaged to render the aforementioned fairness opinion.
FBC paid Sheshunoff a fee of $14,500 for preparing the aforementioned fairness
opinion, plus out of pocket expenses, regardless of whether the Merger is
consummated.

8
<PAGE> 10

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.

SouthTrust also has agreed in the Merger Agreement, for a period of
four years following the Effective Time of the Merger, to ensure that all
rights to indemnification and all liabilities existing in favor of the
officers, directors or employees of FBC and the Bank, as provided in the
Articles of Incorporation and Bylaws of FBC and the Bank, as in effect on the
date of the Merger Agreement, with respect to claims or liabilities arising
from facts or events existing or occurring prior to the Effective Time of the
Merger, shall continue in full force and effect. SouthTrust has also agreed to
indemnify, defend and hold harmless FBC 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 insofar as such arise out of
or are based upon any untrue statement or alleged untrue statement of material
fact contained in this Proxy Statement/ Prospectus or any application for the
approval of the transactions contemplated by the Merger Agreement filed with
certain regulatory authorities or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary to make
statements therein, in light of the circumstances under which they were made,
not misleading. SouthTrust has also agreed to indemnify the trustees of the
ESOP of FBC against certain liabilities that such persons may incur as a result
of certain transactions effected by the ESOP of FBC.

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

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

The respective obligations of SouthTrust and FBC to consummate the
Merger are subject to the satisfaction of certain conditions, including, among
others, (i) the receipt of all required regulatory approvals with respect to
the Merger, (ii) the approval of the Merger Agreement by the requisite vote of
the shareholders of FBC, and (iii) certain other conditions customary in
transactions of this kind.

The Merger is subject to approval by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). 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 expiration of all requisite waiting periods, and (ii)
approval by the shareholders of FBC of the Merger Agreement.

On or about March 8, 1995, SouthTrust filed an application with the
Federal Reserve Board seeking approval to merge FBC into ST-Sub. SouthTrust
received a letter dated April 12, 1995 from the Federal Reserve Board
acknowledging acceptance of SouthTrust's application. The application was
approved on May 12, 1995. In addition, SouthTrust filed a merger application
under the Florida Banking Code with the Florida Department of Banking and
Finance and an application under the Bank Merger Act with the FDIC on April 7,
1995 and March 22, 1995, respectively, seeking to merge the Bank into ST-Bank.
The 15 day waiting period which begins to run upon the approval of the Merger
by the Federal Reserve Board and the FDIC, whichever approval is obtained last,
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, expired on June 7, 1995.
On August 2, 1995, SouthTrust informed the Federal Reserve Board, the FDIC and
the Florida Department of the revised terms of the Merger, as reflected

9
<PAGE> 11

by Amendment No. 1 to the Merger Agreement. SouthTrust does not currently
anticipate that the revisions made to the terms of the Merger Agreement will
affect any regulatory approvals.

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

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

Termination

Effective Time of the Merger

The Merger will become effective upon the filing of appropriate
Articles of Merger relating thereto with the Secretary of the State of State of
Florida, unless a later date is specified in such Articles of Merger. 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 September 21, 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
summarized elsewhere in this Proxy Statement/Prospectus, a holder of shares of
FBC Common Stock is entitled to dissent from the Merger and demand the fair
value of the shares of FBC Common Stock held by such holder in cash. See "THE
MERGER - Rights of Dissent and Appraisal." A copy of the provisions of the
Florida Business Corporation Act regarding such rights of dissent is attached
hereto as Exhibit D.

COMPARATIVE STOCK PRICES

SouthTrust Common Stock is traded in the over-the-counter market
through the facilities of Nasdaq. The market for shares of FBC Common Stock is
not active and during the last two years, the sales price of all shares of FBC
Common Stock of which FBC had knowledge ranged from $32 to $64 per share. The
last sale of shares of FBC Common Stock known to FBC occurred on or about July
11, 1994, at a sales price of $64 per share.

10
<PAGE> 12

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 FBC
Common Stock Common Stock
Last Sales Price Equivalent (3)
-------------------- ----------------

<S> <C> <C> <C>
(1) February 16, 1995 . . . . . . . $21.375 $ 89.775
(2) August 10, 1995. . . . . . . . $24.50 $110.74
</TABLE>

__________________________________

(1) Last trading day preceding the announcement of the execution of the
Merger Agreement.
(2) Most recent date practicable preceding the date of this Proxy
Statement/Prospectus.
(3) Pro forma equivalents calculated using the historical last sales price
for SouthTrust Common Stock as of the selected date multiplied by the
Conversion Ratio of 4.52 shares of SouthTrust Common Stock per share
of FBC Common Stock.

The shareholders of FBC are advised to obtain current market
quotations for or information regarding SouthTrust Common Stock and FBC Common
Stock. No assurance can be given as to the market price of SouthTrust Common
Stock or the value of FBC 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 may be increased, at the option of
SouthTrust, if the average last sales price of SouthTrust Common Stock for the
seven (7) days immediately preceding the second trading day prior to the
Effective Time of the Merger, multiplied by 4.52, does not result in a value of
$88.80, the Conversion Ratio may not be definitively determined until just
prior to the Effective Time of the Merger. Based upon the last sales price of
SouthTrust Common Stock as reported by Nasdaq on August 10, 1995 (the
last trading day immediately prior to the date of this Proxy
Statement/Prospectus), SouthTrust would not have the option to adjust the
Conversion Ratio.

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

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 FBC who
are not deemed to be "affiliates" (as that term is defined in the rules under
the Securities Act) of FBC and who do not become affiliates of SouthTrust. The
shares of SouthTrust Common Stock to be issued to affiliates of FBC 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 FBC 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 FBC 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 FBC 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."

11
<PAGE> 13

DIFFERENCES IN RIGHTS OF FBC SHAREHOLDERS

Upon consummation of the Merger, FBC shareholders will become
SouthTrust stockholders. As a result, their rights as shareholders, which now
are governed by Florida corporate and banking law and the Articles of
Incorporation and Bylaws of FBC, will be governed by Delaware corporate law and
the Restated Certificate of Incorporation and Bylaws of SouthTrust. Because of
certain differences between the provisions of Florida law and Delaware
corporate law and of the Articles of Incorporation and Bylaws of FBC and the
Restated Certificate of Incorporation and Bylaws of SouthTrust, the current
rights of FBC 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 FBC."

ACCOUNTING TREATMENT

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

TAX TREATMENT

FBC will receive the opinion of Bradley, Arant, Rose & White, to the
effect that, for federal income tax purposes and based upon certain
assumptions: (i) the Merger will qualify as a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) no
gain or loss will be recognized by holders of shares of FBC 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 FBC pursuant to the Merger and the holding period therefor will
be the same as the basis and holding period of the FBC Common Stock surrendered
in exchange therefor. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."

In addition, each holder of FBC Common Stock may be required to
include his or her pro rata share of the Distribution in his or her taxable
income. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."

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

12
<PAGE> 14

EQUIVALENT SHARE DATA

The following summary presents comparative historical unaudited per
share data for both SouthTrust and FBC. 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 FBC pro forma equivalent amounts
are computed by multiplying the pro forma amounts by a factor of 4.52 to
reflect the Conversion Ratio in the Merger of 4.52 shares of SouthTrust Common
Stock for each share of FBC 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. The
Conversion Ratio may be adjusted by SouthTrust upon the occurrence of certain
events and at the discretion of SouthTrust. See "THE MERGER - General."

Years Ended Three Months
December 31, Ended
---------------------------------------- March 31,
1994 1993 1992 1995
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Net income (loss) per common share:
SouthTrust $ 2.15 $ 1.94 $ 1.66 $ 0.57
FBC 6.56 5.39 3.00 0.63
SouthTrust pro forma combined 2.14 1.93 1.65 0.57
FBC pro forma equivalent 9.68 8.73 7.47 2.57

Cash dividends per common share:
SouthTrust $ 0.68 $ 0.60 $ 0.52 $ 0.20
FBC 0.40 0.40 0.40 0.00
SouthTrust pro forma combined(1) 0.68 0.60 0.52 0.20
FBC pro forma equivalent 3.07 2.71 2.35 0.90

Book value per common share (period end):
SouthTrust $ 13.94 $ 13.25 $ 11.55 $ 14.47
FBC(2) 63.55 56.75 51.23 64.18
SouthTrust pro forma combined 13.93 13.24 11.55 14.41
FBC pro forma equivalent 62.98 59.86 52.21 65.12
</TABLE>

__________________________

(1) SouthTrust pro forma combined dividends represent historical cash
dividends of SouthTrust.
(2) Book value per common share excludes unrealized loss on
available-for-sale securities for the year ending December 31, 1994.

13
<PAGE> 15

SELECTED FINANCIAL DATA

The following tables set forth certain selected historical
consolidated financial information for SouthTrust and FBC. The historical
income statement data included in the selected financial data for the five most
recent fiscal years are derived from audited consolidated financial statements
of SouthTrust and audited consolidated financial statements of FBC. This
information should be read in conjunction with the consolidated financial
statements of SouthTrust and FBC, 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 $ 339,602 $238,207
Interest expense 501,067 397,743 382,930 474,453 498,329 177,008 99,881
---------- --------- --------- -------- --------- --------- --------
Net interest income 607,545 529,808 445,150 349,272 278,332 162,594 138,326
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 562,561 484,776 401,845 311,230 233,697 150,052 128,137
Non-interest income 184,778 174,702 136,683 108,881 91,084 47,942 46,823
Non-interest expense 485,999 434,951 373,636 296,796 234,713 126,955 113,406
---------- --------- --------- -------- --------- --------- --------
Income before income taxes 261,340 224,527 164,892 123,315 90,068 71,039 61,554
Provision for income taxes 88,338 73,992 50,646 33,309 20,360 24,199 20,817
---------- --------- --------- -------- --------- --------- --------
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>

14
<PAGE> 16

FBC HOLDING COMPANY, 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 $ 3,549 $ 3,171 $ 3,208 $ 3,555 $ 3,897 $ 1003 $ 795
Interest expense 1,299 1,140 1,319 1,889 2,147 446 287
--------- --------- --------- -------- --------- --------- --------
Net interest income 2,250 2,031 1,889 1,666 1,750 557 508
Provision for loan losses 28 55 0 60 60 11 7
--------- --------- --------- -------- --------- --------- --------
Net interest income after
provision for loan losses 2,222 1,976 1,889 1,606 1,690 546 501
Non-interest income 381 446 484 619 411 88 109
Non-interest expense 1,915 1,853 1,962 1,900 1,740 530 432
--------- --------- --------- -------- --------- --------- --------
Income before income taxes 688 569 411 325 361 104 178
Provision for income taxes 163 173 171 141 96 54 57
--------- --------- --------- -------- --------- --------- --------
Income before cumulative effect
of accounting charge 525 396 240 184 265 50 121
Cumulative effect of accounting
change -- 35 -- -- -- -- --
--------- --------- --------- -------- --------- --------- --------
Net income $ 525 $ 431 $ 240 $ 184 $ 265 $ 50 $ 121
========= ========= ========= ======== ========= ========= ========

Net income per common share
and common share equivalent $ 6.56 $ 5.39 $ 3.00 $ 2.30 $ 3.32 $ 0.63 $ 1.51
Cash dividends declared
per common share 0.40 0.40 0.40 0.40 0.40 0.00 0.00
Average common shares and common
share equivalents outstanding 80,000 80,000 80,000 80,000 80,000 80,000 80,000

BALANCE SHEET DATA (at period end)
(in thousands):
Total assets $ 50,339 $ 44,598 $ 42,742 $ 40,000 $ 39,916 $ 52,485 $ 48,344
Total loans net of unearned income 22,874 20,011 17,547 16,488 17,796 23,593 19,576
Total deposits 45,314 39,342 37,838 35,338 35,099 47,011 43,036
Total stockholders' equity 4,339 4,540 4,098 3,855 3,684 4,711 4,557
-----------------------
</TABLE>

(1) Effective January 1, 1994, FBC adopted SFAS No. 115, Accounting for Certain
Investment in Debt Equity Securities. As a result, unrealized depreciation
on available-for-sale securities of approximately $745,000 is included in
total stockholders' equity for the year ending December 31, 1994. Also,
ESOP indebtedness is included as a reduction of stockholders' equity in
each of the years presented.

15
<PAGE> 17

THE MERGER

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

GENERAL

The Merger Agreement has been approved by the members of the Boards of
Directors of FBC, 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. The Subsidiary Merger Agreement has been approved by
the Boards of Directors of the Bank and ST-Bank, by ST-Sub as the sole
shareholder of ST-Bank and by FBC as the sole shareholder of the Bank.

Pursuant to the Merger Agreement, FBC will be merged with and into
ST-Sub pursuant to the Florida Business Corporation Act, and ST-Sub shall be
the surviving corporation in the Merger. Upon the effectiveness of the Merger,
each outstanding share of FBC Common Stock, subject to rights of dissent and
exclusive of shares of FBC Common Stock held in the treasury of FBC, shall be
converted into the right to receive 4.52 shares of SouthTrust Common Stock;
provided, however, that if 4.52, when multiplied by the average last sales
price of SouthTrust Common Stock for the seven (7) trading days immediately
preceding the second trading day prior to the Effective Time of the Merger, as
reported by Nasdaq, results in the value of each outstanding share of FBC
Common Stock being less than $88.80, then SouthTrust, by an instrument in
writing delivered to FBC prior to 11:00 a.m., Birmingham, Alabama time on the
last trading day prior to the Effective Time of the Merger, may elect to adjust
the Conversion Ratio so that the Conversion Ratio, when multiplied by such
average last sales price of SouthTrust Common Stock as set forth above, shall
equal $88.80; provided further that if SouthTrust does not elect to adjust the
Conversion Ratio in such manner, then FBC shall be entitled, at its option, to
terminate the Merger Agreement by delivery to SouthTrust of an instrument in
writing to such effect. 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,
reclassifications 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 FBC Common Stock who otherwise would
have been entitled to receive a fractional share of SouthTrust Common Stock
will be entitled to receive a cash payment in an amount equal to the product of
(i) the fractional interest of a share of SouthTrust Common Stock to which such
holder otherwise would have been entitled and (ii) the last sales price of such
share of SouthTrust Common Stock as reported by Nasdaq on the last trading day
preceding the Effective Time of the Merger.

The Conversion Ratio may be increased, at the option of SouthTrust, if
the average last sales price of SouthTrust Common Stock as reported by Nasdaq
for the seven (7) days immediately preceding the second trading day prior to
the Effective Time of the Merger, multiplied by 4.52, results in a value for
each share of FBC Common Stock of less than $88.80. The Conversion Ratio,
therefore, may not be definitively determined until just prior to the Effective
Time of the Merger. Based upon the last sales price of SouthTrust Common Stock
on August 10, 1995 (the last trading day immediately prior to the date
of this Proxy Statement/Prospectus), which last sales price is $24 1/2, the
Conversion Ratio would remain 4.52. In the event that SouthTrust has the right
to adjust the Conversion Ratio but chooses not to exercise such right, then FBC
is entitled, at its option, to terminate the Merger Agreement. In addition, if
the last sales price of a share of SouthTrust Common Stock as reported by
Nasdaq for the last trading day immediately preceding the Effective Time of the
Merger is less than $18.25 per share, then FBC shall be entitled, at its
option, to terminate the Merger Agreement. See "DESCRIPTION OF SOUTHTRUST
CAPITAL STOCK-SouthTrust Common Stock" and "MARKET AND DIVIDEND INFORMATION
RESPECTING THE COMMON STOCK OF SOUTHTRUST AND FBC." For additional information
regarding the terms of the Merger, see the Merger Agreement which is attached
hereto as Exhibit A and "THE MERGER."

Following the consummation of the Merger, and pursuant to the terms of
the Subsidiary Merger Agreement, the Bank, a wholly owned subsidiary of FBC,
shall be merged with and into ST-Bank, a wholly owned subsidiary of ST-Sub, and
ST-Bank shall be the surviving bank. Upon the consummation of the Subsidiary
Merger, all of the issued and outstanding shares of capital stock of the Bank
shall be canceled, and all of the shares of capital stock of ST-Bank
outstanding immediately prior to the consummation of the Subsidiary Merger
shall constitute the only outstanding shares of capital stock of the surviving
bank.

16
<PAGE> 18

Subject to the approval of the Merger Agreement by the shareholders of
FBC, 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 the State of Florida, 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 FBC of the Merger.

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

In July 1994, the Board of Directors of FBC was informed by a
representative of the majority shareholders of FBC that the majority
shareholders had determined to sell their interest in FBC and they had sought
indications of interest from other financial institutions with respect thereto.
After being informed of the majority shareholders' decision to sell their
interests in FBC, the Board authorized the representative to seek offers for
all of the outstanding FBC stock. The representative inquired of or received
inquiries from six regional financial institutions regarding possible interest
in purchasing FBC. Two of the institutions conducted preliminary due diligence
investigations on FBC and its subsidiary bank. After evaluating the various
proposals, the Board of Directors determined to execute a nonbinding letter
expressing an interest in pursuing such a transaction with SouthTrust. The
nonbinding letter of intent was executed October 12, 1994. Thereafter, the
parties engaged in discussions looking toward the execution of a definitive
agreement respecting the transaction.

At meetings held in December of 1994 and January and February of 1995,
the Board of Directors of FBC reviewed and considered the terms of the Merger
Agreement. At the January 5 meeting, the Board of Directors determined to
obtain and review an opinion from Alex Sheshunoff & Co. Investment Banking, an
independent financial advisor, as to the fairness of the financial terms of the
transaction prior to authorizing execution of the Merger Agreement. At a Board
of Directors meeting held on February 2, 1995, the Board of Directors received
an oral presentation and a written opinion from a Sheshunoff representative
that the terms of the Merger, as provided in the Merger Agreement, are fair and
equitable, from a financial perspective, to FBC and its shareholders.
Accordingly, the Board of Directors authorized the execution of the Merger
Agreement. See "Opinion of Financial Advisor." Thereafter, on February 17,
1995, the Merger Agreement was executed by the parties.

During the course of its due diligence review of FBC, SouthTrust
identified the Loan as a significant loan made by the Bank which SouthTrust
concluded might be uncollectible by the Bank for its full value. As a
condition to its further participation in the Merger, SouthTrust proposed to
FBC that such loan be distributed for the benefit of the holders of FBC Common
Stock on the Record Date and that the Conversion Ratio be revised from 4.80 to
4.52. At meetings held in July and August 1995, the Board of Directors of FBC
considered this proposal and the terms of Amendment No. 1 to the Merger
Agreement. On August 3, 1995 the Board of Directors of FBC received a written
opinion from a Sheshunoff representative that the terms of the Merger, as
revised pursuant to Amendment No. 1 of the Merger Agreement, are fair and
equitable, from a financial perspective, to FBC and its shareholders. See
"Opinion of Financial Advisor." On August 2, 1995, the Board of Directors
approved the execution of Amendment No. 1 to the Merger Agreement and the
parties executed Amendment No. 1 to the Merger Agreement on that date.

The Conversion Ratio, which represents the number of shares of
SouthTrust Common Stock to be exchanged for each outstanding share of FBC
Common Stock, reflects prices that were negotiated on an arm's-length basis
between representatives of FBC and representatives of SouthTrust. There was no
affiliation between FBC 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 FBC 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 the shareholders of FBC relative
to the book value and earnings per share of FBC Common Stock; (b) certain
information concerning the financial condition, results of operations and
business prospects of FBC and SouthTrust; (c) the marketability of FBC Common
Stock; (d) the competitive and regulatory environment for financial
institutions generally; (e) the fact that the Merger will enable FBC
shareholders to exchange their shares of FBC 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; (g) the tax-

17
<PAGE> 19

free nature of the exchange of FBC Common Stock for SouthTrust Common Stock;
and (h) other pertinent information. The Board of Directors of FBC did not
assign any relative weights to the above factors, but it considered all of such
factors to be material. The Board of Directors believes that it appropriately
addressed all of the relevant concerns in the proposed transaction with
SouthTrust, and it concluded that the terms of the transaction with SouthTrust
are fair to the shareholders of FBC from a financial point of view. The Board
of Directors of FBC engaged Sheshunoff, an independent financial advisor, to
issue an opinion that the transaction is fair, from a financial point of view,
to the shareholders of FBC. Based on these factors, the Board of Directors of
FBC has determined that the Merger is in the best interests of the shareholders
of FBC 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 FBC and the Bank will
augment SouthTrust's existing market share in the Crestview, Florida banking
market and enhance its competitive position in such market.

OPINION OF FINANCIAL ADVISOR

In January 1995, FBC retained Sheshunoff, an investment banking firm
based in Austin, Texas, on the basis of its experience, to render a written
fairness opinion (the "Opinion") to the Board of Directors and shareholders of
FBC. Sheshunoff has been in the business of consulting for the banking
industry for twenty years, including the appraisal and valuation of banking
institutions and their securities in connection with mergers and acquisitions
and equity offerings. Sheshunoff has a long history of familiarity and
involvement with the banking industry nationwide, as well as familiarity with
the Florida market and recent transactions in this market. Sheshunoff did
review the negotiated terms of the Merger Agreement, including corporate
governance matters. Except as described herein, Sheshunoff is not affiliated
in any way with FBC or SouthTrust, or their respective affiliates.

On January 23, 1995, in connection with their consideration of the
Merger Agreement, Sheshunoff issued its Opinion to the Board of Directors of
FBC that, in its opinion as investment bankers, the terms of the Merger as
provided in the Merger Agreement are fair and equitable, from a financial
perspective, to FBC and its shareholders. ON AUGUST 3, 1995, IN CONNECTION
WITH THEIR CONSIDERATION OF THE MERGER AGREEMENT, AS AMENDED BY THAT CERTAIN
AMENDMENT NO. 1 TO THE MERGER AGREEMENT DATED AUGUST 2, 1995 ("AMENDMENT NO.
1"), SHESHUNOFF ISSUED ITS WRITTEN OPINION TO THE BOARD OF DIRECTORS OF FBC
THAT, IN ITS OPINION AS INVESTMENT BANKERS, THE TERMS OF THE MERGER ARE FAIR AND
EQUITABLE, FROM A FINANCIAL PERSPECTIVE, TO FBC AND ITS SHAREHOLDERS. This
Opinion is based upon conditions as they existed on June 30, 1995. A copy
of the Opinion is attached as Exhibit C to this Proxy Statement/Prospectus and
should be read in its entirety by shareholders of FBC. Sheshunoff's written
opinion does not constitute an endorsement of the Merger or a recommendation to
any shareholder as to how such shareholder should vote.

In rendering its Opinion, Sheshunoff reviewed certain publicly
available information concerning FBC and SouthTrust. Sheshunoff considered
many factors in making its evaluation. In arriving at the Opinion regarding
the fairness of the transaction, Sheshunoff reviewed: (i) the Merger
Agreement, including Amendment No. 1; (ii) the most recent external auditor's
reports to the Board of Directors of each organization; (iii) the June 30, 1995
balance sheet and income statement for each organization, the audited annual
report of SouthTrust and the audited December 31, 1993 balance sheet and income
statement for each organization; (iv) the rate sensitivity analysis reports for
each organization; (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 for each organization; (viii) the budget and long range operating
plan of each organization; (ix) a listing of unfunded letters of credit and any
other off balance sheet risks for each organization; (x) the minutes of the
Board of Directors meetings of each organization; (xi) the most recent Board
report for each organization; (xii) the listing and description of significant
real properties for each organization; (xiii) material leases on real and
personal property; (xiv) the directors and officers liability and blanket bond
insurance policies for each

18
<PAGE> 20

organization; and (xv) market conditions and current trading levels of
outstanding equity securities of both organizations. Sheshunoff conducted an
on-site review of each organization's historical performance, current financial
condition and performed a market area analysis.

In addition, Sheshunoff discussed with the management of FBC and
SouthTrust the relative operating performance and future prospects of each
organization, primarily with respect to the current level of their earnings and
future expected operating results, giving weight to Sheshunoff's assessment of
the future of the banking industry and each organization's performance within
the industry. Sheshunoff compared the results of operation of FBC with the
results of operation of a peer group comprised of all Florida banks with total
assets of $50 to $99 million (96 banks). Sheshunoff compared the results of
operation of SouthTrust with the results of operation of a peer group comprised
of all bank holding companies in the Southeastern United States with total
assets over $1 billion (52 bank holding companies).

Many variables affect the value of banks, not the least of which is
the uncertainty of future events, so that the relative importance of the
valuation variables differs in different situations, with the result that
appraisal theorists argue about which variables are the most appropriate ones
on which to focus. However, most appraisers agree that the primary financial
variables to be considered are earnings, equity, dividends or dividend-paying
capacity, asset quality and cash flow. In addition, in most instances, if not
all, value is further tempered by non-financial factors such as marketability,
voting rights or block size, history of past sales of the banking company's
stock, nature and relationship of the other shareholdings in the bank, and
special ownership or management considerations.

Sheshunoff analyzed the total purchase price on a cash equivalent fair
market value basis using standard evaluation techniques (as discussed below)
including comparable sales multiples, not present value, cash flow analysis,
return on investment and the price equity index based on certain assumptions of
projected growth, earnings and dividends and a range of discount rates from 10%
to 15%.

Net Asset Value Analysis. Net asset value is the value of the net
equity of a bank, including every kind of property and value. This approach
normally assumes liquidation on the date of appraisal with the recognition of
securities gains or losses, real estate appreciation or depreciation,
adjustments to the loan loss reserve, discounts to the loan portfolio and
changes in the net value of other assets. As such, it is not the best approach
to use when valuing a going concern, because it is based on historical costs
and varying accounting methods. Even if the assets and liabilities are
adjusted to reflect prevailing prices and yields (which is often of limited
accuracy because readily available data is often lacking), it still results in
a liquidation value for the concern. Furthermore, since this method does not
take into account the values attributable to the going concern such as the
interrelationship among the company's assets and liabilities, customer
relations, market presence, image and reputation, and staff expertise and
depth, little weight is given by Sheshunoff to the net asset value method of
valuation.

Market Value Analysis. Market value is generally defined as the
price, established on an "arms-length" basis, at which knowledgeable, unrelated
buyers and sellers would agree. The market value is frequently used to
determine the price of a minority block of stock when both the quantity and the
quality of the "comparable" data are deemed sufficient. However, the relative
thinness of the specific market for the stock of the banking company being
appraised may result in the need to review alternative markets for comparative
pricing purposes. The "hypothetical" market value for a small bank with a thin
market for its stock is normally determined by comparison to the average price
to earnings, price to equity and dividend yield of local or regional
publicly-traded bank issues, adjusting for significant differences in financial
performance criteria and for any lack of marketability or liquidity. The
market value in connection with the evaluation of control of a bank is
determined by the previous sales of banks in the state or region. In valuing a
business enterprise, when sufficient comparable trade data is available, the
market value deserves greater weighing than the net asset value and similar
emphasis as the investment value as discussed below.

Sheshunoff maintains substantial files concerning the prices paid for
banking institutions nationwide. The database includes transactions involving
Florida banking organizations and banking organizations in the Southern region
of the United States in 1995 and over the past five years. The database
provides comparable pricing and financial performance data for banking
organizations sold or acquired. Organized by different peer groups, the data

19
<PAGE> 21

presents averages of financial performance and purchase price levels, thereby
facilitating a valid comparative purchase price analysis. In analyzing the
transaction value of FBC, Sheshunoff has considered the market approach and has
evaluated price to equity and price to earnings multiples of Florida banking
organizations sold from August 1, 1994 to August 1, 1995.

Comparable Sales Multiples. Sheshunoff calculated an "Adjusted Book
Value" of $113.18 per share based on FBC's June 30, 1995 equity and the average
price to equity multiple of 1.71x for Florida banking organizations sold from
August 1, 1994 to August 1, 1995. Sheshunoff calculated an "Adjusted Earnings
Value" of $119.85 per share based on FBC's 1994 earnings and the average price
to earnings multiple of 18.27x for Florida banking organizations sold in 1994.
The financial performance characteristics of the regional banking organizations
vary, sometimes substantially, from those of FBC. When the variance is
significant for relevant performance factors, adjustments to the price
multiples are appropriate when comparing them to the transaction value.

Investment Value Analysis. The investment value is sometimes referred
to as the income value or earnings value. One investment value method
frequently used estimates the present value of an enterprise's future earnings
or cash flow. Another popular investment value method is to determine the
level of current annual benefits (earnings, cash flow, dividends, etc.), and
then capitalize one or more of the benefit types using an appropriate
capitalization rate such as an earnings or dividend yield. Yet another method
of calculating investment value is a cash flow analysis of the ability of a
banking company to service acquisition debt obligations (at a certain price
level) while providing sufficient earnings for reasonable dividends and capital
adequacy requirements. In connection with the cash flow analysis, the return
on investment that would accrue to a prospective buyer at the transaction value
is calculated. The investment value methods which were analyzed in connection
with this transacting were the net present value analysis, the cash flow
analysis and the return on investment analysis, which are discussed below.

Net Present Value Analysis. The investment or earnings value of any
banking organization's stock is an estimate of the present value of the future
benefits, usually earnings, cash flow or dividends, which will accrue to the
stock. An earnings value is calculated using an annual future earnings stream
over a period of time of not less than ten years and the residual value of the
earnings stream after ten years, assuming no earnings growth, and an
appropriate capitalization rate (the net present value discount rate).
Sheshunoff's computations were based on an analysis of the banking industry,
the economic and competitive situations in FBC's market area, its current
financial condition and historical levels of growth and earnings. Using a net
present value discount rate of 12%, an acceptable discount rate considering the
risk-return relationship most investors would demand for an investment of this
type as of the valuation date, the "Net Present Value of Future Earnings"
equaled $86.58 per share.

Cash Flow Analysis. The cash flow method assumes the formation of a
bank holding company with maximum leverage according to Federal Reserve System
guidelines and analyzes the ability of the bank to retire holding company
acquisition debt within a reasonable period of time while maintaining adequate
capital. Using this method Sheshunoff arrived at a value of $98.00 per share.

Return on Investment Analysis. Return on investment analysis ("ROI")
also assumes the formation of a bank holding company using maximum regulatory
leverage and analyzes the ten year ROI of a 33.33% equity investment at the
transaction value of $112.44 per share for FBC compared to a liquidation at book
value in the year 2004 and a sale at ten times projected earnings for the year
2004. This ROI analysis provides a benchmark for assessing the validity of the
transaction value of a majority block of stock. The ROI analysis is one
approach to valuing a going concern, and is directly impacted by the earnings
stream, dividend payout levels and levels of debt, if any. Other financial and
nonfinancial factors indirectly affect the ROI; however, these factors more
directly influence the level of ROI an investor would demand from an investment
in a majority block of stock of a specific bank at a certain point in time.
The ROI assuming liquidation at book value in 2004 equaled 6.08%, and the ROI
assuming sale at ten times projected earnings in 2004 equaled 13.56%.

Transaction Value Equity Index. Furthermore, a price level indicator,
the transaction value equity index, may be used to confirm the validity of the
transaction value. The transaction value equity index facilitates a truer
price level comparison with comparable banking organizations, regardless of the
differing levels of equity capital and earnings. In this instance, a
transaction value of $112.44 per share results in a transaction value equity
index of 16.75. The weighted average price equity index for banking
organizations sold in Florida from August 1, 1994 to August 1, 1995 equaled 11.

20
<PAGE> 22

Net Present Value-to-Transaction Value Ratio. Finally, another test
of appropriateness for the transaction value of a majority block of stock is
the net present value-to-transaction value ratio. Theoretically, an earnings
stream may be valued through the use of a net present value analysis. In
Sheshunoff's experience with majority block community bank stock valuations, it
has determined that a relationship does exist between the net present value of
an "average" community banking organization and the transaction value of a
majority block of the banking organization's stock. The net present
value-to-transaction value ratio equals 100.20% for FBC. There are many other
factors to consider, when valuing a going concern, which do not directly impact
the earnings stream and the net present value but which do exert a degree of
influence over the fair market value of a going concern. These factors
include, but are not limited to, the general condition of the industry, the
economic and competitive situations in the market area and the expertise of the
management of the organization being valued.

When the net asset value, market value and investment value methods
are subjectively weighed, using the appraiser's experience and judgment, it is
Sheshunoff's opinion that the proposed transaction is fair.

Consideration was given to the levels of earnings per share, equity
per share and dividends per share appreciation or dilution percentages between
the merger partners over the next three to five years after consummation. A
merger is usually completed with the hopes of realizing economies of scale and
earnings enhancement opportunities, thereby providing a benefit to shareholders
of FBC that otherwise might not be attainable. To justify the fairness of the
transaction for FBC shareholders, it is important to project, based upon
realistic projections of future performance, a positive impact for FBC
shareholders. Sheshunoff projected that FBC shareholders will have a higher
level of earnings per share, equity per share and dividends per share after the
merger with SouthTrust than they would on a stand-alone basis.

Neither FBC nor SouthTrust imposed any limitations upon the scope of
the investigation to be performed by Sheshunoff in formulating such Opinion.
In rendering its Opinion, Sheshunoff did not independently verify the asset
quality and financial condition of FBC or SouthTrust, but instead relied upon
the date provided by or on behalf of FBC and SouthTrust 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, FBC has paid
Sheshunoff aggregate fees of $14,500. FBC also agreed to reimburse Sheshunoff
for its reasonable out-of-pocket expenses. Prior to being retained for this
assignment, Sheshunoff has provided professional services and products to FBC
and SouthTrust. The revenues derived from such services and products are
insignificant when compared to the firm's total gross revenues.

INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER

The Merger Agreement provides that the Executive Supplemental Income
Agreement dated July 12, 1994, by and between FBC, the Bank and Marland D.
Wordell, the Chairman of the Board of Directors and President of FBC, be
amended and revised prior to the Effective Time of the Merger and that, prior
to the Effective Time of the Merger, the Salary Continuation Agreement between
the Bank and Alex Clemmons, the Vice Chairman of the Board of Directors of FBC,
will be assumed by ST-Bank. As amended, the Executive Supplemental Income
Agreement will provide for certain payments to be made to Mr. Wordell upon his
death or if he retires at age 65, and in the event of termination of the
employment of Mr. Wordell within two years after a "change of control," which
is defined in such a way to include the Merger, would pay Mr. Wordell certain
payments, which, depending upon the timing of such termination, would
approximate Mr. Wordell's base monthly salary for a period of 36 months. As
amended, the Salary Continuation Agreement will provide that certain payments
(ranging from approximately

<PAGE> 23

$875 to $1,392, depending upon the date Mr. Clemmons retires as a director) for
120 months following his retirement as a director.

SouthTrust also has agreed in the Merger Agreement, for a period of
four years following the Effective Time of the Merger, to ensure that all
rights to indemnification and all liabilities existing in favor of the
officers, directors or employees of FBC and the Bank, as provided in the
Articles of Incorporation and Bylaws of FBC and the Bank, as in effect on the
date of the Merger Agreement, with respect to claims or liabilities arising
from facts or events existing or occurring prior to the Effective Time of the
Merger, shall continue in full force and effect. SouthTrust has also agreed to
indemnify, defend and hold harmless FBC 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 insofar as such arise out of
or are based upon any untrue statement or alleged untrue statement of material
fact contained in this Proxy Statement/Prospectus or any application for the
approval of the transactions contemplated by the Merger Agreement filed with
certain regulatory authorities or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary to make
statements therein, in light of the circumstances under which they were made,
not misleading. SouthTrust has also agreed to indemnify the trustees of the
ESOP of FBC against certain liabilities that such persons may incur as a result
of certain transactions effected by the ESOP of FBC.

Pursuant to the Merger Agreement, appropriate steps shall be taken to
terminate all employee benefit plans of FBC as of the Effective Time of the
Merger or as promptly as practicable thereafter, other than the Employee Stock
Ownership Plan of the Bank. Following the termination of all such employee
benefit plans (other than the ESOP), SouthTrust has agreed to cover the
officers and employees of FBC 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 FBC'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 FBC 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.

As of the date of this Proxy Statement/Prospectus, 11,517 shares of
FBC Common Stock have been allocated to the accounts of the participants in the
ESOP. The ESOP holds 12,602 shares of FBC Common Stock. Certain Executive
Officers and Directors of FBC are trustees of the ESOP. Although the
co-trustees have the power to vote the shares held by the ESOP and the
participants generally have no right to direct the voting of their allocated
shares, the participants are entitled to direct the co-trustees of the ESOP as
to the manner in which voting rights on their allocated shares are to be
exercised with respect to certain significant corporate matters, including
approval of the Merger Agreement. Therefore, with respect to the 11,517
allocated shares, the participants will direct the co-trustees of the ESOP as
to the manner in which such shares are to be voted. With respect to the 1,085
shares which have not yet been allocated to participant accounts, the
co-trustees will exercise their discretion as to how the shares are to be
voted, without direction from participants of the ESOP.

The Merger Agreement further provides that the ESOP will be terminated
as of the Effective Time of the Merger, or at such later date as SouthTrust or
ST-Sub shall determine. From and after the termination of the ESOP, for
purposes of determining eligibility to participate in, and vesting in accrued
benefits under the SouthTrust Corporation Revised Retirement Income Plan (the
"ST Retirement Plan"), employment with FBC 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.

22
<PAGE> 24

SouthTrust agreed in the Merger Agreement to make severance payments,
in accordance with the severance policies of SouthTrust and ST-Bank, to those
employees of the Bank who do not receive an offer of employment from SouthTrust
or ST-Bank prior to the Effective Time of the Merger.

EFFECT OF MERGER ON FBC COMMON STOCK

At the Effective Time of the Merger, each outstanding share of FBC
Common Stock, other than shares of FBC Common Stock held by shareholders who
have dissented from the Merger and shares of FBC Common Stock held in FBC's
treasury, shall be converted into the right to receive 4.52 shares of
SouthTrust Common Stock; provided, however, that if 4.52, when multiplied by
the average last sales price of SouthTrust Common Stock for the seven (7)
trading days immediately preceding the second trading day prior to the
Effective Time of the Merger, as reported by The Nasdaq Stock Market-National
Market, results in the value of each outstanding share of FBC Common Stock
being less than $88.80, then SouthTrust, by an instrument in writing delivered
to FBC prior to 11:00 a.m., Birmingham, Alabama time on the last trading day
prior to the Effective Time of the Merger, may elect to adjust the Conversion
Ratio so that the Conversion Ratio, when multiplied by such average last sales
price of SouthTrust Common Stock as set forth above, shall equal $88.80;
provided further that if SouthTrust does not elect to adjust the Conversion
Ratio in such manner, then FBC shall be entitled, at its option, to terminate
the Merger Agreement by delivery to SouthTrust of an instrument in writing to
such effect. 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,
reclassifications 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 FBC Common Stock who otherwise would
have been entitled to receive a fractional share of SouthTrust Common Stock
will be entitled to receive a cash payment in an amount equal to the product of
(i) the fractional interest of a share of SouthTrust Common Stock to which such
holder otherwise would have been entitled and (ii) the last sales price of such
share of SouthTrust Common Stock as reported by Nasdaq on the last trading day
immediately preceding the Effective Time of the Merger.

EFFECTIVE TIME OF THE MERGER

The Merger will become effective upon the date and at the time on
which the Articles of Merger relating thereto are filed with the Secretary of
State of the State of Florida, unless a later date is specified in such other
Articles of Merger. 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 the shareholders of FBC have approved the Merger
Agreement and all required regulatory approvals and actions 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
September 21, 1995, although there can be no assurance as to whether or when
the Merger will become effective.

EXCHANGE OF STOCK CERTIFICATES

At the Effective Time of the Merger, SouthTrust will deliver the total
consideration to be paid by SouthTrust for the shares of FBC Common Stock to
Mellon Securities Trust Company, or such other 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 will send a letter of transmittal to each former
holder of record of shares of FBC Common Stock for use in exchanging their
certificates formerly representing shares of FBC Common Stock for exchange and
conversion in accordance with the procedures provided

23
<PAGE> 25

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 FBC Common Stock will cease to be shareholders of FBC and will have
no voting or other rights with respect to shares of FBC 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 FBC Common Stock. As of the Effective Time of the Merger and
except as otherwise indicated below, all holders of shares of FBC Common Stock
shall be deemed to be holders of the shares of SouthTrust Common Stock into
which such shares of FBC Common Stock shall have been converted in the Merger,
whether or not they surrender the stock certificates representing their shares
of FBC 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 FBC Common Stock, and SouthTrust shall not be obligated to deliver
any of the consideration to which any holder of FBC 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 FBC Common Stock as provided for in the Merger
Agreement. Until the stock certificates evidencing the shares of FBC 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 FBC Common Stock is unable
to deliver the certificate which represents such holder's FBC 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 FBC 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
FBC 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

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 FBC who
are not deemed to be "affiliates" (as that term is defined in the rules under
the Securities Act) of FBC and who do not become affiliates of SouthTrust. The
shares of SouthTrust Common Stock to be issued to affiliates of FBC 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 FBC 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 FBC 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

24
<PAGE> 26

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 FBC 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 FBC 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 FBC in the Merger in
order, among other things, to assure the availability of pooling of interests
accounting treatment, see "THE MERGER - 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.
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 expiration of all requisite
waiting periods, and (ii) approval by the shareholders of FBC of the Merger
Agreement.

On or about March 8, 1995, SouthTrust filed an application with the
Federal Reserve Board seeking approval to merge FBC into ST-Sub. SouthTrust
received a letter dated April 12, 1995 from the Federal Reserve Board
acknowledging acceptance of SouthTrust's application. The application was
approved on May 12, 1995. In addition, SouthTrust filed a merger application
under the Florida Banking Code with the Florida Department of Banking and
Finance and an application under the Bank Merger Act with the FDIC on April 7,
1995 and March 22, 1995, respectively, seeking to merge the Bank into ST-Bank.
The 15 day waiting period which begins to run upon the approval of the Merger
by the Federal Reserve Board and the FDIC, whichever approval is obtained last,
during which the Merger may not be consummated and which commences the
authority of the Justice Department to challenge the Merger on antitrust
grounds, expired on June 7, 1995. On August 2, 1995, SouthTrust informed the
Federal Reserve Board, the FDIC and the Florida Department, of the revised
terms of the Merger, as reflected by Amendment No. 1 to the Merger Agreement.
SouthTrust does not currently anticipate that the revisions made to the terms
of the Merger Agreement will affect any requlatory approvals.

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 FBC 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 FBC would seek
such approval or action. There can be no assurance as to whether or when any
such other approval or action, if required, could be obtained.

In addition to receipt of all necessary regulatory approvals and the
expiration of all required notice and waiting periods following the granting of
such approvals, and the approval of the Merger Agreement by the requisite vote
of the shareholders of FBC, 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
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;

25
<PAGE> 27

(ii) The representations and warranties of FBC 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 FBC shall have performed in all material
respects 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 in
all material respects as of the Effective Time of the Merger (as
though made on and as of the Effective Time of the Merger 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 SouthTrust and ST-Sub shall
have performed in all material respects, 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
FBC, based upon advice of counsel, would have a material adverse
effect with respect to the interests of SouthTrust or FBC, 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
judgment of SouthTrust, (a) would have a material adverse effect on
the Condition (as defined in the Merger Agreement) of FBC 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 Condition 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, (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 FBC that
any fact, event or condition exists or has occurred that, in the
judgment of FBC, (a) would have a material adverse effect on the
Condition of SouthTrust (as defined in the Merger Agreement) on a
consolidated basis 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;

(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 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 FBC 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 FBC 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,

26
<PAGE> 28

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;

(ix) The total number of shares of FBC Common Stock
outstanding as of the Effective Time of the Merger, and the total
number of shares of FBC Common Stock covered by any option, warrant,
commitment, or other right or instrument to purchase or acquire any
shares of FBC Common Stock that are outstanding as of the Effective
Time of the Merger, including any securities or rights convertible
into or exchangeable for shares of FBC Common Stock, shall not exceed
80,000 shares in the aggregate;

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

(xi) The execution and delivery of a definitive Subsidiary
Merger Agreement;

(xii) The Board of Directors of FBC shall have received a
letter from an investment banking or advisory firm acceptable to FBC
(the "Fairness Opinion") dated prior to or as of the date of the
Merger Agreement relating to the transactions contemplated in the
Merger Agreement and stating that the Merger is fair, from a financial
point of view, to the shareholders of FBC, and the Fairness Opinion
shall be reconfirmed as of a date not more than five (5) business days
prior to the date that this Proxy Statement/Prospectus is delivered to
the shareholders of FBC in connection with the Special Meeting, and
the Fairness Opinion shall not have been withdrawn prior to or as of
the Effective Time of the Merger

(xiii) If the Conversion Ratio, when multiplied by the
average last sales price of a share of SouthTrust Common Stock for the
seven (7) trading days immediately preceding the second trading day
prior to the Effective Time of the Merger, as reported by Nasdaq,
results in the value of a share of FBC Common Stock being less than
$88.80, and if SouthTrust does not elect to adjust the Conversion
Ratio, then FBC shall be entitled, at its option, to terminate the
Merger Agreement;

(xiv) FBC shall have received the opinion of Bradley,
Arant, Rose & White, to the effect 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 FBC to the
extent that they receive SouthTrust Common Stock in exchange for FBC
Common Stock in the Merger;

(xv) If the last sales price of a share of SouthTrust
Common Stock as reported by Nasdaq for the last trading day
immediately preceding the Effective Time of the Merger is less than
$18.25 per share, then FBC shall be entitled, at its option, to
terminate the Merger Agreement;

(xvi) The ESOP of FBC shall have effected and consummated
the rescission of certain purchases (or other action to reverse the
effect of such stock purchases which are reasonably acceptable to
SouthTrust) made by the ESOP, and the ESOP shall have received a
release from the persons from whom such purchases were made; and

(xvii) The execution and delivery by FBC and the Agent of
the Trust Agreement.

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.

27
<PAGE> 29

TERMINATION

If the Conversion Ratio, as applied, results in the value of each
share of FBC Common Stock being less than $88.80, and if SouthTrust does not
elect to adjust the Conversion Ratio so that the Conversion Ratio, when
multiplied by the average last sales price of a share of SouthTrust Common
Stock for the seven (7) trading days immediately preceding the second trading
day prior to the Effective Time of the Merger as reported Nasdaq, is equal to
$88.80, then FBC shall be entitled, at its option, to terminate the Merger
Agreement. In addition, 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 FBC, (ii) by SouthTrust or FBC if the Merger shall not have
occurred on or prior to October 31, 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 in
the Merger Agreement by the party electing to terminate pursuant to this
provision; (iii) by either SouthTrust or FBC (provided that the terminating
party is not then in breach of any representation, warranty, covenant or other
agreement contained therein) in the event that any of the conditions precedent
to the obligations of the nonterminating party to consummate the Merger cannot
be satisfied or fulfilled; (iv) by SouthTrust if (1) SouthTrust shall have
determined that any fact, event or condition exists that, in the judgment of
SouthTrust (A) is materially at variance with any warranty or representation
made by FBC or the Bank in the Merger Agreement or is a material breach of any
covenant or agreement of FBC or the Bank contained in the Merger Agreement, (B)
has a material adverse effect or can be reasonably foreseen to have a material
adverse effect upon the condition of FBC on a consolidated basis or upon the
consummation of the transactions contemplated by the Merger 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 the
Merger Agreement as to render inadvisable the consummation of the transactions
contemplated by the Merger Agreement, (E) renders the Merger or other
transactions contemplated by the Merger Agreement impractical because of any
state of war, national emergency, banking moratorium or general suspension of
trading on Nasdaq, the New York Stock Exchange, Inc. or any other national
securities exchange; or (2) there shall be any litigation or threat of
litigation (A) challenging the validity or legality of the Merger Agreement or
the consummation of the transactions contemplated by the Merger Agreement, (B)
seeking damages in connection with the transactions contemplated by the Merger
Agreement, or (C) seeking to restrain or invalidate the consummation of the
transactions contemplated by this Merger Agreement, or (v) by FBC if (1) FBC
shall have determined that any fact, event or condition exists that, in the
judgment of FBC (A) 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, (B) has a material adverse effect or can be
reasonably seen to have a material adverse effect upon the consummation of the
transactions contemplated by the Merger Agreement, (2) there shall be any
litigation or threat of litigation (A) challenging the validity or legality of
the Merger Agreement or the consummation of the transactions contemplated by
the Merger Agreement, (B) seeking damages in connection with the consummation
of the transactions contemplated by this Agreement or (C) seeking to restrain
or invalidate the consummation of transactions contemplated by the Merger
Agreement, or (3) FBC shall have determined that any fact, event or condition
exists that, in the judgment of FBC, 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.

CERTAIN EXPENSES

The Merger Agreement provides that the parties thereto shall bear
their own expenses incurred in connection with consummating the transactions
contemplated thereby, except that SouthTrust is obligated, under the Merger
Agreement, to reimburse FBC for 50% of its out-of-pocket expenses (not to
exceed $35,000 in the aggregate) if the Merger is not consummated and if
certain conditions stated in the Merger Agreement are met.

RIGHTS OF DISSENT AND APPRAISAL

A shareholder of FBC may dissent from the Merger and receive in cash
the fair value, as of the day prior to the Special Meeting, of the shares of
FBC Common Stock held by such shareholder pursuant to Sections 607.1301,
607.1302 and 607.1320 of the Florida Business Corporation Act (the "Florida
Dissent Provisions"). Such fair value is exclusive of any appreciation or
depreciation in anticipation of the Merger, unless such exclusion would be

28
<PAGE> 30

inequitable. The appraisal value of the FBC Common Stock may differ from the
consideration that a shareholder of FBC is entitled to receive in the Merger.
The following is a summary of the Florida Dissent Provisions, the full text of
which is set forth as Exhibit D to this Proxy Statement/Prospectus.

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

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

Any judgment rendered in any dissent proceeding may, at the discretion
of the court, include an allowance for interest at such rate as the court may
deem fair and equitable. The cost and expenses of any such dissent proceeding
shall be determined by the court and shall be assessed against the surviving
corporation, but all or any 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 was arbitrary or vexatious and not in good faith. The expenses
awarded by the court shall include compensation for reasonable expenses of any
appraiser but shall not include the fees and expenses of counsel or experts
employed by any party. If the fair value of the shares of FBC Common Stock, as
determined by the proceeding, materially exceeds the amount which the surviving
corporation initially offered to pay, or if no offer was made, the court, in
its discretion, may award to any shareholder who is a party to the proceeding
such sum as the court may determine to be reasonable compensation for any
expert attorney or expert employed by the shareholder in the proceeding.

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

29
<PAGE> 31

CONDUCT OF BUSINESS BY FBC PENDING THE MERGER

The Merger Agreement provides that, until the Effective Time of the
Merger and except with the prior approval of SouthTrust, FBC 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, FBC 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 FBC or the Bank; (B) change the number of shares of the
authorized, issued or outstanding capital stock of FBC, 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
FBC, or declare, set aside or pay any dividend or other distribution with
respect to the outstanding capital stock of FBC, except that FBC may declare
and pay quarterly or other periodic cash dividends with respect to its
outstanding capital stock that are no greater, in the aggregate, than the cash
dividends declared and paid with respect to such shares of FBC Common Stock
during the preceding fiscal year of FBC; (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 September 30, 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) except as set forth in a disclosure schedule delivered pursuant to
the Merger Agreement, sell, transfer, convey or otherwise dispose of any real
property or interest therein having a book value in excess of or in exchange
for consideration in excess of $25,000; (F) pay any bonuses to any executive
officer, except for bonuses payable on June 30, 1995 for the year ended
December 31, 1994, which, in the aggregate, shall not exceed $38,000, except
pursuant to the terms of an enforceable written employment agreement; (G) 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; (H) enter into or extend any agreement, lease or license
relating to real property, personal property, data processing or bankcard
functions relating to FBC that involves an aggregate of $50,000; or (I) 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 FBC 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.

FBC has also agreed in the Merger Agreement that it, acting through
any director or officer or other agent, will not, nor will it knowingly permit
any of its subsidiaries to, nor will it authorize or knowingly permit any
officer, director or employee of, or any investment banker, attorney,
accountant or other representative retained by FBC or the Bank, to solicit or
encourage, including by way of furnishing information, any inquiries or the
making of any proposal which may reasonably be expected to lead to any takeover
proposal with respect to FBC or the Bank, except that the Board of Directors of
FBC may furnish information and engage in discussions with any person making a
"takeover proposal" if, after consulting with counsel, the Board of Directors
of FBC determines in good faith that it would violate its fiduciary duties to
act otherwise. FBC shall promptly advise SouthTrust orally and in writing of
any such inquiries or proposals received by FBC or the Bank after the date of
the Merger Agreement. The term "takeover proposal" means any proposal for a
merger or other business combination involving FBC or the Bank or for the
acquisition of a significant equity interest in FBC or the Bank or for the
acquisition of a significant portion of the assets of FBC or the Bank, or any
proposal or action in contemplation thereof.

30
<PAGE> 32

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

Upon consummation of the Merger, FBC 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.

Following the Merger, the Bank will be merged into ST-Bank in the
Subsidiary Merger. From and after consummation of the Subsidiary Merger, it is
anticipated that the Board of Directors of ST-Bank, as the surviving bank in
the Subsidiary Merger, shall consist of those persons who are serving as
directors of ST-Bank immediately prior to the effective time of the Subsidiary
Merger, and such other persons as may be designated in writing by SouthTrust at
or prior to such time. It is further anticipated that the officers of ST-Bank,
as the surviving bank in the Subsidiary Merger, shall be those persons serving
as officers of ST-Bank immediately prior to the effective time of the
Subsidiary Merger and such other persons as may be designated in writing by
SouthTrust at or prior to the effective time of such merger.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

THE FOLLOWING DISCUSSION IS A SUMMARY OF CERTAIN ANTICIPATED FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER AND THE DISTRIBUTION TO HOLDERS OF FBC
COMMON STOCK WHO ARE CITIZENS OF THE UNITED STATES. IT DOES NOT DISCUSS ALL
THE TAX CONSEQUENCES THAT MAY BE RELEVANT TO HOLDERS OF FBC 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 FBC COMMON STOCK WHO ACQUIRED THEIR FBC 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 FBC 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 FBC 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 FBC Common Stock of the Merger, the
Distribution or of any of the federal income tax effects to SouthTrust, ST-Sub
or FBC of the Merger. Instead, FBC will rely upon an opinion of Bradley,
Arant, Rose & White as to the federal income tax consequences of the Merger to
the holders of FBC Common Stock. The opinion of Bradley, Arant, Rose & White
is based entirely upon the Code, regulations now in effect thereunder, current
administrative rulings and practice, and judicial authority, all of which are
subject to change. The opinion of Bradley, Arant, Rose & White is also based
upon certain assumptions of fact. Among those assumptions is an assumption
that FBC 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 Bradley, Arant, Rose & White, which opinion is based
upon various facts and is subject to various assumptions and qualifications,
the following federal income tax consequences to the holders of FBC Common
Stock should result from the Merger:

31
<PAGE> 33

(i) The Merger will qualify as a reorganization under
sections 368(a)(1)(A) and 368(a)(2)(D) of the Code. FBC, SouthTrust, and
ST-Sub each will be "a party to a reorganization" within the meaning of section
368(b).

(ii) FBC shareholders will recognize no gain or loss upon
their exchange of FBC Common Stock solely for SouthTrust Common Stock.

(iii) The basis of the shares of SouthTrust Common Stock
received by the shareholders of FBC (including any fractional share interests
to which they may be entitled) will be the same as the basis of the shares of
FBC Common Stock surrendered in exchange therefor.

(iv) The holding period of the shares of SouthTrust Common
Stock received by FBC shareholders will include the period during which the
shares of FBC Common Stock surrendered in exchange therefor was held by the FBC
shareholders, provided that the shares of FBC Common Stock surrendered were
held as a capital asset within the meaning of Section 1221 of the Code by the
FBC shareholders as of the Effective Time.

(v) FBC shareholders who exercise dissenters' rights, and
as a result of which receive only cash, will be treated as having received such
cash as a distribution in redemption of their shares of FBC Common Stock,
subject to the provisions and limitations of Section 302 of the Code. Those
FBC shareholders who hold no SouthTrust stock, directly or indirectly through
the application of Section 318(a) of the Code, following the Merger will be
treated as having a complete termination of interest within the meaning of
Section 302(b)(3) of the Code, and the cash received will be treated as a
distribution in full payment in exchange for FBC Common Stock as provided in
Section 302(a) of the Code. As provided in Section 1001 of the Code, gain will
be realized and recognized by such shareholders measured by the difference
between the redemption price and the adjusted basis of the shares of FBC Common
Stock surrendered as determined under Section 1011 of the Code. Provided
Section 341 of the Code (relating to collapsible corporations) is inapplicable
and the FBC Common Stock is a capital asset in the hands of such shareholders,
the gain, if any, will constitute capital gain. Such gain will constitute a
long-term capital gain if the surrendered shares of FBC Common Stock were held
by the shareholder for a period greater than one year prior to the Merger; if
the surrendered shares of FBC Common Stock where held by such shareholder for a
period of one year or less, the gain will constitute short-term capital gain.

(vi) The receipt by a holder of FBC Common Stock of cash
in lieu of a fractional share of SouthTrust Common Stock will be treated as
though such fractional share were issued to such holder of FBC Common Stock in
the Merger and thereafter redeemed by SouthTrust for cash. The receipt of such
cash in lieu of a fractional share by a holder of FBC Common Stock will be
treated as a distribution by SouthTrust in full payment in exchange for the
fractional share as provided in section 302(a) of the Code.

The opinion of Bradley, Arant, Rose & White is rendered solely with
respect to certain federal income tax consequences of the Merger under the
Code, and does not extend to the income or other tax consequences of the Merger
under the laws of any State or any political subdivision of any State; nor does
it extend to any tax effects or consequences of the Merger to SouthTrust or
ST-Sub other than those expressly stated in the opinion. 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. In addition, no opinion is
expressed with respect to the Distribution or as to the federal or state tax
treatment, or the federal or state tax implications of, the Distribution.

As amended, the Merger Agreement provides for the Distribution to the
Trustees, as hereinabove described. Generally, the income tax consequences of
the distribution of property made by a corporation to a shareholder with
respect to its stock is governed by Section 301(c) of the Code. Because the
Trustees are acting on behalf of and for the benefit of the FBC shareholders
under the terms of the Trust Agreement, it is likely that the Distribution will
be deemed by the IRS to have been received pro rata by the FBC shareholders.
Section 301(c) of the Code provides that the amount of any such distribution
may be treated as dividend (ordinary) income, as a return of capital or as
capital gain income depending on the facts and circumstances and, to the extent
the distributing corporation has current or accumulated earnings and profits,
such distributions generally are first treated as dividends. In the instant
circumstance, the amount of the Distribution shall be equal to the fair market
value of the Loan plus the sum

32
<PAGE> 34

of $35,000 and the Payments, if any, included in the Distribution. No
appraisal has been made of the Loan; however, if the Loan were to be received
for this purpose at the maximum amount set forth in the Merger Agreement
($285,000), each FBC shareholder could be deemed to recognize taxable income
attributable to the Distribution of $4.00 per share. It is not anticipated
that any cash will be distributed to the FBC shareholders by the Trustees to
pay the tax liability associated with such taxable income. Further, the
character of any income includible in the taxable income of each FBC
shareholder will be dependent on certain facts and circumstances specific to
the FBC shareholder in question. Accordingly, EACH FBC SHAREHOLDER MUST
CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE FEDERAL INCOME TAX CONSEQUENCES
RESULTING FROM THE DEEMED RECEIPT OF HIS OR HER PRO RATA SHARE OF THE
DISTRIBUTION, AND ALSO AS TO ANY STATE, LOCAL FOREIGN OR OTHER TAX CONSEQUENCES
ARISING BY REASON OF THE MAKING OF THE DISTRIBUTION.

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.

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 FBC."

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

33
<PAGE> 35

transaction which would permit control of SouthTrust to pass to another entity,
or similar transactions having the same effect, approval of such transactions
requires the vote of the holders of 70% of the voting power of the outstanding
voting securities of SouthTrust, except in cases in which either certain price
criteria and procedural requirements are satisfied or the transaction is
recommended to the stockholders by a majority of the members of SouthTrust's
Board of Directors who are unaffiliated with the Interested Stockholder and who
were directors before the Interested Stockholder became an Interested
Stockholder.

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

Liquidation Rights

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

Provisions with Respect to Board of Directors

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

Special Vote Requirements for Certain Amendments to Restated Certificate of
Incorporation

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

Possible Effects of Special Provisions

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

34
<PAGE> 36

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 FBC Common Stock.

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

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

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

35
<PAGE> 37

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

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

The foregoing description of the Rights and the Series A Preferred
Stock does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement between SouthTrust and Mellon Bank, N.A., as
Rights Agent, and the Certificate of Designation for the Series A Preferred
Stock, copies of each of which are filed as exhibits to the Registration
Statement of which this Proxy Statement/Prospectus forms a part.

Transfer Agent

The transfer agent for SouthTrust Common Stock is Mellon Securities
Trust Company.

SOUTHTRUST PREFERRED STOCK

General

Under SouthTrust's Restated Certificate of Incorporation, the Board of
Directors is authorized without further stockholder action to provide for the
issuance of up to 5,000,000 shares of SouthTrust Preferred Stock, in one or
more series, by adoption of a resolution or resolutions providing for the
issuance of such series and determining the relative rights and preferences of
the shares of any such series with respect to the rate of dividend, call
provisions, payments on liquidation, sinking fund provisions, conversion
privileges and voting rights and whether the shares shall be cumulative,
non-cumulative or partially cumulative. The holders of SouthTrust Preferred
Stock would not have any preemptive right to subscribe for any shares issued by
SouthTrust. It is not possible to state the actual effect of the authorization
and issuance of SouthTrust Preferred Stock upon the rights of holders of
SouthTrust Common Stock unless and until SouthTrust's Board of Directors
determines the price and specific rights of the holders of a series of
SouthTrust Preferred Stock. Such effects might include, however, (i)
restrictions on dividends on SouthTrust Common Stock if dividends on SouthTrust
Preferred Stock have not been paid; (ii) dilution of the voting power of
SouthTrust Common Stock to the extent that SouthTrust Preferred Stock has
voting rights, or that any SouthTrust Preferred Stock series is convertible
into SouthTrust Common Stock; (iii) dilution of the equity interest of
SouthTrust Common Stock unless the SouthTrust Preferred Stock is redeemed by
SouthTrust; and (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

36
<PAGE> 38

Common Stock. No shares of Series A Preferred Stock have been issued as of the
date of this Proxy Statement/Prospectus.

37
<PAGE> 39

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

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
(adjusted to reflect three-for-two stock splits effected on January 24, 1992
and 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 . . . . . . . . . . . $ 23 3/8 $ 20 5/8
Third Quarter
(through August 10, 1995) . . . . . $ 25 1/4 $ 23 9/16
</TABLE>

Shares of FBC 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 FBC Common Stock of
which FBC had knowledge ranged from $32 to $64 per share. The last sale of FBC
Common Stock of which FBC had knowledge occurred on or about July 11, 1994, at
a price of $64 per share.

On February 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 3/8; and on August
10, 1995, the last sales price of SouthTrust Common Stock immediately prior
to the date of this Proxy Statement/Prospectus, as obtained from Nasdaq, was
$24 1/2.

38
<PAGE> 40

DIVIDENDS

The following table sets forth the respective cash dividends per share
declared on SouthTrust Common Stock and FBC 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):

<TABLE>
<CAPTION>
Dividends Declared Dividends Declared
per share of per share of
SouthTrust Common Stock FBC Common Stock
----------------------- ----------------
<S> <C> <C>
1993:
First Quarter . . . . . . . . . . . $ 0.15 $ 0.00
Second Quarter . . . . . . . . . . . 0.15 0.20
Third Quarter . . . . . . . . . . . 0.15 0.00
Fourth Quarter . . . . . . . . . . 0.15 0.20

1994:
First Quarter . . . . . . . . . . . $ 0.17 $ 0.00
Second Quarter . . . . . . . . . . . 0.17 0.20
Third Quarter . . . . . . . . . . . 0.17 0.00
Fourth Quarter . . . . . . . . . . . 0.17 0.20

1995:
First Quarter . . . . . . . . . . . $ 0.20 $ 0.00
Second Quarter . . . . . . . . . . . $ 0.20 $ 0.00
Third Quarter
(through August 10, 1995) . . . . $ 0.20 $ 0.20
</TABLE>

Dividends paid by FBC on the FBC Common Stock are at the discretion of
FBC's Board of Directors and depend upon the restrictions on the payment of
dividends by banks as described below, the earnings and financial condition of
FBC and other relevant factors. During each of the last five years, the Board
of Directors of FBC has declared and paid a quarterly dividend of $.10 per
share of FBC Common Stock or a semi-annual dividend of $.20 per share of FBC
Common Stock.

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 FBC 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.

39
<PAGE> 41

Under Title 81 of the Florida Code of 1972 (the "Florida 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.

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 $1,100,000 was available for payment
of dividends to FBC by the Bank.

SHAREHOLDERS

As of December 31, 1994, there were approximately 94 holders of record
of FBC Common Stock.

COMPARISON OF THE COMMON STOCK
OF
SOUTHTRUST AND FBC

The rights of the shareholders of FBC are governed by the Articles of
Incorporation of FBC, the Bylaws of FBC and the laws of the State of Florida.
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 the
shareholders of FBC 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 FBC 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 FBC, the General Corporation Law of the State of Delaware, and the
Florida Business Corporation Act.

DIVIDENDS

The sources of funds for payments of dividends by SouthTrust and FBC
are their subsidiaries. Because the primary subsidiaries of SouthTrust and FBC
are financial institutions, payments made by such subsidiaries to SouthTrust
and FBC 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 FBC" for information
concerning the effect of such limitations on SouthTrust's and FBC's ability to
pay dividends. The General Corporation Law of the State of Delaware provides
that, subject to any restrictions in the corporation's

40
<PAGE> 42

certificate of incorporation, dividends may be declared from the corporation's
surplus or, if there is no surplus, from its net profits for the fiscal year in
which the dividend is declared and the preceding fiscal year. Dividends may
not be declared, however, if the corporation's capital has been diminished to
an amount less than the aggregate amount of all capital represented by the
issued and outstanding stock of all classes having a preference upon the
distribution of assets. The Florida Business Corporation Act provides that,
subject to any restrictions in the corporation's articles of incorporation, a
corporation may make distributions to its shareholders unless, after giving
effect to the distribution, the corporation would not be able to pay its debts
as they become due in the usual course of business or the corporation's total
assets would be less than the sum of its total liabilities plus the amount that
would be needed to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution.

VOTING RIGHTS AND OTHER MATTERS

The holders of shares of FBC Common Stock and the holders of shares of
SouthTrust Common Stock are each entitled to one vote per share on all matters
brought before the shareholders. Neither the holders of shares of FBC Common
Stock nor the holders of shares of SouthTrust Common Stock have the right to
cumulate their votes in the election of directors. The absence of cumulative
voting reduces the likelihood that the holders of a minority interest in a
corporation will be able to obtain representation on the board of directors of
that corporation.

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 Bylaws of FBC provide that a sale, lease, exchange
or other disposition of all or substantially all of the property and assets of
FBC not in the usual and regular course of its business must be approved by the
affirmative vote of a majority of the shares of FBC entitled to vote thereon,
upon twenty days prior written notice and after the Board of Directors of FBC
has adopted a resolution recommending such transaction.

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.

The effect of the business combination and affiliated transactions
provisions, respectively, is to make more difficult the acquisition of majority
control of a corporation or 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 in number as possible. Each class has been elected for a three-year
term. At each annual meeting of stockholders, 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 FBC provide that the directors of FBC shall
hold one-year terms.

41
<PAGE> 43

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

The Bylaws of SouthTrust 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 stockholders at which the term of the class of directors to which he
has been appointed expires. Therefore, in the case of SouthTrust if a director
who was recently elected to a three-year term resigns, the remaining directors
will be able to select a person to serve the remainder of that three-year term,
and such person will not be required to stand for election until the third
annual meeting of stockholders after his appointment. The Bylaws of FBC
provide that vacancies on the Board of Directors caused by death, resignation
or otherwise or the creation of a new directorship may be filled by the
affirmative vote of the remaining directors. A director elected to fill a
vacancy is elected for the unexpired term of his or her predecessor in office.

Under the General Corporation Law of the State of Delaware (unless
otherwise provided in the certificate of incorporation), any action required or
permitted to be taken by the stockholders of a corporation may be taken without
a meeting and without a stockholder vote if a written consent is signed by the
holders of the shares of outstanding stock having the requisite number of votes
that would be necessary to authorize such action at a meeting of stockholders
at which all shares entitled to vote thereon were present and voted. Under
the Restated Certificate of Incorporation of SouthTrust, action by the written
consent of the stockholders is prohibited. Further, under the Restated
Certificate of Incorporation and Bylaws of SouthTrust, the stockholders are not
permitted to call a special meeting of stockholders or to require that the
Board of Directors call such a meeting. Under the Florida Business Corporation
Act, any action required or permitted to be taken by the shareholders of a
corporation may be taken without a meeting and without a shareholder vote if a
written consent is signed by the holders of the percentage of outstanding
capital stock necessary to take such action at a meeting. Under the Bylaws of
FBC, however, an action by written consent of the shareholders is not effective
unless signed by all shareholders of FBC entitled to vote with respect to the
subject matter of the action. Further, pursuant to the Bylaws of FBC,
shareholders holding not less than twenty percent of all shares entitled to
vote may call a special meeting of the shareholders.

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 FBC may be altered, amended or repealed, or a new
set of Bylaws may be adopted, by a vote of two-thirds of the directors then
holding office.

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

RIGHTS ON LIQUIDATION

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

42
<PAGE> 44

PREEMPTIVE RIGHTS

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

REPORTS TO STOCKHOLDERS

The SouthTrust Common Stock is registered under the Exchange Act, and,
therefore, SouthTrust is required to provide annual reports containing audited
financial statements to shareholders and to file other reports with the
Commission and solicit proxies in accordance with the rules of the Commission.
SouthTrust also provides reports to its stockholders on an interim basis
containing unaudited financial information. The FBC Common Stock is not
registered under the Exchange Act.

STOCKHOLDERS' RIGHTS PLAN

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

SUPERVISION AND REGULATION

Bank Holding Company Regulation

Both SouthTrust and FBC 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 FBC 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 FBC 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 FBC or related to FDIC assistance provided to a subsidiary in
danger of default -- the other banking subsidiaries of SouthTrust or FBC 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.

43
<PAGE> 45

Comparable prohibitions on the declaration of dividends are imposed by
the laws of the states in which SouthTrust and FBC operate, including the
Alabama Banking Code, the Florida Financial Institutions Code, the Mississippi
Banking Code, the North Carolina Banking Code, the South Carolina Banking Code,
the Tennessee Banking Code and the Financial Institutions Code of Georgia. In
addition, a national bank may not pay a dividend in an amount greater than its
net profits then on hand after deducting its loan losses and bad debts. For
this purpose, bad debts are defined to include, generally, the principal amount
of loans which are in arrears with respect to interest by six months or more or
are past due as to payment of principal (in each case to the extent that such
debts are in excess of the reserve for possible credit losses). Under the
foregoing laws and regulations, at March 31, 1995 $197,847,196 was available
for payment of dividends to SouthTrust by its bank subsidiaries. At March 31,
1995, approximately $1,100,000 was available for payment of dividends to FBC 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

Under the Federal Reserve Board's risk-based capital guidelines for
bank holding companies and member banks, 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 December 31,
1994, 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.

44
<PAGE> 46

The following table sets forth the various regulatory capital ratios
of each of SouthTrust and FBC 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
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------------------
FBC 1994 1993
--- ---- ----
<S> <C> <C>
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . 19.27% 19.67%
Total risk-based capital* . . . . . . . . . . . . . . . 20.35 20.87
Leverage ratio* . . . . . . . . . . . . . . . . . . . . 10.24 10.34
---------------------
</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

The Federal Deposit Insurance Corporation Improvement Act of 1991
("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

45
<PAGE> 47

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 FBC.

Source of Strength

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. In the event of a loss suffered or anticipated by the FDIC -- either
as a result of default of a banking subsidiary of SouthTrust or related to FDIC
assistance provided to a subsidiary in danger of default -- the other banking
subsidiaries of SouthTrust may be assessed for the FDIC's loss, subject to
certain exceptions.

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 well 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 with 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
limitations 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 limitations are not preempted as long as they do

46
<PAGE> 48

not discriminate against out-of-state acquirers, and the federal deposit
limitations apply only to initial entry acquisitions.

In addition to the foregoing, the Interstate Banking Act provides that
as of June 1, 1997, adequately capitalized and managed banks will be able to
engage in interstate branching by merging banks in different states. However,
unlike the interstate banking provision, states may opt-out of the application
of this provision by enacting specific legislation before June 1, 1997 (or
states may opt-in early with respect to such provision). If a state does not
opt-out, banks will not be able to merge with a bank across state lines.
Finally, effective June 1, 1997, and provided that a host state enacts enabling
legislation, banks may engage in de novo branching across state lines.

Proposals to change the laws and regulations governing the banking
industry are frequently introduced in Congress, in the state legislatures and
before the various bank regulatory agencies. The likelihood and timing of any
such changes and the impact such changes might have on SouthTrust and its
subsidiaries, however, cannot be determined at this time.

CERTAIN INFORMATION CONCERNING THE
BUSINESS OF FBC AND THE BANK

GENERAL

FBC was organized in 1989 as a bank holding company to hold all of the
outstanding capital stock of the Bank. The Bank is a state chartered bank that
is a member of the Federal Reserve System organized with the primary purpose of
serving the banking needs of the residents of Crestview, Florida 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.

Crestview, with a population of approximately 28,000, is the county
seat of Okaloosa County, Florida. Okaloosa County has an aggregate population
of approximately 155,000 persons. The economy of the county is primarily based
on the defense, tourism and service industries.

As of December 31, 1994, the Bank had total deposits of approximately
$45 million and total loans of approximately $23 million. As of December 31,
1994, the Bank employed approximately 33 persons. The Bank believes that its
relations with its employees are good.

Market Data With Respect to FBC Common Stock

There is not an established trading market in the shares of FBC Common
Stock, and the trading that occurs in the shares of FBC Common Stock is
inactive and is effected in privately negotiated transactions. During the last
two years, the sales price of all shares of FBC Common Stock of which FBC had
knowledge ranged from $32 to $64 per share. The last sale of shares of FBC
Common Stock of which FBC had knowledge occurred on or around July 11, 1994 at
a sales price of $64 per share. In each of 1992, 1993 and 1994, FBC paid
quarterly dividends of $.10 per share to its shareholders or a semi-annual
dividend of $.20 per share to its shareholders.

47
<PAGE> 49

SELECTED FINANCIAL DATA OF FBC

<TABLE>
<CAPTION>
Three Months
Years 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 $ 2,250 $ 2,031 $ 1,889 $ 1,666 $ 1,750 $ 557 $ 508
Provision for Loan Losses 28 55 0 60 60 11 7.5
Net Income 525 431 240 184 265 50 121
Per Share Data:
Net Income 6.56 5.39 3.00 2.30 3.32 0.63 1.51
Cash Dividends 0.40 0.40 0.40 0.40 0.40 0.00 0.00

Total Average Shareholders'
Equity $ 4,392 $ 4,257 $ 3,912 $ 3,693 $ 3,477 $ 4,388 $ 4,613
Total Average Assets 48,982 44,208 41,111 39,994 39,972 51,423 46,755

Ratios:
Average Equity to Assets 8.72% 9.55% 9.15% 9.23% 8.71% 8.36% 9.54%
Return on Average Equity 11.95% 10.12% 6.13% 4.98% 7.62% 4.56% 10.49%
Return on Average Assets 1.07% 0.97% 0.58% 0.46% 0.66% 0.39% 1.04%
</TABLE>

48
<PAGE> 50

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

The following discussion should be read in conjunction with the
consolidated financial statements of FBC and related Notes appearing elsewhere
in this Proxy Statement/Prospectus.

REVIEW OF RESULTS OF OPERATIONS -- FOR THE PERIOD ENDED MARCH 31, 1995 AS
COMPARED TO THE PERIOD ENDED MARCH 31,
1994

EARNINGS SUMMARY

FBC reported net income of approximately $50,000 or $0.63 per share
for the three months ended March 31, 1995, compared to net income of
approximately $ 121,000 or $1.51 per share for the three months ended March 31,
1994. Net earnings for the three months ended March 31, 1995 include
approximately $45,000 of nonrecurring expenses related to the Merger.

Net income decreased 58.7% in 1995 and increased 46.1% in 1994. The
most significant factors affecting income for the periods mentioned are
highlighted below.

- An increase in 1995 of 11.1% in average interest-earning
assets. This follows an increase of 12.2% in 1994.

- Loan growth in 1995 of 20.5% following an increase of 4.2% in
1994.

- An increase in average loans as a percentage of average
interest-earning assets from 45.4% in 1994 to 48.5% in 1995.

- Annualized noninterest expenses as a percent of average assets
were 3.8% and 3.7% in 1995 and 1994, respectively.

- Noninterest expense increased 22.7% in 1995 as compared to
1994.

Net earnings for the three months ended March 31, 1995 resulted in an
annualized return on average assets of .39% compared to 1.04% in 1994. The
annualized return on average stockholders' equity was 4.56% in 1995 and 10.49%
in 1994.

NET INTEREST INCOME

Net interest income is the difference between interest and fees earned
on loans, securities, utilizing a tax equivalent basis, and other
interest-earning assets (interest income) and interest paid on deposits and
other obligations (interest expense) and represents the major component of net
income for FBC. Net interest income is affected by changes in the volume of
interest-earning assets and interest-bearing liabilities, and the rates earned
or paid thereon.

Net interest income for the period ended March 31, 1995 increased
10.7% to $580,000 from $524,000 for the same period in 1994. The annualized
net interest margins for the three month periods ended March 31, 1995 and 1994
were 4.87% and 4.89%, respectively. The net interest spread between
interest-earning assets and interest-bearing liabilities decreased to 3.99% for
the three months ended March 31, 1995 from 4.23% for the three months ended
March 31, 1994. The net interest spread is affected by several factors. Among
them are Federal Reserve Bank monetary policies, competitive pressures, and the
composition of interest-earning assets and interest-bearing liabilities. The
annualized net interest margins and net interest spreads for 1995 and 1994
remained virtually consistent when considering the stabilization of interest
rates in 1993 and increases throughout 1994.

49
<PAGE> 51

Interest income increased approximately $219,000 to $ 1.03 million
from $811,000 for the three months ended March 31, 1995 from the comparable
period in 1994. This increase was attributable primarily to the increase in
the average interest-earning assets of 11.1% and 12.2% for the periods ended
March 31, 1995 and 1994, respectively, and the increase in the yield on
interest-earning assets. The annualized yield on interest-earning assets for
the three months ended March 31, 1995 and 1994 was 8.61% and 7.56%,
respectively. The mix of loans relative to interest-earning assets increased
from 45.4% for the year ended March 31, 1994 to 48.5% for the year ended March
31, 1995. The annualized yield on average loans was 11.0% for the three months
ended March 31, 1995 compared to 9.92% for the comparable period ended March
31, 1994. For the periods ended March 31, 1995 and 1994, investment securities
represented 44.7% and 48.8%, respectively, of average interest-earning assets.
For the three months ended March 31, 1995 and 1994, the annualized yield on
investments was 6.46% and 5.92%, respectively.

Interest expense increased approximately $159,000 or 55.4% to
approximately $446,000 for the three months ended March 31,1995, from
approximately $287,000 for the comparable 1994 period. The fluctuations in
interest expense from 1994 to 1995 were attributable to the volatile interest
rate environment and changes in the mix of interest-bearing liabilities. The
annualized average rate paid on interest-bearing liabilities was 4.62% and
3.33% for the three months ended March 31, 1995 and 1994, respectively. During
the three months ended March 31,1995, the volume of interest-bearing
liabilities averaged $38.6 million, or 11.9% higher than the $34.5 million
average for the three months ended March 31, 1994. Interest-bearing demand
deposits represented 42.6% of interest-bearing liabilities during the 1995
period as compared to 49.4% during the period ended March 31, 1994. The
annualized yields paid on these deposits were 4.18% and 3.05% for the periods
ended March 31, 1995 and 1994, respectively. Time deposits represented 46.3%
of interest-bearing liabilities during the 1995 period as compared to 38.6%
during the period ended 1994. The annualized yields paid on time deposits
during the three months ended March 31, 1995 and 1994 were 4.56% and 3.22%,
respectively.

NONINTEREST INCOME

FBC derives a significant portion of its noninterest income from
traditional retail banking services including various account charges, safe
deposit box rentals and credit insurance income.

Noninterest income from deposit accounts is significantly affected by
competitive pricing on these services and the volume of noninterest-bearing
accounts. Although average noninterest demand accounts increased 10.8% and
9.9% for the period ended March 31, 1995 and 1994, respectively, service charge
income remained relatively stable. The gains/losses realized on the sale of
investment securities were not significant in each period.

NONINTEREST EXPENSE

Noninterest expense was $530,000 for the period ended March 31, 1995,
22.7% higher than for the period ended March 31, 1994. Noninterest expense for
the three months ended March 31, 1994 was $432,000 or 2.1% higher than 1993.
The primary factors in the increases were related to approximately $45,000 of
nonrecurring expenses related to the Merger, increases in personnel expense and
write-downs of foreclosed real estate. Salaries and employee benefits
increased $21,000 or 9.7% in 1995 and $2,000 or 1.0% in 1994. Occupancy
expense was $65,000 in 1995 and $63,000 in 1994. Other expense increased
$31,000 or 20.8% to $180,000 for the three months ended March 31, 1995, from
$149,000 for the comparable 1994 period. The increase in 1995 was primarily a
result of additional write-downs of foreclosed real estate.

INCOME TAXES

The provision for income taxes for the three months ended March 31,
1995 and 1994 was $54,000 and $57,000, respectively. FBC is subject to federal
and state taxes at combined rates of approximately 38%. These rates are
reduced or increased for certain nontaxable income or nondeductible expenses.

50
<PAGE> 52

There were no tax credits or loss carryforwards available in 1995 or
1994 for financial reporting purposes. FBC accounts for income taxes under
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes, which requires an asset and liability approach for financial accounting
and reporting for income taxes.

REVIEW OF FINANCIAL CONDITION -- FOR THE PERIOD ENDED MARCH 31, 1995 AS
COMPARED TO THE PERIOD ENDED MARCH 31, 1994

SECURITIES

Securities Held to Maturity. Effective January 1, 1994, FBC adopted
Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities. Securities held to maturity are
those securities that management has the ability and intent to hold to
maturity, and are reported at amortized cost. Securities classified as held to
maturity amounted to $3.84 million for the three months ended March 31, 1995.
Average securities held to maturity was also $3.84 million during the three
months ended March 31, 1995 which was 8.1% of total interest-earning assets.
Securities held to maturity consist solely of obligations of states, counties
and municipalities.

Prior to January 1, 1994 all investment securities were reported at
amortized cost. Investment securities were carried at $20.3 million for the
year ended December 31, 1993.

Securities Available for Sale. Securities available for sale represent
those securities that FBC intends to hold for an indefinite period of time or
that may be sold in response to changes in interest rates, liquidity needs,
prepayment risk and other economic factors. These securities are recorded at
market value with unrealized gains or losses, net of any tax effect, reflected
as a component of shareholders' equity. Securities available for sale totaled
$17.6 million for the three months ended March 31, 1995 and $18.0 million for
the comparable period in 1994. Average securities available for sale was $17.4
million and $17.2 million in 1995 and 1994, respectively, which represented
36.5% of total interest earning assets in 1995 and 40.2% in 1994. Net
unrealized depreciation on securities available for sale was $423,000 and
$104,000, net of taxes, for the three months ended March 31, 1995 and 1994,
respectively. Securities available for sale consisted of U.S. Treasury and
Obligations of other U.S. government agencies and corporations.

LOANS

Loans, net of unearned interest, increased $4.0 million or 20.5% to
$23.6 million for the year ended March 31, 1995 from $19.6 million for the
comparable 1994 period. The allowance for loans losses was $294,000 for 1995
and $295,000 for 1994. The most significant concentration of loans consisted
of those secured by real estate.

FBC seeks to maintain adequate liquidity and minimize exposure to
interest rate volatility. The goals of FBC with respect to loan maturities and
rate sensitivity have been and will continue to be to focus on shorter term
maturities floating or adjustable rate loans.

At March 31, 1995, approximately 46.7% of loans, net of unearned
income, were floating rate or adjustable rate loans compared to 48.2% at March
31, 1994. Contractual maturities may vary significantly from actual maturities
due to loan extensions, early pay-offs due to refinancing and other factors.
Fluctuations in interest rates are also a major factor in early loan pay-offs.
The uncertainties, particularly with respect to interest rates, of future
events make it difficult to predict actual maturities. FBC has not maintained
records related to trends of early pay-off since management does not believe
such trends would present any significantly more accurate estimate of actual
maturities than the contractual maturities.

51
<PAGE> 53

DEPOSITS

Total deposits increased $4.0 million or 9.2% to $47.0 million for the
period ended March 31, 1995 from $43.0 million for the comparable 1994 period.
Time deposits for the period ending March 31, 1995 and 1994 were $17.9 million
and $13.4 million, respectively. Time deposits represent 38.1% and 31.1% of
total deposits for the period ended March 31, 1995 and 1994, respectively.
Interest bearing demand deposits decreased 5.7% in 1995 to $16.8 million while
increasing 32.6% in 1994 to $17.8 million. Savings remained relatively
consistent for the periods ending March 31, 1995 and 1994 with balances of $4.0
million and $3.7 million, respectively. Demand deposits were $8.4 million and
$8.1 million for the periods ending March 31, 1995 and 1994, respectively.

REVIEW OF RESULTS OF OPERATIONS -- FOR THE FISCAL YEARS ENDED DECEMBER 31,
1994, 1993 AND 1992

EARNINGS SUMMARY

FBC reported net income of approximately $525,000 or $6.56 per share
for the year ended December 31, 1994, compared to net income of approximately
$431,000 or $5.39 per share for the year ended December 31, 1993. Net income
for 1992 was approximately $240,000 or $3.00 per share.

Net income increased 21.8% in 1994, 79.6% in 1993 and 30.7% in 1992.
The most significant factors affecting income for the periods mentioned are
highlighted below.

- An increase in 1994 of 11.9% in average interest-earning
assets. This follows an increase of 10.3% in 1993.

- Loan growth in 1994 of 14.3% following an increase of 13.8% in
1993.

- An increase in average loans as a percentage of average
interest-earning assets from 46.2% in 1993 to 47.9% in 1994.

- Noninterest expenses as a percent of average assets were
reduced to 3.9% in 1994 from 4.2% in 1993.

- 1993 includes $35,000 in income from the cumulative effect of
a change in accounting for income taxes.

Net earnings in 1994 resulted in a return on average assets of 1.07%
compared to 0.97% and 0.58% during 1993 and 1992, respectively. The return on
average stockholders' equity was 12.0% in 1994, 10.1% in 1993 and 6.1% in 1992.

NET INTEREST INCOME

Net interest income in 1994 increased 10.7% to $2.25 million from
$2.03 million in 1993 and 7.5% in 1993 from $1.90 million in 1992. The net
interest margins for the three years ended December 31, 1994, 1993 and 1992
were 5.16%, 5.16% and 5.18%, respectively. The net interest spread between
interest-earning assets and interest-bearing liabilities decreased to 4.45% for
the year ended December 31, 1994 from 4.50% for the year ended December 31,
1993. The net interest spread in 1992 was 4.44%. The net interest spread is
affected by several factors. Among them are Federal Reserve Board monetary
policies, competitive pressures, and the composition of interest-earning assets
and interest-bearing liabilities. The net interest margins and net interest
spreads for 1994,

52
<PAGE> 54

1993 and 1992 remained virtually consistent when considering the declines of
interest rates from 1989 to 1992, stabilization of rates in 1993, and increases
throughout 1994.

Interest income increased approximately $378,000 to $3.55 million from
$3.17 million for the year ended December 31, 1994 from the comparable period
in 1993. Interest income for 1992 was $3.21 million. This increase was
attributable primarily to the increase in the average interest-earning assets
of 11.9% and 10.3% for the years ended December 31, 1994 and 1993,
respectively, and the increase in the yield on interest earning assets. The
yield on interest-earning assets for the years ended December 31, 1994, 1993
and 1992 was 8.05%, 8.00% and 8.80%, respectively. The mix of interest-earning
assets relative to loans increased from 46.2% for the year ended December 31,
1993 to 47.9% for the year ended December 31, 1994. The yield on average loans
was 10.43% for the year ended December 31, 1994 compared to 10.31% and 10.85%
for the comparable periods ended December 31, 1993 and 1992, respectively. For
the year ended December 31, 1994, investment securities represented 48.8% of
average interest-earning assets. For the comparable 1993 and 1992 periods,
investment securities represented 49.1% and 47.3%, respectively, of average
interest-earning assets. For the years ended December 31, 1994, 1993 and
1992, the yield on investments was 5.98%, 6.31% and 7.30%, respectively.

Interest expense increased approximately $159,000 or 14.1% to
approximately $1.30 million for the year ended December 31, 1994, from
approximately $1.14 million for the comparable 1993 period. Interest expense
for 1992 was approximately $1.30 million. The fluctuations in interest expense
from 1992 through 1994 were attributable to the volatile interest rate
environment and changes in the mix of interest-bearing liabilities. The
average rate paid on interest-bearing liabilities was 3.60%, 3.50% and 4.36%
for the years ended December 31, 1994, 1993 and 1992, respectively. During the
year ended December 31, 1994, the volume of interest-bearing liabilities
averaged $36.1 million, or 10.80% higher than $32.6 million average for the
year ended December 31, 1993. The volume of interest-bearing liabilities
averaged $30.3 million in 1992. Interest-bearing demand deposits represented
47.9% of interest-bearing liabilities during the 1994 period as compared to
44.8% and 34.8% during the periods ended December 31, 1993 and 1992,
respectively. The yields paid on these deposits were 3.19%, 3.15% and 3.42%
for the periods ended December 31, 1994, 1993 and 1992 respectively. Time
deposits represented 40.5% of interest-bearing liabilities during the 1994
period as compared to 43.6% and 52.7% during the periods ended 1993 and 1992,
respectively. The yields paid on time deposits during the years ended December
31, 1994, 1993 and 1992 were 3.99%, 3.83% and 5.01%, respectively.

53
<PAGE> 55

AVERAGE BALANCES AND INTEREST RATES, INTEREST YIELD/RATES ON FULLY TAXABLE
EQUIVALENT BASIS

(TABLE 1)

The following table details average balances of interest-earning assets and
interest-bearing liabilities, the fully taxable equivalent amount of interest
earned/paid thereon, and the fully taxable equivalent yield/rate for each of
the three years ended December 31, 1994.

<TABLE>
<CAPTION>
1994 1993 1992
----------------------------- ------------------------------ -----------------------------
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
----------------------------- ------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
(In thousands)

Loans, net of unearned income $21,563 $2,250 10.43% $18,554 $1,913 10.31% $17,386 $1,887 10.85%
Trading securities -- -- -- -- -- -- -- -- --
Investment securities 21,940 1,312 5.98 19,755 1,247 6.31 17,232 1,258 7.30
Federal funds sold 1,477 58 3.93 1,893 56 2.96 1,837 63 3.43

Total interest-earning assets $44,980 $3,620 8.05% $40,202 $3,216 8.00% $36,455 $3,208 8.80%

Reserve for possible loan losses (291) (278) (263)
Other assets 4,293 4,284 4,919

Total assets 48,982 44,208 41,111

LIABILITIES AND
STOCKHOLDERS' EQUITY

Savings deposits $ 3,709 $ 115 3.10% $ 3,328 $ 98 2.94% $ 3,194 $ 107 3.35%
Interest-bearing demand deposits 17,283 551 3.19 14,578 459 3.15 10,534 360 3.42
Time deposits 14,619 583 3.99 14,186 543 3.83 15,943 798 5.01

Total deposits 35,611 1,249 3.51 32,092 1,100 3.43 29,671 1,265 4.26

Other borrowings 466 50 10.73 464 40 8.62 592 54 9.12

Total interest-bearing
liabilities 36,077 1,299 3.60% 32,556 1,140 3.50% 30,263 1,319 4.36%

Demand deposits 7,966 7,120 6,687
Other liabilities 547 275 249

Stockholders' equity 4,392 4,257 3,912

Total liabilities and
stockholders' equity 48,982 44,208 41,111

Net interest income 2,321 2,076 1,889

Net interest margin 5.16% 5.16% 5.18%
Net interest spread 4.45 4.50 4.44
</TABLE>

54
<PAGE> 56

RESERVE AND PROVISION FOR POSSIBLE LOAN LOSSES

The provision for possible loan losses was $28,000 in 1994, $55,000 in
1993, and $0 in 1992. Table 2, "Reserve for Possible Loan Losses", summarizes
information concerning the reserve for possible loan losses for the five years
ended December 31, 1994. Management's estimate of the reserve for possible
loan losses and the provision for possible loan losses is based on evaluation
of collectibility of loans, past loan loss experience, changes in the nature
and volume of the loan portfolio, current economic conditions that may affect a
borrower's ability to pay, review of specific problem loans, and the
relationship of the reserve for possible loan losses to outstanding loans.

Net charge-offs during 1994 totaled $26,000 or .12% of average net
loans, an increase of $9,000 from $17,000 or .09% of net loans during 1993.
The net charge-offs for 1992 and 1991 were .02% and 1.16%, respectively.
Management considers the allowance for loan losses as of December 31, 1994 to
be adequate.

RESERVE FOR POSSIBLE LOAN LOSSES
(Table 2)
(In Thousands)

The following table summarizes information concerning the allowance for loan
losses:

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Loans Outstanding - Year End $ 22,874 $ 20,011 $ 17,547 $ 16,488 $ 17,796

Average Net Loans - During Year 21,563 18,554 17,386 17,123 18,948

Balance-Beginning of Year 291 253 257 395 443

Provision Charged to Expense 28 55 0 60 60

Recoveries on Loans Previously Charged Off 23 9 83 26 184

Loans Charged Off 49 26 87 224 292

Balance - End of Year 293 291 253 257 395

For the Period:
Net charge-offs (recoveries) as % of
average loans 0.12% 0.09% 0.02% 1.16% 0.57%

Provision for loan losses as a % of net
charge-offs 107.69% 323.53% -- 30.30% 55.55%

Provision for loan losses as a % of net
average loans 0.13% 0.30% -- 0.35% 0.32%

Period End:
Reserve as a % of net loans 1.28% 1.45% 1.44% 1.56% 2.22%

Reserve as a % of non-performing loans
and loans more than 90 days past due 329.21% 661.36% -- 347.30% 42.25%
</TABLE>

55
<PAGE> 57

NON-INTEREST INCOME

FBC derives a significant portion of its noninterest income from
traditional retail banking services including various account charges, safe
deposit box rentals and credit insurance income.

Noninterest income from deposit accounts is significantly affected by
competitive pricing on these services and the volume of noninterest-bearing
accounts. Although average noninterest demand accounts increased 11.9% and
6.5% for the years ended December 31, 1994 and 1993, respectively, service
charge income remained relatively stable. The gains realized on the sale of
investment securities were not significant in each of the three years.

Table 3, which follows, presents an analysis of the components of
non-interest income.

NON-INTEREST INCOME
(Table 3)

The following table presents an analysis of non-interest income for 1994, 1993
and 1992 together with the amount and percent change from the prior year for
1994 and 1993:

<TABLE>
<CAPTION>
Change From Prior Year
----------------------
Year Ended 12/31 1994 1993
--------------------------------- --------------------- ----------------------
1994 1993 1992 Amount % Amount %
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Service charges on deposit accounts 285 287 278 (2) (0.70%) 9 3.24%

Credit insurance income 14 9 13 5 55.56 (4) (30.77)

Customer service fees and other income 58 79 181 (21) (26.58) (102) (56.35)

Loss on trading securities 0 0 0 -- -- -- --

Gain on investment securities 24 71 12 (47) (66.20) 59 491.67

Total non-interest income 381 446 484 (65) (14.58) (38) (7.85)
</TABLE>

NON-INTEREST EXPENSE

Noninterest expense was $1.9 million in 1994, 3.3% higher than 1993.
Noninterest expense for the years ended December 31, 1993 and 1992 was
$1,853,000 and $1,962,000, respectively. The primary factors in the increase
were personnel expense, advertising and write-downs of foreclosed real estate,
partially offset by a 9% decrease in occupancy expense. Salaries and employee
benefits increased $55,000 or 5.7% in 1994 and $32,000 or 3.4% in 1993.
Occupancy expense was $251,000 in 1994, $276,000 in 1993 and $287,000 in 1992.
Other expense increased $29,000 or 5.9% to $523,000 for the year ended December
31, 1994, from $494,000 for the comparable 1993 period. Other expenses for the
year ended December 31, 1992 was $641,000. The increase in 1994 was primarily
the result of additional write-downs of foreclosed real estate and increased
advertising costs. The decrease for the period ended December 31, 1993 as
compared to the comparable period in 1992 was primarily due to losses on the
sale, and other expenses, of foreclosed real estate in 1992 of $198,000.

Table 4, which follows, presents an analysis of the components of
non-interest expense.

56
<PAGE> 58

NON-INTEREST EXPENSE
(Table 4)

The following table presents an analysis of non-interest expense for 1994, 1993
and 1992 together with the amount and percent change from the prior year for
1994 and 1993:

<TABLE>
<CAPTION>
Change From Prior Year
----------------------------------------
Year Ended 12/31 1994 1993
---------------------------- ----------------- -----------------
1994 1993 1992 Amount % Amount %
------ ------ ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits 1,025 970 938 55 5.67% 32 3.41%

Occupancy expense 251 276 287 (25) (9.06) (11) (3.83)

Equipment and data processing expense 12 10 9 2 20.00 1 11.11

Regulatory insurance and fees 104 103 87 1 0.97 16 18.39

Other expenses:
Advertising and promotion 51 38 41 13 34.21 (3) (7.32)
Amortization 6 6 6 - - - -
General insurance 21 30 40 (9) (30.00) (10) (25.00)
Other real estate expenses and charges 97 49 198 48 97.96 (149) (75.25)
Postage 32 32 34 - - (2) (5.88)
Professional fees 78 79 81 (1) (1.27) (2) (2.47)
Supplies 52 53 48 (1) (1.89) 5 10.42
Telephone 23 26 22 (3) (11.54) 4 18.18
Other 163 181 171 (18) (9.94) 10 5.85
Total other expenses 523 494 641 29 5.87 (147) (22.93)

Total non-interest expense 1,915 1,853 1,962 62 3.35 (109) (5.56)
</TABLE>

INCOME TAXES

The provision for income taxes for the years ended December 31, 1994,
1993 and 1992 was $163,000, $173,000 and $171,000, respectively. FBC is
subject to federal and state taxes at combined rates of approximately 38%.
These rates are reduced or increased for certain nontaxable income or
nondeductible expenses.

There were no tax credits or loss carryforwards available in 1994,
1993 or 1992 for financial reporting purposes. Effective January 1,
1993, FBC adopted Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes, which requires an asset and liability
approach for financial accounting and reporting for income taxes. The
impact of the adoption of this statement was the recognition of income
during 1993 in the amount of $35,000, which was shown in the statement of
income as the cumulative effect of a change in accounting principles.

LOANS

Loans, net of unearned interest, increased $2.8 million or 14.3% to
$22.9 million for the year ended December 31, 1994 from $20.0 million for
the comparable 1993 period. Loans, net of unearned interest, was $17.5
million for the year ended December 31, 1992. The allowance for loans
losses was $293,000 for 1994, $291,000 for 1993 and $253,000 for 1992.
The most significant concentration of loans consisted of those secured by
real estate.

57
<PAGE> 59

A summary of the loan portfolio at December 31, follows (in thousands):

<TABLE>
<CAPTION>
1994 1993 1992
--------------- ------------ --------------

<S> <C> <C> <C>
Residential real estate $ 6,841 $ 4,993 $ 5,253
Commercial, financial and
agricultural 4,592 4,642 2,963
Non-residential real estate 5,529 4,897 4,142
Construction and land
development 3,390 3,214 3,286
Consumer, individual and other 2,522 2,265 1,936

Unearned income 0 0 (33)

Total loans, net of unearned
income $ 22,874 $ 20,011 $ 17,547
</TABLE>

A summary of loan interest rate sensitivity at December 31, 1994 follows (in
thousands):

<TABLE>
<S> <C>
Fixed rate loan maturity:
Three months or less $ 785
Over three through twelve months 1,654
Over one through five years 8,405
Over five years 286

Variable rate loans repricing in three months or less 11,693
Variable rate loans repricing annually or more frequently, but less
frequently than quarterly 51

Total gross loans $ 22,874
</TABLE>

NON-PERFORMING ASSETS

Table 5, which follows, summarizes FBC's non-performing assets and
loans past due 90 days or more and accruing as of December 31 for the last five
years (in thousands).

58
<PAGE> 60

NON-PERFORMING ASSETS
(Table 5)
(In Thousands)

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ ----------

<S> <C> <C> <C> <C> <C>
Non-Accrual Loans $ 89 $ 44 $ 0 $ 74 $ 935

Other Real Estate Owned 326 522 1,017 1,376 1,088

Accruing Loans 90 Days or More Past
Due 0 0 0 0 0
------------ ------------ ------------ ------------ ----------

Total Non-Performing Assets and
Accruing Loans 90 Days or More
Past Due $ 415 $ 566 $ 1,017 $ 1,450 $ 2,023
============ ============ ============ ============ ==========

Provision for Loan Losses $ 28 $ 55 $ 0 $ 60 $ 60
============ ============ ============ ============ ==========

Net (Charge-offs) Recoveries $ (26) $ (17) $ (4) $ (198) $ (108)
============ ============ ============ ============ ==========
</TABLE>

INVESTMENT SECURITIES

Securities Held to Maturity. Effective January 1, 1994, FBC adopted
Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities. Securities held to maturity are
those securities that management has the ability and intent to hold to
maturity, and are reported at amortized cost. Securities classified as held to
maturity amounted to $3.84 million for the year ended December 31, 1994.
Average securities held to maturity was $3.76 million during 1994 which was
8.4% of total interest-earning assets. Securities held to maturity consist
solely of obligations of states, counties and municipalities.

Prior to January 1, 1994, all investment securities were reported at
amortized cost. Investment securities were carried at $20.3 million and $18.5
million for the years ended December 31, 1993 and 1992, respectively.

Securities Available for Sale. Securities available for sale represent
those securities that FBC intends to hold for an indefinite period of time or
that may be sold in response to changes in interest rates, liquidity needs,
prepayment risk and other economic factors. These securities are recorded at
market value with unrealized gains or losses, net of any tax effect, reflected
as a component of shareholders' equity. Securities available for sale totaled
$17.3 million for the year ended December 31, 1994. Average securities
available for sale was $18.1 million in 1994 which represented 40.2% of total
interest earning assets. Net unrealized depreciation on securities available
for sale was $745,000, net of taxes, for the year ended December 31, 1994.
Securities available for sale consisted of U.S. Treasury and Obligations of
other U.S. government agencies and corporations.

Table 6, which follows, summarizes the book value of FBC's investment
securities at December 31, 1994 and 1993:

59
<PAGE> 61

INVESTMENT SECURITIES AVAILABLE FOR SALE
(Table 6)

The amortized cost and related approximate fair value of investment securities
available for sale were as follows:

<TABLE>
<CAPTION>
GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---------------- --------------- -------------- ------------

<S> <C> <C> <C> <C>
DECEMBER 31, 1994

U.S. Treasury Securities $ 1,005,185 $ $ (60,341) $ 944,844
Obligations of U.S. Government
agencies 17,432,025 4,539 (1,073,211) 16,363,353

Debt securities 0 0 0 0
Equity securities 0 0 0 0

Total Investment Securities
Available for Sale $ 18,437,210 $ 4,539 $ (1,133,552) $ 17,308,197
</TABLE>

Debt securities classified as investment securities available for sale
have contractual maturities as of December 31, 1994, as follows:

<TABLE>
<CAPTION>
Amortized Fair
Cost Value
--------------- ---------------

<S> <C> <C>
Due in one year or less 0 0
Due after one year through five years 0 0

Total debt securities 0 0
</TABLE>

INVESTMENT SECURITIES HELD TO MATURITY
(Table 7)

The amortized cost and related approximate fair value of investment
securities held to maturity were as follows:

<TABLE>
<CAPTION>
GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---------------- --------------- -------------- ------------

<S> <C> <C> <C> <C>
DECEMBER 31, 1994
U.S. Treasury Securities
Obligations of U.S. Government
corporations and agencies
Obligations of states and
political subdivisions $ 3,842,389 $ 0 $ (311,303) $ 3,531,086
Mortgage-backed securities
Other securities

Total $ 3,842,389 $ 0 $ (311,303) $ 3,531,086
</TABLE>

60
<PAGE> 62

The amortized cost and approximate fair value of investment securities
held to maturity at December 31, 1994, by contractual maturity, were as
follows:

<TABLE>
<CAPTION>
Amortized Fair
Cost Value
--------------- ---------------

<S> <C> <C>
Due in one year or less $ 0 $ 0
Due after one year through five years 220,707 217,094
Due after five years through ten years 1,476,190 1,360,222
Due after ten years 2,145,492 1,953,770

Mortgage backed securities 0 0

Total $ 3,842,389 $ 3,531,086
</TABLE>

The following is a summary of book values, yields and maturities on
U.S. Treasury and Mortgage-backed investment securities at December 31, 1994
(in thousands):

<TABLE>
<CAPTION>
Book
Value Yield
----------------- -----------------
<S> <C> <C>
Fixed rate:
U.S. Treasury:
Within one year $ - -
Over one through five years 1,005 5.61%
Mortgage-backed Securities 10,047 5.63% - 6.17%

Total $ 11,052

<CAPTION>
Book
Value
----------

<S> <C>
Variable rate:
U.S. Government Agencies
and corporations $ 2,250
Mortgage-backed Securities 3,381

Total $ 5,631
</TABLE>

DEPOSITS

Total deposits increased $6.0 million or 15.2% to $45.3 million for
the year ended December 31, 1994 from $39.3 million for the comparable 1993
period. Total deposits at December 31, 1992 were $37.8 million. Time deposits
for the year ending December 31, 1994, 1993 and 1992 were $18.1 million, $13.1
million and $15.1 million, respectively. Time deposits represent 39.9%, 33.2%
and 40.0% of total deposits for the years ending December 31, 1994, 1993 and
1992, respectively. Interest bearing demand deposits decreased 2.2% in 1994 to
$15.9 million while increasing 32.3% in 1993 to $16.2 million. Savings
remained relatively consistent for the years ending December 31, 1994, 1993 and
1992 with balances of $3.6 million, $3.4 million, $3.3 million, respectively.
Demand deposits were $7.7 million, $6.6 million and $7.1 million for the years
ending December 31, 1994, 1993 and 1992, respectively.

61
<PAGE> 63

A summary of the daily average balance of deposits follows (in
thousands):

<TABLE>
<CAPTION>
1994 1993 1992
--------------- ------------ --------------

<S> <C> <C> <C>
Non-interest bearing demand $ 7,966 $ 7,120 $ 6,687
Interest bearing demand 17,283 14,578 10,534
Savings 3,709 3,328 3,194
Time 14,619 14,186 15,943
--------------- ------------ --------------

Total $ 43,577 $ 39,212 $ 36,358
=============== ============ ==============
</TABLE>

Maturities of time deposits of $100,000 or more at December 31, 1994 are as
follows (in thousands):

<TABLE>
<S> <C>
Three months or less $ 2,764
Over three through twelve months 4,023
Over one through five years 1,549
--------------

Total $ 8,336
==============
</TABLE>

NOTES PAYABLE AND DEBENTURES

Note payable is summarized as follows at December 31:

<TABLE>
<CAPTION>
1994 1993
--------------- ---------------

<S> <C> <C>
ESOP loan with annual payments remaining of $64,000
and $86,000 for 1995 and 1996, respectively. Quarterly
interest at 87.5% of prime, maturing October 1996,
secured by 1,085 shares of FBC Common Stock at December
31, 1994 $ 150,000 $ 201,000
============== ==============
</TABLE>

Following are maturities of note payable for each of the next two
years:

<TABLE>
<S> <C>
1995 $ 64,000
1996 86,000
--------------

Total $ 150,000
===============
</TABLE>

LIQUIDITY

No trends in the sources or uses of cash by FBC are expected to have
an adverse impact on FBC's liquidity position. Management believes that the
level of liquidity is sufficient to meet current and future liquidity
requirements.

On a long-term basis, the ability of FBC (on a separate company basis)
to pay its expenses, retire its debt and pay future dividends is dependent on
dividends and income tax benefits paid to FBC by its banking subsidiary. The
banking subsidiary is also subject to capital maintenance requirements imposed
by regulatory authorities. The banking subsidiary was in compliance with all
such requirements at December 31, 1994, and management anticipates that such
requirements will continue to be met while funding FBC through the payment of
dividends and income tax benefits.

62
<PAGE> 64

CAPITAL

The following table illustrates FBC's and its banking subsidiary's
capital ratios at December 31:

<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
FBC Holding Company, Inc.:

Tier I risk based capital ratio 19.27% 19.67%
Tier II risk based capital ratio 20.35 20.87
Leverage ratio 10.24 10.34

<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
FBC Holding Company, Inc.:

Tier I risk based capital ratio 19.27% 19.67%
Tier II risk based capital ratio 20.35 20.87
Leverage ratio 10.24 10.34
</TABLE>

63
<PAGE> 65

BENEFICIAL OWNERSHIP OF FBC COMMON STOCK

FBC is authorized under its Articles of Incorporation to issue 200,000
shares of FBC Common Stock. As of the Record Date, FBC had issued and
outstanding 80,000 shares of FBC Common Stock. The following table sets forth
information as of the Record Date with respect to the beneficial ownership of
FBC Common Stock by (i) each person who is the beneficial owner of more than
5% of the outstanding shares of FBC Common Stock, (ii) each director of FBC,
(iii) each of the executive officers of FBC and (iv) all executive officers
and directors of FBC as a group. Management of FBC knows of no other persons,
other than those set forth in the following table, who own beneficially more
than 5% of the outstanding shares of FBC 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 FBC."

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

<S> <C> <C>
5% SHAREHOLDERS:

First Bank of Crestview 12,602 15.7%
Employee Stock Ownership Plan
P.O. Box 877
Crestview, Florida 32536

Clair M. Muller(2)(3) 50,802 63.5%
2903 Wyngate Road, N.W.
Atlanta, Georgia 30305

Catherine S. Holland(4) 50,799 63.5%
3143 Verdun Drive,
Atlanta, Georgia 30305

Ann M. LaBrie(5) 38,213 47.8%
3637 Rolling Lane Circle
Midwest City, Oklahoma 73110

Thomas H. Muller, Jr.(3)(6) 12,879 16.1%
2903 Wyngate Road, N.W.
Atlanta, Georgia 30305

J. B. Flemming(3) 12,602 15.7%
6064 Blueberry Lane
Crestview, Florida 32536

DIRECTORS AND EXECUTIVE OFFICERS:

Alex H. Clemmons 2,092 2.62%

J. B. Flemming(3) 12,602 15.7%

John E. Fountain 400 *

Pennie B. Hertzog(7) 712 *

Ann M. LaBrie(4)(5) 38,213 47.8%

Patsy Madden(8) 845 1.0%
</TABLE>

64
<PAGE> 66

<TABLE>
<S> <C> <C>
William T. McDonald 400 *

Clair M. Muller(2)(3) 50,802 63.5%

Dale Rice, Jr.(9) 902 1.1%

Dale Rice, Sr. 0 *

R. Michael Saxon 0 *

Rodney R. Smith 0 *

Gordon M. Tew 100 *

Sam F. Townsend 160 *

Marland D.Wordell(10) 2,554 3.2%

ALL DIRECTORS AND EXECUTIVE
OFFICERS OF FBC AS A
GROUP (15 PERSONS) 59,139(11) 73.92%(11)
</TABLE>
_________________
* Less than one percent (1%).

(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to all shares shown as
beneficially owned by them. Information relating to beneficial ownership
of the shares is based upon "beneficial ownership" concepts set forth in
the rules promulgated under the Securities Exchange act of 1934, as
amended. Under such rules, a person is deemed to be a "beneficial owner"
of a security if that person has or shares "voting power" with respect to
such security. Under the rules, more than one person may be deemed to be
a beneficial owner of the same securities.

(2) Includes (a) 3,756 shares owned directly by Ms. Muller; (b) 26 shares
owned by Ms. Muller's daughters; (c) 277 shares owned by Ms. Muller's
spouse as to which she disclaims beneficial ownership; (d) 12,602 shares
held by the First Bank of Crestview Employee Stock Ownership Trust of
which Ms. Muller shares voting power as co-trustee; (e) 6,502 shares held
by the Family Trust under the Will of C. B. McLeod of which Ms. Muller
shares voting power as co-trustee; and (f) 27,639 shares held by the C. B.
McLeod Trust of which Ms. Muller shares voting power as co-trustee.

(3) Includes 12,602 shares held by the ESOP of which this individual shares
voting power as co-trustee. However, although the co-trustees have the
power to vote the shares held by the ESOP and the participants generally
have no right to direct voting of their allocated shares, the participants
are entitled to direct the co-trustees of the ESOP as to the manner in
which voting rights on their allocated shares are to be exercised with
respect to the approval of the Merger. As of the date of this Proxy
Statement/Prospectus, 11,517 shares held by the ESOP have been allocated
to participants, and 1,085 shares are unallocated. The ESOP provides that
the participants do not have the right to direct the co-trustees of the
ESOP as to the manner in which voting rights on the unallocated shares are
to be exercised in any event.

(4) Includes (a) 3,756 shares owned directly by Ms. Holland; (b) 290 shares
owned by her son; (c) 10 shares held by the Estate of M. Virginia McLeod
of which Ms. Holland exercises voting power as executrix; (d) 12,602
shares held by the First Bank of Crestview Employee Stock Ownership Trust
of which Ms. Holland shares voting power as co-trustee; (e) 6,502 shares
held by the Family Trust under the Will of C. B. McLeod of which Ms.
Holland shares voting power as co-trustee; and (f) 27,639 shares held by
the C. B. McLeod Trust of which Ms. Holland shares voting power as
co-trustee.

65
<PAGE> 67

(5) Includes (a) 2,166 shares owned directly by Ms. LaBrie; (b) 1,867 shares
owned jointly by Ms. LaBrie and her spouse; (c) 39 shares owned by Ms.
LaBrie's sons; (d) 6,502 shares held by the Family Trust under the Will of
C. B. McLeod of which Ms. LaBrie shares voting power as co-trustee; and
(e) 27,639 shares held by the C. B. McLeod Trust of which Ms. LaBrie
shares voting power as co-trustee.

(6) Includes (a) 277 shares owned directly by Mr. Muller; and (b) 12,602
shares held by the First Bank of Crestview Employee Stock Ownership Trust
of which Mr. Muller shares voting power as co-trustee.

(7) The 712 shares are held by the ESOP and are allocated to Ms. Hertzog's
company stock account as a participant in the ESOP. Although the
co-trustees have the power to vote the shares held by the ESOP and the
participants generally have no right to direct the voting of their
allocated shares, the participants are entitled to direct the co-trustees
of the ESOP as to the manner in which voting rights on their allocated
shares are to be exercised with respect to the approval of the Merger.

(8) 845 of Ms. Madden's shares held by the ESOP and are allocated to Ms.
Madden's company stock account as a participant in the ESOP. Although the
co-trustees have the power to vote the shares held by the ESOP and the
participants generally have no right to direct the voting of their
allocated shares, the participants are entitled to direct the co-trustees
of the ESOP as to the manner in which voting rights on their allocated
shares are to be exercised with respect to the approval of the Merger.

(9) The 902 shares are held by the ESOP and are allocated to Mr. Rice, Jr.'s
company stock account as a participant in the ESOP. Although the
co-trustees have the power to vote the shares held by the ESOP and the
participants generally have no right to direct the voting of their
allocated shares, the participants are entitled to direct the co-trustees
of the ESOP as to the manner in which voting rights on their allocated
shares are to be exercised with respect to the approval of the Merger.

(10) 1,575 of Mr. Wordell's shares are held by the ESOP and are allocated to Mr.
Wordell's company stock account as a participant in the ESOP. Although
the co-trustees have the power to vote the shares held by the ESOP and the
participants generally have no right to direct the voting of their
allocated shares, the participants are entitled to direct the co-trustees
of the ESOP as to the manner in which voting rights on their allocated
shares are to be exercised with respect to the approval of the Merger.

(11) Totals do not reflect the sum of the individual beneficial ownership
figures since certain of the individuals are deemed to share beneficial
ownership of the same securities by virtue of serving as co-trustees
sharing voting power with respect to securities held in trust.

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 consolidated balance sheets of FBC and subsidiary as of December 31,
1994 and 1993, and the related consolidated statements of earnings, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1994, included in this Proxy Statement/Prospectus have been
audited by Saltmarsh,

66
<PAGE> 68

Cleaveland & Gund, CPA, independent auditors, as stated in their report
appearing herein and are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

ADDITIONAL INFORMATION

OTHER BUSINESS

The Board of Directors of FBC does not know of any matter to be brought
before the Special Meeting other than as described in the Notice of Special
Meeting accompanying this Proxy Statement/Prospectus. If any other matter
comes before the Special Meeting, it is the intention of the persons named in
the accompanying proxy to vote the proxy in accordance with their best judgment
with respect to such other matters.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

SouthTrust's Annual Report on Form 10-K for the year ended
December 31, 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 FBC HOLDING COMPANY, INC.

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

Consolidated Statements of Financial Condition
- March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

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

Consolidated Statements of Shareholders' Equity for the three months
ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

Consolidated Statements of Cash Flows for the three months ended March 31, 1995 and 1994 . . . . . . . . . . . . F-6

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

Consolidated Financial Statements:

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

Consolidated Statements of Financial Condition -
December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16

Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992 . . . . . . . . . . . . F-17

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 1994, 1993 and 1992 F-18

Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992 . . . . . . . . . . F-19

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-20
</TABLE>

F-1
<PAGE> 70

[ON SALTMARSH, CLEAVELAND & GUND LETTERHEAD]

Board of Directors
FBC Holding Company, Inc. and Subsidiary
Crestview, Florida

We have compiled the accompanying consolidated statements of financial
condition of FBC Holding Company, Inc. and Subsidiary as of March 31, 1995 and
1994, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for the three month periods then ended, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.

As discussed in Note 1 to the financial statements, the Company changed its
method of accounting for investment securities in 1994.

/s/ Saltmarsh, Cleaveland & Gund

Pensacola, Florida
August 3, 1995

F-2
<PAGE> 71

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
MARCH 31, 1995 AND 1994

<TABLE>
<CAPTION>
ASSETS
1995 1994
---------------- ----------------

<S> <C> <C>
Cash and due from banks $ 2,229,828 $ 2,352,057
Federal funds sold 3,538,000 2,826,000
Interest bearing deposits in banks -0- 202,524
Securities held to maturity (notes 1 and 2) 3,842,130 3,622,408
Securities available for sale, at fair value (notes 1 and 2) 17,562,403 18,003,029
Loans receivable, net of allowance for loan losses of $293,532
in 1995 and $295,084 in 1994 (notes 1 and 3) 23,299,832 19,280,662
Accrued interest receivable 357,720 305,514
Foreclosed real estate (note 1) 289,748 510,287
Property and equipment (notes 1 and 4) 784,778 849,294
Deferred income taxes (notes 1 and 8) 218,156 17,635
Other assets 362,379 375,080
---------------- ----------------

TOTAL ASSETS $ 52,484,974 $ 48,344,490
================ ================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Demand deposits $ 8,359,380 $ 8,129,363
NOW and money market deposits 16,789,027 17,797,052
Savings deposits 3,951,834 3,724,240
Other time deposits 17,911,119 13,385,804
--------------- ----------------
Total deposits 47,011,360 43,036,459

Notes payable (note 6) 201,500 201,000
Obligations under capital leases (note 7) 273,935 297,388
Accrued interest payable 110,032 56,948
Income taxes payable 50,398 50,702
Other liabilities 126,833 145,226
--------------- ----------------
Total liabilities 47,774,058 43,787,723
--------------- ----------------

COMMITMENTS AND CONTINGENCIES (note 11)

STOCKHOLDERS' EQUITY:
Common stock, $5 par value; 200,000 shares authorized,
80,000 shares issued and outstanding 400,000 400,000
Additional paid-in capital 3,457,972 3,457,972
Retained earnings 1,426,423 1,003,909
Net unrealized depreciation on available-for-sale securities,
net of taxes of $218,156 in 1995, and $53,635 in 1994 (note 1) (423,479) (104,114)
ESOP indebtedness (notes 6 and 10) (150,000) (201,000)
-------------- ----------------
Total stockholders' equity (note 9) 4,710,916 4,556,767
-------------- ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 52,484,974 $ 48,344,490
============== ================
</TABLE>

The accompanying notes are an integral
part of these financial statements.
F-3
<PAGE> 72

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
---------------- ----------------

<S> <C> <C>
INTEREST INCOME:
Loans receivable and fees on loans $ 635,147 $ 482,586
Investment securities 321,649 294,587
Federal funds sold 46,634 18,121
---------------- ----------------
Total interest income 1,003,430 795,294
---------------- ----------------

INTEREST EXPENSE:
Interest on deposits 434,907 274,269
Interest on capital lease obligations and note payable 11,530 12,883
---------------- ----------------
Total interest expense 446,437 287,152
---------------- ----------------

Net interest income 556,993 508,142

PROVISION FOR LOAN LOSSES (notes 1 and 3) 11,000 7,500
---------------- ----------------

Net interest income after provision for loan losses 545,993 500,642
---------------- ----------------

NONINTEREST INCOME:
Service charges 88,630 84,980
Net investment securities gains -0- 24,260
---------------- ----------------
Total noninterest income 88,630 109,240
---------------- ----------------

NONINTEREST EXPENSES:
Salaries and employee benefits 242,494 218,393
Occupancy expenses 64,524 62,833
Other expense 223,276 150,987
---------------- ----------------
Total noninterest expenses 530,294 432,213
---------------- ----------------

Income before income taxes 104,329 177,669
---------------- ----------------

INCOME TAXES (notes 1 and 8) 53,857 56,550
---------------- ----------------

NET INCOME $ 50,472 $ 121,119
================ ================

NET INCOME PER SHARE OF COMMON STOCK (note 1) $ .63 $ 1.51
================ ================
</TABLE>

The accompanying notes are an integral
part of these financial statements.
F-4
<PAGE> 73
FBC HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

<TABLE>
<CAPTION>
Additional
Total
Common Paid-In
ESOP Stockholders' Retained
Stock Capital Earnings
-------- ------------- ---------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1994 $400,000 $3,457,972 $ 882,790

Adjustment to beginning balance
for change in accounting principle,
net of taxes of $80,883
Net income 121,119

Net change in unrealized appreciation
on available-for-sale securities, net of
taxes of $134,517 $ $ $
-------- ---------- ----------
BALANCE, MARCH 31, 1994 $400,000 $3,457,972 $1,003,909
======== ========== ==========

BALANCE, JANUARY 1, 1995 $400,000 $3,457,972 $1,375,951

Net income 50,472

Net change in unrealized (depreciation)
on available-for-sale securities, net of
taxes of $165,708 $ $ $
-------- ---------- ----------

BALANCE, MARCH 31, 1995 $400,000 $3,457,972 $1,426,423
======== ========== ==========

<CAPTION>
Net
Unrealized
Appreciation
(Depreciation)
on Available- Total
For-Sale ESOP Stockholders'
Securities Indebtedness Equity
-------------- ------------ -------------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1994 $(201,000) $4,539,762

Adjustment to beginning balance
for change in accounting principle,
net of taxes of $80,883 157,008 157,008
Net income

Net change in unrealized appreciation
on available-for-sale securities, net of
taxes of $134,517 $(261,122) $ (261,122)

BALANCE, MARCH 31, 1994 $(104,114) $(201,000) $4,556,767
========= ========= ==========

BALANCE, JANUARY 1, 1995 $(745,148) $(150,000) $4,338,775

Net income 50,472

Net change in unrealized (depreciation)
on available-for-sale securities, net of
taxes of $165,708 $ 321,669 $ 321,669

BALANCE, MARCH 31, 1995 (423,479) (150,000) $4,710,916
</TABLE>

The accompanying notes are an integral
part of these financial statements.
F-5
<PAGE> 74

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
---------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 50,472 $ 121,119
Adjustments to reconcile net income to net cash
provided by operating activities -
Depreciation and amortization 21,333 21,967
Provision for loan losses 11,000 7,500
Net investment securities gains -0- (24,260)
Net amortization on securities 15,934 9,977
Write-downs of foreclosed real estate 36,000 12,000
Deferred income taxes 24,583 -0-
Change in operating assets and liabilities -
Decrease in accrued interest receivable 28,104 9,970
(Increase) decrease in other assets (4,550) 3,607
Increase in accrued interest payable and other liabilities 6,330 29,454
Increase in income taxes payable 24,783 46,790
---------- -----------
Net cash provided by operating activities 213,989 238,124
---------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturity of interest bearing deposits in banks -0- 846
Proceeds from sales and maturities of securities available-for-sale -0- 974,031
Principal reductions received on available-for-sale securities 216,979 579,425
Purchases of held-to-maturity securities -0- (100,551)
Purchases of available-for-sale securities -0- (2,889,057)
Net increase (decrease) in loans (729,906) 431,950
Purchases of property and equipment 1,305 (65,156)
---------- -----------
Net cash used in investing activities (511,622) (1,068,512)
---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand, NOW, money market and savings accounts 1,874,942 3,363,801
Net increase (decrease) in time deposits (177,452) 330,368
Principal payments on capital lease obligations (6,147
) (5,238)
Increase on line of credit obligation 51,500 -0-
---------- ----------
Net cash provided by financing activities 1,742,843 3,688,931
---------- ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS 1,445,210 2,858,543

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,322,618 2,319,514
---------- ----------

CASH AND CASH EQUIVALENTS AT END OF YEAR $5,767,828 $ 5,178,057
========== ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for -
Interest on deposits $ 381,823 $ 276,896
========== ===========
Interest on capital lease obligations and note payable$ $ 11,530 $ 12,883
========== ===========
Income taxes $ 28,934 $ 9,467
========== ===========
</TABLE>

The accompanying notes are an integral
part of these financial statements.
F-6
<PAGE> 75
FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity:

FBC Holding Company, Inc. (the "Company"), is a bank holding company
organized under the laws of the state of Florida.

Principles of Consolidation:

The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary, First Bank of Crestview (the
"Bank"). All material intercompany balances and transactions have
been eliminated in consolidation.

Cash Equivalents:

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

Investment Securities:

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities ("FASB 115"). Investment securities that
management has the ability and intent to hold to maturity are
classified as held-to-maturity and reported at cost, adjusted for
amortization of premiums and accretion of discounts using the methods
approximating the interest method. Other investment securities are
classified as available-for-sale and are carried at fair value.
Unrealized holding gains and losses, net of tax, on available-for-sale
securities are reported as a net amount in a separate component of
stockholders' equity until realized. Gains or losses on the sale of
securities are determined using the specific identification method.

Loans Receivable:

Loans are stated at the amount of unpaid principal reduced by an
allowance for loan losses. Interest on loans is calculated by using
the simple interest method on daily balances of the principal amount
outstanding.

The allowance for loan losses is established through a provision for
loan losses charged to expense. Loans are charged against the
allowance for loan losses when management believes that the
collectibility of the principal is unlikely. The allowance is an
amount that management believes will be adequate to absorb possible
losses on existing loans that may become uncollectible, based on
evaluations of the collectibility of loans and prior loan loss
experience. The evaluations take into consideration such factors as
changes in the nature and volume of the loan portfolio, overall
portfolio quality, review of specific problem loans, and current
economic conditions that may affect the borrowers' ability to pay.
The accrual of interest is discontinued on a loan when management
believes, after considering economic and business conditions and
collection efforts, that the borrowers' financial condition is such
that collection of interest is doubtful.

Foreclosed Real Estate:

Foreclosed real estate includes property acquired through or in lieu
of, loan foreclosure. At the time of foreclosure, a new cost basis is
established based on the lower of cost or fair value minus estimated
costs to sell. Any write-downs based on the asset's fair value at the
date of acquisition are charged to the allowance for loan losses.
Costs incurred in maintaining foreclosed real estate and subsequent
write-downs to reflect declines in the fair value of the property are
included in other operating expenses.

F-7

<PAGE> 76

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment:

Property and equipment are carried at cost, net of accumulated
depreciation and amortization. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets.
The cost of assets under capital leases are amortized using the
straight-line method over the term of the lease. When assets are
retired or otherwise disposed of, the cost and related accumulated
depreciation and amortization are removed from the accounts, and any
resulting gain or loss is reflected in income for the period. The
cost of maintenance and repairs is charged to expense as incurred,
significant renewals and betterments are capitalized.

Income Taxes:

The Company and the Bank file consolidated federal and state income
tax returns. Income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of taxes
currently due plus deferred tax assets or liabilities based on taxable
effects of certain temporary differences. Temporary differences are
differences between the tax bases of assets and liabilities and their
reported amounts in the financial statements that will result in
taxable or deductible amounts in future years when the reported
amounts of the assets or liabilities are recovered or settled,
respectively.

Net Income Per Share of Common Stock:

Net income per share of common stock is computed on the number of
shares outstanding.

NOTE 2 - INVESTMENT SECURITIES

Securities have been classified in the consolidated statements of
financial condition according to management's intent. The carrying
amount of securities and their approximate fair values at March 1,
1995, are as follows:

<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Held-To-Maturity:
State and municipal securities $ 3,842,130 $ -0- $ (118,671) $ 3,723,459
============= ============ =========== =============

Available-For-Sale:
U. S. Treasury securities $ 1,005,978 $ -0- $ (35,197) $ 970,781
Obligations of other U.S. government
agencies and corporations 17,198,060 39,303 (645,741) 16,591,622
------------- ------------ ------------ -------------
$ 18,204,038 $ 39,303 $ (680,938) $ 17,562,403
============= ============ ============ =============

</TABLE>

F-8
<PAGE> 77

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

NOTE 2 - INVESTMENT SECURITIES (CONTINUED)

The carrying amount of securities and their approximate fair values at
March 31, 1994, are as follows:

<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Held-To-Maturity:
State and municipal securities $ 3,622,408 $ 3,988 $ (33,373) $ 3,593,023
============= ============ ============ =============

Available-For-Sale:
U. S. Treasury securities $ 1,008,784 $ 2,419 $ (9,640) $ 1,001,563
Obligations of other U.S.
government agencies and
corporations 17,151,994 98,554 (249,082) 17,001,466
------------- ------------ ------------ -------------

$ 18,160,778 $ 100,973 $ (258,722) $ 18,003,029
============= ============ ============ =============
</TABLE>

Net realized gains on sales of available-for-sale securities amounted
to $-0- for the three month period ended March 31, 1995. Net realized
securities gains were $24,260 for the three month period ended March
31, 1994.

The amortized cost and fair value of investment maturities at March
31, 1995, by contractual maturity, are summarized below. Expected
maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call
or prepayment penalties. The scheduled maturities of securities at
March 31, 1995, are as follows:

<TABLE>
<CAPTION>
Held-To-Maturity Available-For-Sale
------------------------------ ------------------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Due from one to five years $ 220,631 $ 218,299 $ 6,082,531 $ 5,843,598
Due from five to ten years 1,875,896 1,813,121 3,291,282 3,223,351
Due after ten years 1,745,603 1,692,039 8,830,225 8,495,454
------------- ------------ ------------ -------------

$ 3,842,130 $ 3,723,459 $ 18,204,038 $ 17,562,403
============= ============ ============ =============
</TABLE>

As of March 31, 1995 and 1994 substantially all investments in
obligations of other U. S. government agencies and corporations are
mortgage-backed securities.

At March 31, 1995, investment securities with an amortized cost of
approximately $3,621,499 and a fair value of approximately $3,505,159
were pledged to secure public deposits.

F-9
<PAGE> 78

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

NOTE 3 - LOANS RECEIVABLE

Major classifications of loans receivable are summarized as follows:

<TABLE>
<CAPTION>
1995 1994
---------------- --------------

<S> <C> <C>
Commercial $ 16,501,290 $ 15,304,165
Real estate 4,565,692 2,114,362
Installment 2,444,078 2,053,634
Other 82,304 103,585
---------------- --------------
23,593,364 19,575,746
Allowance for loan losses (293,532) (295,084)
---------------- --------------

Loans receivable, net $ 23,299,832 $ 19,280,662
================ ==============
</TABLE>

The Bank grants commercial, real estate and consumer loans in the
State of Florida. Although the Bank's loan portfolio is diversified,
a significant portion of its loans are secured by real estate.

Loans on which the accrual of interest has been discontinued or
reduced amounted to approximately $79,000 and $-0- at March 31, 1995
and 1994, respectively. If interest on those loans had been accrued,
such income would have approximated $3,000 and $-0- for 1995 and 1994,
respectively. Interest income on those loans is recorded only when
received.

Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
1995 1994
---------------- --------------

<S> <C> <C>
Balance, beginning of year $ 292,700 $ 290,851

Provision charged to operations 11,000 7,500
Loans charged-off (12,350) (5,145)
Recoveries 2,182 1,878
---------------- --------------

Balance, end of year $ 293,532 $ 295,084
================ ==============
</TABLE>

F-10
<PAGE> 79

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

NOTE 4 - PROPERTY AND EQUIPMENT

Major classifications of property and equipment are summarized as
follows:

<TABLE>
<CAPTION>
1995 1994
---------------- --------------
<S> <C> <C>
Land $ 186,266 $ 186,266
Building 717,368 717,368
Leasehold improvements 23,426 23,426
Furniture and equipment 776,890 757,019
Property and equipment held under capital leases 336,880 336,880
---------------- --------------
2,040,830 2,020,959
Accumulated depreciation and amortization (1,362,550) (1,272,330)
---------------- --------------
678,281 748,629
Construction in progress 106,498 100,665
---------------- --------------

$ 784,778 $ 849,294
================ ==============
</TABLE>

Depreciation and amortization expense charged to operations amounted
to $21,333 and $21,967 for the three month periods ended March 31,
1995 and 1994, respectively.

NOTE 5 - CASH SURRENDER VALUE OF LIFE INSURANCE

The Bank is the beneficiary of a life insurance policy on the former
president. The policy is intended to fund the retirement of the
former president in accordance with an agreement between both parties.
The former president did not vest in this agreement until 1993;
therefore, the Bank recorded the corresponding cash surrender value
and deferred compensation as of December 31, 1993. At March 31, 1995,
the estimated cash surrender value and the estimated deferred
compensation amounted to approximately $116,000 and $105,000
respectively. The cash surrender value is included in other assets
while the deferred compensation is included in other liabilities.

NOTE 6 - NOTES PAYABLE

Notes payable are summarized as follows:

<TABLE>
<CAPTION>
1995 1994
---------------- --------------
<S> <C> <C>
ESOP loan with annual principal payments of $64,000 and
$86,000 for 1995 and 1996, respectively. Quarterly interest
at 87.5% of prime, maturing October 1996, secured by 1,085
and 6,281 shares of Company stock at March 31, 1995 and
1994, respectively. $ 150,000 $ 201,000

$100,000 unsecured line of credit due on demand, monthly
interest at 8.5%, maturing December 1, 1995. 51,500 -0-
---------------- --------------

$ 201,500 $ 201,000
================ ==============
</TABLE>

F-11
<PAGE> 80

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

NOTE 7 - LEASES

The Bank leases its branch banking facility and data processing
hardware and software under capital leases expiring in various years
through 2007. The assets and liabilities under the capital leases are
recorded at the present value of the minimum lease payments. The cost
of the branch banking facility and the data processing equipment are
$225,000 and $111,880 respectively. Assets under capital leases are
being amortized over the terms of the leases, amortization expense for
both leases are included in depreciation and amortization expense for
1995 and 1994. The lease on the branch banking facility provides for
an additional ten-year renewal, the leases on the date processing
equipment provide for six consecutive one-year renewal options.

Minimum future lease payments under capital leases as of March 31,
1995, for each of the next five years and in the aggregate are:

<TABLE>
<S> <C>
1996 $ 61,422
1997 61,422
1998 61,422
1999 48,798
2000 26,550
Thereafter 187,954
----------
Total minimum future lease payments 447,568
Less: Amount representing interest (173,633)
----------

Present value of net minimum future lease payments $ 273,935
==========
</TABLE>

Interest is computed at the Bank's incremental borrowing rate at the
inception of each lease or the lessor's implicit rate of return and
ranges from 10% to 21%.

NOTE 8 - INCOME TAXES

The provision for income taxes consist of the following:

<TABLE>
<CAPTION>
1995 1994
---------------- --------------
<S> <C> <C>
Current:
Federal $ 69,973 $ 48,050
State 8,467 8,500
---------------- --------------
78,440 56,550
Deferred federal (24,583) -0-
---------------- --------------

$ 53,857 $ 56,550
================ ==============
</TABLE>

The effective tax rates in 1995 and 1994 differ from the statutory rate of
34% principally because of the effects of tax-exempt interest.

F-12
<PAGE> 81

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

NOTE 8 - INCOME TAXES (CONTINUED)

The deferred tax benefit for 1995 is generated from the recognition of the
effects of temporary differences between the book and tax basis of certain
assets. Deferred tax benefit has been derived from deductible temporary
differences related to the net unrealized depreciation on
available-for-sale securities, allowance for loan losses, accumulated
depreciation, and foreclosed real estate.

NOTE 9 - STOCKHOLDERS' EQUITY

The Board of Directors of the Bank may, subject to regulatory limitations,
declare dividends on net profits of the Bank.

NOTE 10 - EMPLOYEE STOCK OWNERSHIP PLAN

The Bank has a non-contributory employee stock ownership plan ("ESOP")
covering all employees who have met certain service requirements. The
Bank's contributions to the plan are determined by its Board of Directors
and are reflected as compensation and interest expense. During each three
month period ended March 31, 1995 and 1994, the Bank contributed $27,000 to
the plan, of which $2,896 and $2,368 was allocated to interest expense.
The Employee Stock Ownership Trust (the "trust") owned 12,602 shares of
stock of the Company at March 31, 1995 and 1994 all of which are
outstanding for earnings per share computations. Dividends on ESOP shares
are recorded as a reduction of retained earnings.

The Company makes cash contributions to the trust to enable it to make
payments on the ESOP loan (see Note 6). For financial statement purposes,
the ESOP obligation has been reflected as a liability and as a reduction of
stockholders' equity. As principal payments on the loan are made, the
aforementioned liability is reduced and stockholders' equity increased by
such payments.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Financial Instruments:

The financial statements do not reflect various commitments that arise in
the normal course of business, to meet the financial needs of customers.
These include commitments to extend credit and letters of credit, and
involve to varying degrees, elements of credit, interest rate, and
liquidity risk in excess of the amounts reflected in the Consolidated
Statements of Financial Condition.

Commitments to extend credit, which amounted to approximately $1,860,000
and $1,322,000 at March 31, 1995 and 1994, respectively, represent legally
binding agreements to lend to a customer as long as all established
contractual conditions are satisfied. Commitments generally have fixed
expiration dates or other termination clauses. Since many commitments
expire without being funded, total commitment amounts do not necessarily
represent future liquidity requirements.

Standby letters of credit are conditional commitments issued by the Bank
guaranteeing the performance of a customer to a third party. At March 31,
1995 and 1994, the Bank had approximately $245,000 and $276,000,
respectively, in standby letters of credit outstanding

F-13
<PAGE> 82

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1995 AND 1994

NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

FINANCIAL INSTRUMENTS (CONTINUED):

The Bank's exposure to credit loss in the event of non-performance by the
other party to commitments to extend credit and letters of credit is
represented by the contractual amount of these instruments. As these
off-balance sheet financial instruments have essentially the same credit risk
involved in extending loans, the Bank generally uses the same credit and
collateral policies in making these commitments and conditional obligations as
it does for on-balance sheet instruments. The Bank does not anticipate any
material losses as a result of these commitments.

Litigation:

The Bank is a party to various legal actions normally associated with
financial institutions, the aggregate effect of which, in management's and
legal counsel's opinion, would not be significant to the Bank's financial
condition.

Lines of Credit:

The Bank maintains unsecured lines of credit with other financial
institutions. The purpose of the lines of credit is to provide the Bank the
ability to purchase federal funds on an as needed basis. Repayment terms are
determined at the time the line is accessed. During the three month periods
ended March 31, 1995 and 1994, the Bank purchased federal funds under these
agreements; however, as of March 31, 1995 and 1994, there were no outstanding
borrowings under these agreements.

NOTE 12 - RELATED PARTY TRANSACTIONS

Governing regulations require that loans made to and deposits held for
officers, directors and their related interest be at substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with unrelated persons.

NOTE 13 - REGULATORY MATTERS

Banks are subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory, and possibly additional discretionary actions
by regulators that, if undertaken, could have a direct material effect on the
Bank's financial statements. The regulations require the Bank to meet specific
capital adequacy guidelines that involve quantitative measures of the Banks's
assets, liabilities, and certain off-balance- sheet items as calculated under
regulatory accounting practices. The Bank's capital classification is also
subject to qualitative judgements by the regulators about components, risk
weightings, and other factors. Management believes, as of March 31, 1995 and
1994, that the Bank meets all capital requirements to which it is subject.

NOTE 14 - CHANGE IN OWNERSHIP

On February 17, 1995, the stockholders of the Company entered into a
Definitive Agreement (the "Agreement") with SouthTrust Corp. of Alabama
("SouthTrust"). The Agreement calls for the acquisition of all of the
Company's stock by SouthTrust through the exchange of each parties' common
stock. The acquisition is expected to be finalized in 1995.

F-14
<PAGE> 83

Independent Auditor's Report

Board of Directors
FBC Holding Company, Inc. and Subsidiary
Crestview, Florida

We have audited the accompanying consolidated statements of financial condition
of FBC Holding Company, Inc. and Subsidiary as of December 31, 1994 and 1993,
and the related consolidated statements of income, changes in stockholders'
equity, and cash flows for each of the three years in the period ended December
31, 1994. 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 in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of FBC
Holding Company, Inc. and Subsidiary as of December 31, 1994 and 1993, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1994 in conformity with generally
accepted accounting principles.

As discussed in Note 1 to the financial statements, the Company changed its
method of accounting for investment securities in 1994 and income taxes in
1993.

/s/ Saltmarsh, Cleaveland & Gund

Pensacola, Florida
March 2, 1995

F-15
<PAGE> 84

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1994 AND 1993

<TABLE>
<CAPTION>
ASSETS
(Restated)
1994 1993
---------------- ----------------

<S> <C>
Cash and due from banks $ 1,991,618 $ 2,040,514
Federal funds sold 2,331,000 279,000
Interest bearing deposits in banks -0- 203,370
Securities held to maturity (notes 1 and 2) 3,842,389 -
Securities available for sale, at fair value (notes 1 and 2) 17,308,197 -
Investment securities, approximate market value of
$ 20,634,833 (notes 1 and 2) - 20,332,751
Loans receivable, net of allowance for loan losses of $ 292,700
in 1994 and $ 290,851 in 1993 (notes 1 and 3) 22,580,926 19,720,112
Accrued interest receivable 385,824 315,484
Foreclosed real estate (note 1) 325,748 522,287
Property and equipment (notes 1 and 4) 804,806 806,105
Deferred income taxes (notes 1 and 8) 410,540 -0-
Other assets 357,829 378,687
---------------- ----------------

TOTAL ASSETS $ 50,338,877 $ 44,598,310
================ ================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Demand deposits $ 7,739,801 $ 6,664,113
NOW and money market deposits 15,872,429 16,223,060
Savings deposits 3,613,069 3,399,681
Other time deposits 18,088,571 13,055,436
---------------- ----------------
Total deposits 45,313,870 39,342,290

Note payable (note 6) 150,000 201,000
Obligations under capital leases (note 7) 280,082 302,626
Accrued interest payable 120,703 55,858
Income taxes payable 25,615 3,912
Deferred income taxes (notes 1 and 8) -0- 36,000
Other liabilities 109,832 116,862
---------------- ----------------
Total liabilities 46,000,102 40,058,548
---------------- ----------------

COMMITMENTS AND CONTINGENCIES (note 11) - -

STOCKHOLDERS' EQUITY:
Common stock, $ 5 par value; 200,000 shares authorized,
80,000 shares issued and outstanding 400,000 400,000
Additional paid-in capital 3,457,972 3,457,972
Retained earnings 1,375,951 882,790
Net unrealized depreciation on available-for-sale securities,
net of taxes of $ 383,865 (note 1) (745,148) -
ESOP indebtedness (notes 6 and 10) (150,000) (201,000)
---------------- ----------------
Total stockholders' equity (note 9) 4,338,775 4,539,762
---------------- ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 50,338,877 $ 44,598,310
================ ================
</TABLE>

F-16
<PAGE> 85

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
1994 1993 1992
------------- ------------- ------------
<S> <C> <C> <C>
INTEREST INCOME:
Loans receivable and fees on loans $ 2,249,518 $ 1,912,414 $ 1,887,080
Investment securities 1,241,767 1,202,353 1,257,867
Federal funds sold 57,596 55,800 62,812
------------- ------------- ------------
Total interest income 3,548,881 3,170,567 3,207,759
------------- ------------- ------------

INTEREST EXPENSE:
Interest on deposits 1,249,099 1,100,293 1,264,791
Interest on capital lease obligations and note payable 50,421 38,793 39,134
------------- ------------- ------------
Total interest expense 1,299,520 1,139,086 1,303,925
------------- ------------- ------------

Net interest income 2,249,361 2,031,481 1,903,834

PROVISION FOR LOAN LOSSES (notes 1 and 3) 27,500 55,000 -0-
------------- ------------- ------------

Net interest income after provision for loan losses 2,221,861 1,976,481 1,903,834
------------- ------------- ------------

NONINTEREST INCOME:
Service charges 347,866 345,301 341,827
Net investment securities gains 24,260 70,682 12,386
Other 9,271 29,520 129,995
------------- ------------- ------------
Total noninterest income 381,397 445,503 484,208
------------- ------------- ------------

NONINTEREST EXPENSES:
Salaries and employee benefits 1,024,194 969,566 952,584
Occupancy expenses 250,846 276,072 286,660
Other expense 639,564 606,613 737,552
------------- ------------- ------------
Total noninterest expenses 1,914,604 1,852,251 1,976,796
------------- ------------- ------------

Income before income taxes and cumulative effect
on prior years of accounting change 688,654 569,733 411,246

INCOME TAXES (notes 1 and 8) 163,493 172,905 171,000
----------- ------------- ------------

INCOME BEFORE CUMULATIVE EFFECT ON PRIOR YEARS OF ACCOUNTING
CHANGE 525,161 396,828 240,246

CUMULATIVE EFFECT ON PRIOR YEARS OF ACCOUNTING CHANGE (note 1) - 34,602 -
------------- ------------- ------------

NET INCOME $ 525,161 $ 431,430 $ 240,246
============= ============= ============

NET INCOME PER SHARE OF COMMON STOCK (note 1) $ 6.56 $ 5.39 $ 3.00
============= ============= ============
</TABLE>

The accompanying notes are an integral
part of these consolidated financial statements.
F-17
<PAGE> 86

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Additional
Common Paid-In Retained
Stock Capital Earnings
--------- ----------- ------------
<S> <C> <C> <C>
Balance, January 1, 1992 $ 400,000 $ 3,457,972 $ 275,114
Net income 240,246
Dividends declared, $.40 per share (32,000)
------------ ----------- -------------

BALANCE, DECEMBER 31, 1992, AS PREVIOUSLY REPORTED 400,000 3,347,972 483,360
------------ ----------- -------------

Prior period adjustment - error in
recording ESOP indebtedness (note 9)
------------ ----------- -------------

Balance, December 31, 1992, as restated 400,000 3,457,972 483,360
Net income 431,430
Cash dividends paid, $ .40 per share (32,000)
Principal payments of ESOP indebtedness
------------ ----------- -------------

BALANCE, DECEMBER 31, 1993 400,000 3,457,972 882,790
------------ ----------- -------------

Adjustment to beginning balance
for change in accounting principle,
net of taxes of $ 80,883

Net income 525,161

Cash dividends paid, $ .40 per share (32,000)

Principal payments of ESOP indebtedness

Net change in unrealized appreciation
on available-for-sale securities, net of
taxes of $ 464,748
------------ ----------- -------------

BALANCE, DECEMBER 31, 1994 $ 400,000 $ 3,457,972 $ 1,375,951
============ =========== =============

Net Unrealized
Appreciation
(Depreciation)
on Available- Total
For-Sale ESOP Stockholders'
Securities Indebtedness Equity
-------------- ------------ -------------
<S> <C> <C> <C>
Balance, January 1, 1992 $ - $ - $ 4,133,086
Net income 240,246
Dividends declared, $.04 per share (32,000)
------------ ------------ ---------------

BALANCE, DECEMBER 31, 1992, AS PREVIOUSLY REPORTED - - 4,341,332
------------ ------------ ---------------

Prior period adjustment - error in
recording ESOP indebtedness (note 9) (243,000) (243,000)
------------ ------------ ---------------

Balance, December 31, 1992, as restated - (243,000) 4,098,332
Net income 431,430
Cash dividends paid, $ .40 per share (32,000)
Principal payments of ESOP indebtedness 42,000 42,000
------------ ------------ ---------------

BALANCE, DECEMBER 31, 1993 - (201,000) 4,539,762
------------ ------------ ---------------

Adjustment to beginning balance
for change in accounting principle,
net of taxes of $ 80,883 157,008 157,008

Net income 525,161

Cash dividends paid, $ .40 per share (32,000)

Principal payments of ESOP indebtedness 51,000 51,000

Net change in unrealized appreciation
on available-for-sale securities, net of
taxes of $ 464,748 (902,156) (902,156)
------------- ------------ ------------

BALANCE, DECEMBER 31, 1994 $ (745,148) $ (150,000) $ 4,338,775
============= ============ ============
</TABLE>

The accompanying notes are an integral
part of these consolidated financial statements.
F-18
<PAGE> 87

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
1994 1993 1992
------------- ------------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 525,161 $ 431,430 $ 240,246
Adjustments to reconcile net income to net cash
provided by operating activities -
Cumulative effect of change in accounting principle - (34,602) -
Depreciation and amortization 90,854 121,971 124,998
Provision for loan losses 27,500 55,000 -0-
Net investment securities gains (24,260) (70,682) (12,386)
Net amortization on securities 64,805 29,407 6,772
Write-downs of foreclosed real estate 84,000 31,272 -0-
Deferred income taxes (62,675) (13,026) -0-
Change in operating assets and liabilities -
Increase in accrued interest receivable (70,340) (28,817) 50,081
Decrease in other assets 20,858 15,868 (113,204)
Increase in accrued interest payable and other liabilities 57,815 95,980 (43,566)
Increase (decrease) in income taxes payable 21,703 (109,788) 162,745
------------- ------------- ------------
Net cash provided by operating activities 735,421 524,013 415,686
------------- ------------- ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of interest bearing deposits in banks (206,672)
Proceeds from maturity of interest bearing deposits in banks 203,370 3,302 -0-
Proceeds from sales and maturities of securities available-for-sale 1,475,004 - -
Principal reductions received on available-for-sale securities 1,849,977 - -
Purchases of held-to-maturity securities (319,085) - -
Purchases of available-for-sale securities (4,993,289) - -
Proceeds from sales and maturities of investment securities - 9,667,453 7,540,861
Purchases of investment securities - (11,494,803) (8,847,840)
Net increase in loans (2,775,775) (2,058,382) (702,703)
Proceeds from sale of foreclosed real estate -0- 40,000 -0-
Purchases of property and equipment (89,555) (47,287) (71,647)
------------- ------------ ------------
Net cash used in investing activities (4,649,353) (3,889,707) (2,288,001)
------------- ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand, NOW, money market and savings accounts 938,445 3,570,241 4,183,135
Net increase (decrease) in time deposits 5,033,135 (2,065,937) (1,683,546)
Principal payments on capital lease obligations (22,544) (98,307) (84,549)
Dividends paid (32,000) (32,000) (32,000)
------------- ------------ -----------
Net cash provided by financing activities 5,917,036 1,373,997 2,383,040
------------- ------------- ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,003,104 (1,991,697) 510,725

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,319,514 4,311,211 3,800,486
------------- ------------- ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 4,322,618 $ 2,319,514 $ 4,311,211
============= ============= ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for -
Interest on deposits $ 1,184,254 $ 1,118, 285 $ 1,298,494
============= ============= ============
Interest on capital lease obligations and note payable $ 50,421 $ 38,793 $ 39,134
============= ============= ============
Income taxes $ 194,000 $ 295,719 $ 8,255
============= ============= ============

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITY:

Reduction in principal portion of ESOP indebtedness $ 51,000 $ 42,000 $ 35,000
============= ============= ============
</TABLE>

The accompanying notes are an integral
part of these consolidated financial statements.
F-19
<PAGE> 88

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY:

FBC Holding Company, Inc. (the "Company"), is a bank holding company
organized under the laws of the state of Florida.

PRINCIPLES OF CONSOLIDATION:

CASH EQUIVALENTS:

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

INVESTMENT SECURITIES:

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities ("FASB 115"). In accordance with FASB 115,
financial statements for the prior period have not been restated.
Investment securities that management has the ability and intent to
hold to maturity are classified as held-to-maturity and reported at
cost, adjusted for amortization of premiums and accretion of discounts
using methods approximating the interest method. Other investment
securities are classified as available-for-sale and are carried at
fair value. Unrealized holding gains and losses, net of tax, on
available-for-sale securities are reported as a net amount in a
separate component of stockholders' equity until realized. Gains or
losses on the sale of securities are determined using the specific
identification method.

Prior to January 1, 1994, investment securities were reported at
amortized cost.

LOANS RECEIVABLE:

F-20
<PAGE> 89

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

LOANS RECEIVABLE (CONTINUED):

FORECLOSED REAL ESTATE:

PROPERTY AND EQUIPMENT:

INCOME TAXES:

F-21
<PAGE> 90

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes: (continued)

Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes. The
cumulative effect of the change in accounting principle is included in
determining net income for 1993.

Net Income Per Share of Common Stock:

Net income per share of common stock is computed on the number of
shares outstanding.

Reclassifications:

Certain prior year amounts have been reclassified to conform to the
current year presentation.

NOTE 2 - INVESTMENT SECURITIES

Securities have been classified in the consolidated statement of
financial condition according to management's intent. The carrying
amount of securities and their approximate fair values at December 31,
1994, are as follows:

<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Held-To-Maturity:
State and municipal securities $ 3,842,389 $ -0- $ (311,303) $ 3,531,086
============= ============= ============== =============

Available-For-Sale:
U.S. Treasury securities $ 1,005,185 $ - $ (60,341) $ 944,844
Obligations of other U.S. government
agencies and corporations 17,432,025 4,539 (1,073,211) 16,363,353
------------- ------------- -------------- -------------

$ 18,437,210 $ 4,539 $ (1,133,552) $ 17,308,197
============= ============= ============== =============
</TABLE>

F-22
<PAGE> 91

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 2 - INVESTMENT SECURITIES (CONTINUED)

Net realized gains on sales of available-for-sale securities amounted to $
24,260 for the year ended December 31,1994. Net realized securities gains
were $70,682 for the year ended December 31, 1993.

The amortized cost, gross unrealized gains, gross unrealized losses and
approximate market value of investment securities at December 31, 1993,
are summarized as follows:

<TABLE>
<CAPTION>
Gross Gross Approximate
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 512,125 $ 14,438 $ - $ 526,563
Obligations of other U.S. government
agencies and corporations 19,820,626 342,116 (54,472) 20,108,270
------------- ------------- -------------- -------------

$ 20,332,751 $ 356,554 $ (54,472) $ 20,634,833
============= ============= ============== =============
</TABLE>

The amortized cost and fair value of investment maturities at December 31,
1994, by contractual maturity, are summarized below. Expected maturities
will differ from contractual maturities because borrowers may have the
right to call or prepay obligations with or without call or prepayment
penalties. The scheduled maturities of securities at December 31, 1994,
are as follows.
<TABLE>
<CAPTION>
Held-To-Maturity Available-For-Sale
-------------------------------- --------------------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Due from one to five years $ 220,707 $ 217,094 $ 6,110,236 $ 5,719,641
Due from five to ten years 1,476,190 1,360,222 3,349,139 3,154,569
Due after ten years 2,145,492 1,953,770 8,977,835 8,433,987
--------------- --------------- --------------- ---------------

$ 3,842,389 $ 3,531,086 $ 18,437,210 $ 17,308,197
=============== =============== =============== ===============
</TABLE>

As of December 31, 1994 and 1993 substantially all investments in
obligations of other U.S. government agencies and corporations are
mortgage-backed securities.

At December 31, 1994, investment securities with an amortized cost of
approximately $3,622,000 and a fair value of approximately $3,314,000
were pledged to secure public deposits.

F-23
<PAGE> 92

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 3 - LOANS RECEIVABLE

Major classifications of loans receivable are summarized as follows:

<TABLE>
<CAPTION>
1994 1993
--------------- ---------------
<S> <C> <C>
Commercial $ 17,018,461 $ 15,584,000
Real estate 3,307,428 2,336,845
Installment 2,495,445 2,055,138
Other 52,292 34,980
--------------- ---------------
22,873,626 20,010,963
Allowance for loan losses (292,700) (290,851)
--------------- ---------------

Loans receivable, net $ 22,580,926 $ 19,720,112
=============== ===============
</TABLE>

The Bank grants commercial, real estate and consumer loans in the State of
Florida. Although the Bank's loan portfolio is diversified, a significant
portion of its loans are secured by real estate.

Loans on which the accrual of interest has been discontinued or reduced
amounted to approximately $89,000, $44,000 and $0.00 at December 31, 1994,
1993, and 1992, respectively. If interest on those loans had been
accrued, such income would have approximated $3,000 for 1994, $1,700 for
1993, and $6,610 for 1992. Interest income on those loans is recorded
only when received.

Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Balance, beginning of year $ 290,851 $ 252,939 $ 256,535

Provision charged to operations 27,500 55,000 -0-
Loans charged-off (48,692) (25,651) (87,122)
Recoveries 23,041 8,563 83,526
------------ ------------ ------------

Balance, end of year $ 292,700 $ 290,851 $ 252,939
============ ============ ============
</TABLE>

F-24
<PAGE> 93

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 4 - PROPERTY AND EQUIPMENT

Major classifications of property and equipment are summarized as follows:

<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
Land $ 186,266 $ 186,266
Building 717,368 717,368
Leasehold improvements 23,426 23,426
Furniture and equipment 775,585 755,568
Property and equipment held under capital leases 336,880 336,880
------------ ------------
2,039,525 2,019,508
Accumulated depreciation and amortization (1,341,217) (1,250,363)
------------ ------------
698,308 769,145
Construction in progress 106,498 36,960
------------ ------------

$ 804,806 $ 806,105
============ ============
</TABLE>

Depreciation and amortization expense charged to operations amounted to
$90,854, $121,971 and $124,998 in the years ended December 31, 1994, 1993
and 1992, respectively.

NOTE 5 - CASH SURRENDER VALUE OF LIFE INSURANCE

The Bank is the beneficiary of a life insurance policy on the former
president. The policy is intended to fund the retirement of the former
president in accordance with an agreement between both parties. The
former president did not vest in this agreement until 1993; therefore, the
Bank recorded the corresponding cash surrender value and deferred
compensation as of December 31, 1993. At December 31, 1994, the cash
surrender value and the deferred compensation amounted to approximately
$117,000 and $109,000, respectively. The cash surrender value is included
in other assets while the deferred compensation in included in other
liabilities.

NOTE 6 - NOTE PAYABLE

Note payable is summarized as follows:

<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
ESOP loan with annual principal payments of $64,000 and
$86,000 for 1995 and 1996, respectively. Quarterly interest
at 87.5% of prime, maturing October 1996, secured by 1,085
shares of Company stock at December 31, 1994 $ 150,000 $ 201,000
============ ============
</TABLE>

F-25
<PAGE> 94

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 7 - LEASES

The Bank leases its branch banking facility and data processing hardware
and software under capital leases expiring in various years through 2007.
The assets and liabilities under the capital leases are recorded at the
present value of the minimum lease payments. The cost of the branch
banking facility and the data processing equipment are $ 225,000 and $
111,880, respectively. Assets under capital leases are being amortized
over the terms of the leases, amortization expense for both leases are
included in depreciation and amortization expense for 1994 and 1993. The
lease on the branch banking facility provides for an additional ten-year
renewal, the leases on the data processing equipment provide for six
consecutive one-year renewal options.

Minimum future lease payments under capital leases as of December 31,
1994, for each of the next five years and in the aggregate are:

<TABLE>
<S> <C>
1995 $ 61,422
1996 61,422
1997 61,422
1998 57,516
1999 26,550
Thereafter 194,410
------------
Total minimum future lease payments 462,742
Less: Amount representing interest (182,660)
------------

Present value of net minimum future lease payments $ 280,082
=============
</TABLE>

Interest is computed at the Bank's incremental borrowing rate at the
inception of each lease or the lessor's implicit rate of return and ranges
from 10% to 21%.

NOTE 8 - INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Current:
Federal $ 192,254 $ 164,481 $ 155,000
State 33,914 21,450 16,000
------------ ------------ ------------
226,168 185,931 171,000
Deferred federal (62,675) (13,026) -0-
------------ ------------ ------------

$ 163,493 $ 172,905 $ 171,000
============ ============ ============
</TABLE>

The effective tax rates in 1994 and 1993 differ from the statutory rate of
34% principally because of the effects of tax-exempt interest.

F-26
<PAGE> 95

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 8 - INCOME TAXES (CONTINUED)

The tax effects of each type of significant item that gave rise to deferred
taxes are summarized as follows:

<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
Net unrealized depreciation on available-for-sale securities $ 383,865 $ -
Depreciation (15,719) (14,120)
Allowance for loan losses (8,922) (7,222)
Foreclosed real estate 57,892 -0-
Other (6,576) (14,658)
------------ ------------

Net deferred tax asset (liability) $ 410,540 $ (36,000)
============ ============
</TABLE>

NOTE 9 - STOCKHOLDERS' EQUITY

The Board of Directors of the Bank may, subject to regulatory limitations,
declare dividends on net profits of the Bank.

Stockholders' equity at the beginning of 1993 has been adjusted to correct
an error in recording ESOP indebtedness. The error had no effect on net
income for 1993.

NOTE 10 - EMPLOYEE STOCK OWNERSHIP PLAN

The Bank has a non-contributory employee stock ownership plan ("ESOP")
covering all employees who have met certain service requirements. The
Bank's contributions to the plan are determined by its Board of Directors
and are reflected as compensation and interest expense. During the plan
years ended December 31, 1994 and 1993, the Bank contributed $ 108,700 and
$ 99,000, respectively, of which $ 10,552 and $ 9,568 was allocated to
interest expense. The Employee Stock Ownership Trust (the "trust") owned
12,602 shares of stock of the Company at December 31, 1994 and 1993 all of
which are outstanding for earnings per share computations. Dividends on
ESOP shares are recorded as a reduction of retained earnings.

The Company makes cash contributions to the trust to enable it to make
payments on the ESOP loan (see Note 6). For financial statement purposes,
the ESOP obligation has been reflected as a liability and as a reduction
of stockholders' equity. As principal payments on the loan are made, the
aforementioned liability is reduced and stockholders' equity increased by
such payments.

F-27
<PAGE> 96

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Financial Instruments:

Commitments to extend credit, which amounted to approximately $ 1,702,000
at December 31, 1994, represent legally binding agreements to lend to a
customer as long as all established contractual conditions are satisfied.
Commitments generally have fixed expiration dates or other termination
clauses. Since many commitments expire without being funded, total
commitment amounts do not necessarily represent future liquidity
requirements.

Standby letters of credit are conditional commitments issued by the Bank
guaranteeing the performance of a customer to a third party. At December
31, 1994, the Bank had approximately $ 217,000 in standby letters of
credit outstanding.

The Bank's exposure to credit loss in the event of non-performance by the
other party to commitments to extend credit and letters of credit is
represented by the contractual amount of these instruments. As these
off-balance sheet financial instruments have essentially the same credit
risk involved in extending loans, the Bank generally uses the same credit
and collateral policies in making these commitments and conditional
obligations as it does for on-balance sheet instruments. The Bank does
not anticipate any material losses as a result of these commitments.

Litigation:

Lines of Credit:

The Bank maintains unsecured lines of credit in the amount of $ 2,000,000
with other financial institutions. The purpose of the lines of credit is
to provide the Bank the ability to purchase federal funds on an as needed
basis. Repayment terms are determined at the time the line is accessed.
During 1994, the Bank purchased federal funds under these agreements;
however, as of December 31, 1994, there were no outstanding borrowings
under these agreements.

F-28
<PAGE> 97

FBC HOLDING COMPANY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992

NOTE 12 - RELATED PARTY TRANSACTIONS

At December 31, 1994 , certain officers, directors and their related
interests were indebted to the Bank in the aggregate amount of
approximately $ 838,000 . Governing regulations require that these loans
be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions
with unrelated persons. Certain related parties maintain deposit balances
with the Bank in the aggregate amount of approximately $ 1,064,000 at
December 31, 1994.

NOTE 13 - REGULATORY MATTERS

Banks are subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly additional
discretionary actions by regulators that, if undertaken, could have a
direct material effect on the Bank's financial statements. The
regulations require the Bank to meet specific capital adequacy guidelines
that involve quantitative measures of the Bank's assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
practices. The Bank's capital classification is also subject to
qualitative judgments by the regulators about components, risk weightings,
and other factors. Management believes, as of December 31, 1994, that the
Bank meets all capital requirements to which it is subject.

NOTE 14 - SUBSEQUENT EVENT

F-29
<PAGE> 98
EXHIBIT A

AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 (the "Amendment") is made this 2nd day of
August, 1995, by and between SouthTrust of Florida, a Florida corporation
("ST-Sub"), and FBC Holding Company, Inc., a Florida corporation and a
registered bank holding company (the "Company"), and joined into by SouthTrust
Corporation, a Delaware corporation ("SouthTrust").

WHEREAS, ST-Sub, the Company and SouthTrust wish to amend that
certain Agreement and Plan of Merger dated February 17, 1995, by and between
ST-Sub and the Company and joined into by SouthTrust (the "Merger Agreement"),
as set forth herein;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants, representations, warranties and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Section 2.1(b). The Merger Agreement is
hereby amended by deleting Section 2.1(b) therein and inserting in its place
and stead the following:

"(b) Subject to the terms and conditions of this Agreement,
including, without limitation, Section 2.3 hereof and except
with regard to Dissenting Company Shares (as hereinafter
defined), each Company Share outstanding immediately prior to
the Effective Time of the Merger shall be converted into the
right to receive 4.52 SouthTrust Shares (such fraction, as may
be adjusted, as provided herein, being hereinafter referred to
as the "Conversion Ratio"); provided, however, that if 4.52,
when multiplied by the average last sales price of SouthTrust
Shares for the seven (7) trading days immediately preceding
the second trading day prior to the Effective Time of the
Merger, as reported by the Automated Quotation System of the
National Association of Securities Dealers, Inc. - National
Market System ("NASDAQ"), results in the value of each Company
Share being less than $88.80 (the "Price Condition"),
SouthTrust, by an instrument in writing delivered to the
Company prior to 11:00 a.m., Birmingham, Alabama time, on the
last trading day prior to the Effective Time of the Merger,
may elect to adjust the Conversion Ratio so that the
Conversion Ratio, when multiplied by such average last sales
price of SouthTrust Shares as set forth above, shall equal
$88.80; provided further that if SouthTrust does not elect to
adjust the Conversion Ratio in such manner, the Company shall
be entitled at its option, to terminate this Agreement
forthwith by delivery to SouthTrust of an instrument, in
writing to such effect (the "Special Termination Right"). The
Conversion

A-1

<PAGE> 99

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

2. Amendment to Article II. The Merger Agreement is
hereby amended by inserting the following new language as Section 2.2 and by
renumbering the remaining Sections of Article II:

"2.2 Distribution of Loans. (a) Subject to the receipt
by the Company and the Bank of required regulatory approvals,
if any, on the Closing Date, the Bank agrees, following
consultation with SouthTrust, to write down the loan described
on Exhibit A attached to this Amendment (the "Loan"), which
Exhibit is incorporated herein by this reference, to an amount
equal to estimated net realizable value of the Loan as of the
Closing Date, which amount shall not be less than $211,000 nor
greater than $285,000. The Bank agrees to segregate on the
books and records of the Bank, and to account separately for,
any payments of principal received by the Bank ("Payments")
during the period beginning on October 11, 1994 and ending on
the Closing Date (the "Payment Period").

(b) Immediately prior to the Effective Time of the
Merger, the Bank shall distribute to the Company and, in turn,
the Company shall take appropriate steps to distribute in
trust for the benefit of the holders of record of the
outstanding Company Shares a distribution consisting of the
Loan, $35,000 in immediately available funds (the "Funds") and
any Payments (the "Distribution"), which Distribution shall be
paid to, or at the direction of the Trustees, as agents for
the holders of the Company Shares (the "Trustees"). The
Trustees shall hold the Distribution in trust for the benefit
of the holders of the Company Shares pursuant to a Trust
Agreement by and between the Company and the Trustees, the
terms of which are reasonably acceptable to SouthTrust (the
"Trust Agreement"). SouthTrust agrees that it shall
indemnify, defend and hold harmless the Trustees and the
holders of the Company Shares from and against all losses,
expenses, claims, damages or liabilities that may arise in
connection with collection efforts or activity undertaken by
the Trustees (provided that such collection efforts and
activity are undertaken in good faith and do not involve any
willful or intentional misconduct by the Trustees), and will
reimburse each of them for any legal, accounting

A-2

<PAGE> 100

or other expenses reasonably incurred in connection with
investigating or defending any such actions, whether or not
resulting in liability."

3. Amendment to Article V. The Merger Agreement is
hereby amended by inserting the following new language at the end of Section
5.1(b)(ii):

", and except that the Company may make the Distribution"

4. Amendments to Article VI. (a) The Merger Agreement
is hereby amended by inserting the following new language as subparagraph (e)
of Section 6.4:

"(e) SouthTrust agrees to indemnify, defend and hold
harmless the trustees of the Company's ESOP from and against
all losses, expenses, claims, damages or liabilities to which
any of them may become subject as a result of the purchase by
the Company's ESOP of the shares described on Exhibit B
hereto, which Exhibit is incorporated herein by this
reference, and the rescission of such purchases or other
action taken by said trustees as contemplated under Section
6.9 hereof, 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."

(b) The Merger Agreement is hereby amended by inserting the
following language as new Section 6.9:

"6.9 Action Required With Respect to Certain Purchases by the
Company's ESOP. Prior to or on the Closing Date, the
Company's ESOP shall have obtained, from the persons listed on
Exhibit B hereto from whom certain purchases of stock were
made by the Company's ESOP in 1994, as described on said
Exhibit B, a release of the Company's ESOP from all actions,
claims, demands or liabilities arising out of or related to
the matters contemplated in this Section 6.9, in form
reasonably satisfactory to SouthTrust. Such release shall be
obtained pursuant to the rescission of the stock purchases
described in detail on Exhibit B hereto or such other action
as may be deemed appropriate by the trustees of the Company's
ESOP to reverse the effect of such stock purchases which are
reasonably acceptable to SouthTrust.

5. Amendments to Article VIII. (a) The Merger Agreement
is hereby amended by inserting the following new language at the end of
Sections 8.1 and 8.4:

"; provided that SouthTrust hereby agrees that this paragraph
does not apply to the Loan or the Distribution."

A-3

<PAGE> 101

(b) The Merger Agreement is hereby amended by inserting
the following language as new Sections 8.13 and 8.14:

"8.13 Action Required With Respect to Certain Purchases by the
Company's ESOP. The Company's ESOP shall have effected and
consummated the transactions required by Section 6.9 hereof,
and the Company's ESOP shall have obtained the release
contemplated by such Section, the terms of which are
reasonably acceptable to SouthTrust.

Section 8.14 Trust Agreement. The Trust Agreement
contemplated by Section 2.2 hereof shall have been executed
and delivered."

6. Amendment to Article IX. The Merger Agreement is
amended by deleting Section 9.10 herein and inserting in place and stead the
following:

"Section 9.10 Fairness Opinion. The Board of Directors of
Company shall have received a letter from an investment
banking or advisory firm acceptable to the Company (the
"Fairness Opinion") dated not more than seven (7) days after
the date of this Amendment relating to the transactions
contemplated herein and stating that the Merger is fair, from
a financial point of view, to the shareholders of the Company,
and the Fairness Opinion shall be reconfirmed as of a date not
more than five (5) business days prior to the date that the
Proxy Statement is delivered to the shareholders of the
Company in connection with any meeting of the shareholders of
the Company to approve the Merger, and the Fairness Opinion
shall not have been withdrawn prior to or as of the Effective
Time of the Merger."

7. Amendment to Article X. The Merger Agreement is
hereby amended by deleting Section 10.1(b) therein and inserting in its place
and stead the following:

"(b) by SouthTrust or the Company if the Merger shall not have
occurred on or prior to October 31, 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);"

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

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

A-4

<PAGE> 102

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

FBC HOLDING COMPANY, INC.

[CORPORATE SEAL] By
----------------------------
Its
---------------------

ATTEST:

By
-------------------------------------
Its
-----------------------------

SOUTHTRUST OF FLORIDA, INC.

[CORPORATE SEAL] By
-----------------------------
Its
---------------------

ATTEST:

By
-------------------------------------
Its
-----------------------------

SOUTHTRUST CORPORATION

[CORPORATE SEAL] By
-----------------------------
Its
---------------------
ATTEST:

By
-------------------------------------
Its
-----------------------------

A-5

<PAGE> 103

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST OF FLORIDA, INC.

AND

FBC HOLDING COMPANY, INC.

JOINED IN BY

SOUTHTRUST CORPORATION

<PAGE> 104
<TABLE>
<S> <C> <C>
ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
------------------------------------
Section 1.2 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
----------------
Section 1.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
------------------
Section 1.4 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
----------------------

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Company Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 3
--------------------------------------
Section 2.2 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
-----------------
Section 2.3 Effectuating Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
-----------------------
Section 2.4 Laws of Escheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---------------

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
----------------------
Section 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
--------------
Section 3.3 Financial Statements; Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-----------------------------
Section 3.4 Loan Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
--------------
Section 3.5 Certain Loans and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
---------------------------------
Section 3.6 Authority; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
-----------------------
Section 3.7 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----------------------
Section 3.8 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
-------------
Section 3.9 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
------------------------------------
Section 3.10 Legal Proceedings; Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----------------------
Section 3.11 Taxes and Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
---------------------
Section 3.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
----------------------
Section 3.13 Title and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
-------------------------
Section 3.14 Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
-----------
Section 3.15 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
---------------------
Section 3.16 Commitments and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
-------------------------
Section 3.17 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
------------------
Section 3.18 Registration Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
------------------------
Section 3.19 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
-------------------
Section 3.20 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
---------
Section 3.21 Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
-----
Section 3.22 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
--------------------
Section 3.23 Transactions with Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
----------------------------
Section 3.24 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
---------------
Section 3.25 Deposit Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
-----------------
Section 3.26 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
-------------------------------

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
</TABLE>
ii

<PAGE> 105
<TABLE>
<S> <C> <C>
SOUTHTRUST AND ST-SUB

Section 4.1 Organization and Related Matters of SouthTrust . . . . . . . . . . . . . . . . . . . . . . 15
----------------------------------------------
Section 4.2 Organization and Related Matters of ST-Sub . . . . . . . . . . . . . . . . . . . . . . . . 15
------------------------------------------
Section 4.3 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
--------------
Section 4.4 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
-------------
Section 4.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
--------------------
Section 4.6 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
------------------------------------
Section 4.7 Legal Proceedings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
-----------------------
Section 4.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
---------
Section 4.9 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
----------------------
Section 4.10 Accounting, Tax, Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
-----------------------------------
Section 4.11 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
---------------
Section 4.12 No Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
----------------------------
Section 4.13 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
-------------------------------

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 17
--------------------------------------
Section 5.2 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
-------------------
Section 5.3 Access to Properties; Personnel and Records . . . . . . . . . . . . . . . . . . . . . . . . 19
-------------------------------------------
Section 5.4 Approval of the Company Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
------------------------------------
Section 5.5 No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
-------------
Section 5.6 Notice of Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
-------------------
Section 5.7 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
----------
Section 5.8 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
-------------------------
Section 5.9 Environmental Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
--------------------
Section 5.10 Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
---------------
Section 5.11 Surveys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
-------
Section 5.12 Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
------------------
Section 5.13 Exemption Under Anti-Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . 21
--------------------------------------
Section 5.14 Subsidiary Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
---------------------------

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
-------------------------
Section 6.2 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
------------------
Section 6.3 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
-------------
Section 6.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
---------------
Section 6.5 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
-------------------
Section 6.6 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
----------------------
Section 6.7 Reservation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
---------------------
Section 6.8 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
-------------

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

Section 7.1 Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
--------------------
Section 7.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
--------------------
</TABLE>

iii

<PAGE> 106
<TABLE>
<S> <C> <C>
Section 7.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
----------
Section 7.4 Proxy Statement and Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . 24
------------------------------------------
Section 7.5 Execution of Subsidiary Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 24
----------------------------------------

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-SUB

Section 8.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
------------------------------
Section 8.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
--------------------------
Section 8.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
------------------------
Section 8.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
------------------
Section 8.6 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
-------------------------
Section 8.7 Material Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
------------------
Section 8.8 Matters Relating to Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 26
-----------------------------------------
Section 8.9 Matters Relating to the Executive Supplemental Income and Other Agreements . . . . . . . . 26
--------------------------------------------------------------------------
Section 8.10 Outstanding Shares of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
---------------------------------
Section 8.11 Dissenters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
----------
Section 8.12 Certification of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
-----------------------

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF THE COMPANY

Section 9.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
------------------------------
Section 9.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
--------------------------
Section 9.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . 26
---------------------------------------------------
Section 9.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
------------------------
Section 9.5 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
-------------------------
Section 9.6 Assumption of Replacement Supplemental Agreement . . . . . . . . . . . . . . . . . . . . . 27
------------------------------------------------
Section 9.7 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
------------------
Section 9.8 SouthTrust Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
-----------------
Section 9.9 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
-----------
Section 9.10 Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
----------------
Section 9.11 Special Termination Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
-------------------------
Section 9.12 Price Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
---------------

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
-----------
Section 10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
---------------------
Section 10.3 Effect of Wrongful Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
------------------------------
Section 10.4 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
----------
Section 10.5 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
-------
Section 10.6 Non-Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . 28
----------------------------------------------

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
----------------
</TABLE>

<PAGE> 107
<TABLE>
<S> <C> <C>
Section 11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
-------
Section 11.3 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
------------
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
------------------
Section 11.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
--------
Section 11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
------------
Section 11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
-------------
Section 11.8 Persons Bound; No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----------------------------
Section 11.9 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----------------------
Section 11.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
------
Section 11.11 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
---------------------
</TABLE>

<PAGE> 108

AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST OF FLORIDA, INC.
AND
FBC HOLDING COMPANY, INC.
JOINED IN BY
SOUTHTRUST CORPORATION

This AGREEMENT AND PLAN OF MERGER, dated as of the 17th day of
February, 1995 (this "Agreement"), by and between SouthTrust of Florida, Inc.,
a Florida corporation ("ST-Sub"), and the FBC Holding Company, Inc., a Florida
corporation and a registered bank holding company (the "Company"), and joined
in by SouthTrust Corporation, a Delaware corporation ("SouthTrust").

WITNESSETH THAT:

WHEREAS, the respective Boards of Directors of ST-Sub and the
Company deem it in the best interests of ST-Sub and of the Company,
respectively, and of their respective shareholders, that ST-Sub and the Company
merge pursuant to this Agreement in a transaction that qualifies as a
reorganization pursuant to Section 368(a)(1) of the Internal Revenue Code of
1986 (the "Code") (the "Merger");

WHEREAS, the Boards of Directors of ST-Sub and the Company
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 States of Florida;

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

WHEREAS, the Company owns all the issued and outstanding
capital stock of First Bank of Crestview, a Florida state banking corporation
(the "Bank"), and ST-Sub owns all of the issued and outstanding capital stock
of SouthTrust Bank of Northwest Florida, a Florida state banking corporation
("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"), the 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 the Company 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 outstanding shares of common
stock of the Company, par value $.01 per share (the "Company Shares"), into
shares of common stock of SouthTrust, par value of $2.50 per share (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"), shall be as hereinafter set forth.

ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date. (a) Subject to
the provisions hereof, the Company shall be merged with and into ST-Sub (which
has heretofore and shall hereinafter be referred to as the "Merger") pursuant
to Sections 607.1101 and 607.1103 of the Florida Business Corporation Act, and
ST-Sub shall be the surviving corporation (sometimes hereinafter referred to as
"Surviving Corporation" when reference is made

<PAGE> 109
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 Certificate or
Articles of Merger has been duly filed with the Secretary of State of Florida,
unless a later date is specified in such Certificate or 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 the Company, the Effective Time of the Merger shall occur within
ten (10) business days following the later to occur of (i) the effective date
(including expiration of any applicable waiting period) of the last required
Consent (as defined below) of any Regulatory Authority (as defined below)
having authority over the transactions contemplated under the Merger Agreement
or the Subsidiary Merger Agreement and (ii) the date on which the shareholders
of the Company, to the extent that their approval is required by applicable
law, approve the transactions contemplated by this Agreement. As used in this
Agreement, "Consent" shall mean a consent, approval or authorization, waiver,
clearance, exemption or similar affirmation by any person pursuant to any
contract, permit, law, regulation or order, and "Regulatory Authorities" shall
mean, collectively, the Federal Trade Commission (the "FTC"), the United States
Department of Justice (the "Justice Department"), the Board of Governors of the
Federal Reserve System (the "FRB"), the Office of Thrift Supervision (including
its predecessor, the Federal Home Loan Bank Board) (the "OTS"), the Office of
the Comptroller of the Currency (the "OCC"), the Federal Deposit Insurance
Corporation (the "FDIC"), and all state regulatory agencies having jurisdiction
over the parties 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 the Company at 10:00 a.m. local
time on the day that the Effective Time of the Merger occurs, or such other
date and time and place as the parties hereto may agree (the "Closing Date").
Subject to the provisions of this Agreement, at the Closing there shall be
delivered to each of the parties hereto the opinions, certificates and other
documents and instruments required to be so delivered pursuant to this
Agreement.

(c) The location of the home office of the
Surviving Corporation shall be 6821 Southpoint Drive North, Suite 101,
Jacksonville, Florida 32216.

Section 1.2 Effect of Merger. (a) At the Effective Time of the
Merger, the Company shall be merged with and into ST-Sub and the separate
existence of the Company shall cease. The Articles of Incorporation and Bylaws
of ST-Sub, as in effect on the date hereof and as otherwise amended prior to
the Effective Time of the Merger, shall be the Articles of Incorporation and
the Bylaws of the Surviving Corporation until further amended as provided
therein and in accordance with applicable law. The Surviving Corporation shall
have all the rights, privileges, immunities and powers and shall be subject to
all the duties and liabilities of a corporation organized under the laws of the
State of Florida and shall thereupon and thereafter possess all other
privileges, immunities and franchises of a private, as well as of a public
nature, of each of the constituent 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 $0.01,
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 the Company last in office shall execute and deliver
or cause to be executed and delivered in the name of the Company 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 the Company.

<PAGE> 110
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.

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Company 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
Company Shares:

(a) All Company Shares which are held by the Company 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 2.2 hereof and except
with regard to Dissenting Company Shares (as hereinafter
defined), each Company Share outstanding immediately prior to
the Effective Time of the Merger shall be converted into the
right to receive 4.80 SouthTrust Shares (such fraction, as may
be adjusted, as provided herein, being hereinafter referred to
as the "Conversion Ratio"); provided, however, that if 4.80,
when multiplied by the average last sales price of SouthTrust
Shares for the seven (7) trading days immediately preceding
the second trading day prior to the Effective Time of the
Merger, as reported by the Automated Quotation System of the
National Association of Securities Dealers, Inc. - National
Market System ("NASDAQ"), results in the value of each Company
Share being less than $88.80 (the "Price Condition"),
SouthTrust, by an instrument in writing delivered to the
Company prior to 11:00 a.m., Birmingham, Alabama time, on the
last trading day prior to the Effective Time of the Merger,
may elect to adjust the Conversion Ratio so that the
Conversion Ratio, when multiplied by such average last sales
price of SouthTrust Shares as set forth above, shall equal
$88.80; provided further that if SouthTrust does not elect to
adjust the Conversion Ratio in such manner, the Company shall
be entitled at its option, to terminate this Agreement
forthwith by delivery to SouthTrust of an instrument, in
writing to such effect (the "Special Termination Right"). The
Conversion Ratio, including the number of SouthTrust Shares
issuable in the Merger, shall be subject to a proportionate
adjustment in the event of any stock split, reverse stock
split, dividend payable in SouthTrust Shares, reclassification
or similar distribution whereby SouthTrust issues SouthTrust
Shares or any securities convertible into or exchangeable for
SouthTrust Shares without receiving any consideration in
exchange therefor, provided that the record date of such
transaction is a date after the date of the Agreement and
prior to the Effective Time of the Merger.

(c) Each outstanding Company Share, the holder of which has
demanded and perfected his demand for payment of the "fair or
appraised" value of such share in accordance with Sections
607.1301 and 607.1302 of the Florida Business Corporation Act
(the "Dissent Provisions"), to the extent applicable, and has
not effectively withdrawn or lost his right to such appraisal
(the "Dissenting Company 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. The
Company

<PAGE> 111
shall give SouthTrust prompt notice upon receipt by the
Company of any written objection to the Merger and any written
demands for payment of the fair or appraised value of Company
Shares, and of withdrawals of such demands, and any other
instruments provided to the Company 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 Company
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 Company Shares shall
be canceled. Neither the Company 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 settle, any demand for payment by any
Dissenting Shareholder. If any Dissenting Shareholder shall
have failed to perfect or shall have effectively withdrawn or
lost such right to demand payment of fair or appraised value,
Company 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 Fractional Shares. Notwithstanding any other
provision of this Agreement, each holder of Company Shares converted pursuant
to the Merger, who would otherwise have been entitled to receive a fraction of
a SouthTrust Share (after taking into account all certificates delivered by
such holder), shall receive, in lieu thereof, cash (without interest) in an
amount equal to such fractional part of such SouthTrust Share, multiplied by
the market value of one SouthTrust Share at the Effective Time of the Merger.
The market value of one SouthTrust Share at the Effective Time of the Merger
shall be the last sale price of such SouthTrust Shares as reported by NASDAQ on
the last trading day preceding the Effective Time of the Merger or, if the
SouthTrust Shares hereafter become listed for trading on any national
securities exchange registered under the Securities Exchange Act of 1934, the
last sale price of such SouthTrust Shares on the applicable date as reported on
the principal securities exchange on which the SouthTrust Shares are then
listed for trading. No such holder will be entitled to dividends, voting
rights or any other rights as a shareholder in respect of any fractional share.

Section 2.3 Effectuating Conversion (a) Mellon Securities Trust
Company, or such other institution as SouthTrust 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 Company 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 Company Shares transmittal materials (the "Letter of Transmittal") for use
in exchanging their certificates formerly representing Company Shares for the
consideration provided for in this Agreement. The Letter of Transmittal will
contain instructions with respect to the surrender of certificates representing
Company Shares and the receipt of the consideration contemplated by this
Agreement and will require each holder of Company Shares to transfer good and
marketable title to such Company Shares to SouthTrust, free and clear of all
liens, claims and encumbrances. Amounts that would have been payable to
Dissenting Shareholders for Company 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 the Company shall be closed as to holders of Company Shares
immediately prior to the Effective Time of the Merger and no transfer of
Company Shares by any such holder shall thereafter be made or recognized and
each outstanding certificate formerly representing Company Shares shall,
without any action on the part of any holder thereof, no longer represent
Company 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 Company Shares
represented thereby were converted in the Merger.

(c) In the event that any holder of Company Shares is
unable to deliver the certificate which represents such holder's Company
Shares, SouthTrust, in the absence of actual notice that any Company Shares

<PAGE> 112
theretofore represented by any such certificate have been acquired by a bona
fide purchaser, may, in its discretion, deliver to such holder the
consideration contemplated by this Agreement 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 Company Shares theretofore
represented by each certificate claimed by such
holder to be lost, wrongfully taken or destroyed and
that such holder is the person who would be entitled
to present each such certificate for exchange
pursuant to this Agreement.

(d) In the event that the delivery of the consideration
contemplated by this Agreement and the amount of cash representing fractional
SouthTrust Shares are to be made to a person other than the person in whose
name any certificate representing Company 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 Company 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 Company 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 Company Shares as provided for by the Agreement.
Subject to applicable laws, following surrender of any such certificate or
certificates, there shall be paid to the holder of the certificate or
certificates then representing SouthTrust Shares issued in the Merger, without
interest at the time of such surrender, the consideration contemplated by this
Agreement, the amount of any cash representing fractional SouthTrust Shares and
the amount of any dividends or other distributions with respect to SouthTrust
Shares to which such holder is entitled as a holder of SouthTrust Shares.

Section 2.4 Laws of Escheat. If any of the consideration due or
other payments to be paid or delivered to the holders of Company 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
the Company, SouthTrust, ST-Sub, the Exchange Agent, nor any other person
acting on their behalf shall be liable to a holder of Company 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.

<PAGE> 113
ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company 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) The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Florida. The Company 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 the Company is duly
licensed or qualified to do business in each jurisdictions where the nature of
the business conducted by it or the character or location of the properties and
assets owned or leased by it make such qualification necessary, except where
the failure to be so licensed or qualified would not have a material adverse
effect on the business, assets, operations, financial condition or results of
operations (such business, assets, operations, financial condition or results
of operations hereinafter collectively referred to as the "Condition") of the
Company on a consolidated basis. The Company is duly registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended. True
and correct copies of the Articles of Incorporation of the Company and the
Bylaws of the Company, each as amended to the date hereof, have been delivered
to SouthTrust.

(b) The Bank is a state banking corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida. The 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 the Bank is duly licensed or qualified to do business in
each jurisdiction in which the nature of the business conducted 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 the Bank, as amended to the date hereof, have been delivered to
SouthTrust.

(c) Each of the Company and the Bank 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 the Company on a consolidated
basis.

(d) Except for the Bank and except as set forth in
Disclosure Schedule 3.1(d), the Company does not own any capital stock of any
subsidiary, and the Bank does not own any capital stock of any subsidiary; the
Company and the 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 the Company and the Bank 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
the Company consists of 200,000 shares of common stock, par value $0.01
(hereinbefore and hereinafter referred to as "Company Shares"), 80,000 shares
of which as of the date hereof are issued and outstanding (none of which is
held in the treasury of the Company). All of the issued and outstanding
Company 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 the Company, or any
securities or rights convertible into or exchangeable for shares of capital
stock of the Company.

(b) The authorized capital stock of the Bank consists of
80,000 shares of common stock, par value of $5.00, 80,000 shares of which as of
the date hereof are issued and outstanding (none of which is held in the
treasury of the Bank) (the "Bank Shares"). All of the issued and outstanding
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 the Bank, or any securities
or rights convertible into or exchangeable for shares of capital stock of the
Bank.

<PAGE> 114
(c) Except as may be limited or required by applicable
laws relating to state banks, all of the issued and outstanding shares of
capital stock of the Bank:

(i) are owned by the Company; and

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

Section 3.3 Financial Statements; Filings. (a) The Bank has
previously delivered to SouthTrust copies of the financial statements of the
Bank as of and for the years ended December 31, 1991, 1992 and 1993 and the
financial statements of the Bank as of and for the periods ended March 31,
1994, June 30, 1994 and September 30, 1994, and the 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 the Bank, the financial statements of the 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 the Bank").

(b) The Bank has previously delivered to SouthTrust
copies of the Call Reports of the Bank as of and for the years ended December
31, 1991, 1992 and 1993 and the Call Reports of the Bank as of and for the
periods ended March 31, 1994, June 30, 1994 and September 30, 1994, and the
Bank shall deliver to SouthTrust, as soon as practicable following the
preparation of additional Call Reports for each subsequent calendar quarter (or
other reporting period) or year of the Bank, the Call Reports of the 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 the Bank").

(c) The Company has previously delivered to SouthTrust
copies of the consolidated financial statements of the Company as of and for
the years ended December 31, 1991, 1992 and 1993, and the consolidated
financial statements of the Company as of and for the periods ended March 31,
1994, June 30, 1994 and September 30, 1994, and the Company 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 the Company, the consolidated financial
statements of the Company 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 the Company").

(d) Each of the Financial Statements of the Company, each
of the Financial Statements of the Bank, and each of the Call Reports of the
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 the Company and the 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 the Company, each of the Financial Statements of the Bank, and
each of the Call Reports of the Bank (including the related notes, where
applicable) fairly present or will fairly present the financial position of the
Company on a consolidated basis and the financial position of the Bank (as the
case may be) as of the respective dates thereof and fairly present or will
fairly present the results of operations of the Company on a consolidated basis
and the results of operations of the Bank (as the case may be) for the
respective periods therein set forth.

(e) To the extent not prohibited by law, the Company 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
the Company or the Bank with the Regulatory Authorities, and will from time to
time hereafter furnish, or cause the 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, neither the Company nor the
Bank 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 the Company on a consolidated
basis, except obligations

<PAGE> 115
and liabilities (i) which are accrued or reserved against in the Financial
Statements of the Company, the Financial Statements of the Bank or the Call
Reports of the 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 the Company
nor the Bank have incurred or paid any obligation or liability which would be
material to the Condition of the Company 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) to the best knowledge of the Company and the Bank, all
evidences of indebtedness in original principal amount in excess of $20,000
reflected as assets in the Financial Statements of the Company, the Financial
Statements of the Bank and the Call Reports of the Bank as of and for the year
ended December 31, 1993 and the period ended September 30, 1994, were, as of
such dates, in all respects the binding obligations of the respective obligors
named therein in accordance with their respective terms, (ii) the allowances
for possible loan losses shown on the Financial Statements of the Company, the
Financial Statements of the Bank and the Call Reports of the Bank as of and for
the year ended December 31, 1993 and the period ended September 30, 1994 were,
and the allowance for possible loan losses to be shown on the Financial
Statements of the Company, the Financial Statements of the Bank and the Call
Reports of the 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 the Company and the Bank
and other extensions of credit (including letters of credit or commitments to
make loans or extend credit), and (iii) each such allowance described in (ii)
above has been established in accordance with the accounting principles
described in Section 3.3(d).

Section 3.5 Certain Loans and Related Matters. Except as set
forth in Disclosure Schedule 3.5, neither the Company nor the Bank are 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 $20,000 per loan, under the terms of which the obligor is sixty (60)
days delinquent in payment of principal or interest or in default of any other
provision as of the date hereof; (ii) loan agreement, note or borrowing
arrangement which has been classified or, in the exercise of reasonable
diligence by the Company, the Bank, 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 the Company, the Bank or any ten percent (10%) shareholder of the
Company, or any person, corporation or enterprise controlling, controlled by or
under common control with any of the foregoing; or (iv) to the best knowledge
of the Company and the Bank, loan agreement, note or borrowing arrangement in
violation of any law, regulation or rule applicable to the Company or the Bank
including, but not limited to, those promulgated, interpreted or enforced by
any of the Regulatory Authorities and which violation could have a material
adverse effect on the Condition of the Company on a consolidated basis. As of
the date of any Financial Statement of the Company, any Financial Statement of
the Bank and any Call Report of the Bank subsequent to the execution of this
Agreement, including the date of the Financial Statements of the Company, the
Financial Statements of the Bank, and the Call Reports of the 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) The Company has full
corporate power and authority to execute and deliver this Agreement and,
subject to the approval of the shareholders of the Company and to the receipt
of the Consents of the Regulatory Authorities, to consummate the transactions
contemplated hereby. The Board of Directors of the Company 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 the
Company's shareholders for approval at a meeting of such shareholders and,
except for the adoption of such Agreement by its shareholders, no other
corporate proceedings on the part of the Company are necessary to consummate
the transactions so contemplated. This Agreement, when duly and validly
executed by the Company and delivered by the Company, will constitute a valid
and binding obligation of the Company, and will be enforceable against the
Company 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.

<PAGE> 116
(b) Neither the execution and delivery of this Agreement
by the Company nor the consummation by the Company of the transactions
contemplated hereby, nor compliance by the Company with any of the terms or
provisions hereof, will (i) violate any provision of the Articles of
Incorporation or Bylaws of the Company or the Articles of Incorporation or
Bylaws of the Bank, (ii) assuming that the Consents of the Regulatory
Authorities and approvals referred to herein are duly obtained, and to the best
knowledge of the Company and the Bank, violate any statute, code, ordinance,
rule, regulation, judgment, order, writ, decree or injunction applicable to the
Company or the Bank 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 the Company or the Bank under, any of the terms, conditions or
provisions of any material note, bond, mortgage, indenture, deed of trust,
license, permit, lease, agreement or other instrument or obligation to which
the Company or the Bank 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 of a Registration Statement on Form S-4 with the SEC, which will
include a proxy statement of the Company relating to the meeting of the
shareholders of the Company at which the Merger is to be considered (the "Proxy
Statement"); (ii) the Consents of the FRB, the FDIC and the Florida Department
of Banking and Finance; (iii) approval of this Agreement by the respective
shareholders of ST-Sub and the Company; (iv) filing of Articles of Merger with
the State of Florida; 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 the Company of this Agreement, and the consummation by the Company
of the Merger and the other transactions contemplated hereby.

Section 3.8 Broker's Fees. Neither the Company nor the Bank, 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
September 30, 1994, 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 Company Shares, except as otherwise contemplated by Section
5.1(b)(ii) of this Agreement, or (ii) any change or any event involving a
prospective change in the Condition of the Company on a consolidated basis
which has had, or is reasonably likely to have, a material adverse effect on
the Condition of the Company on a consolidated basis or on the Company or the
Bank including, without limitation, any change in the administration or
supervisory standing or rating of the Company or the Bank with any Regulatory
Authority, and to the best knowledge of the Company and the Bank, no fact or
condition exists as of the date hereof which the Company or the Bank reasonably
believe will cause any such event or change in the future.

Section 3.10 Legal Proceedings; Etc. Except as set forth in
Disclosure Schedule 3.10, neither the Company nor the Bank is a party to any,
and there are no pending or, to the knowledge of the Company or the Bank,
threatened, judicial, administrative, arbitral or other proceedings, claims,
actions, causes of action or governmental investigations against the Company or
the Bank challenging the validity of the transactions contemplated by this
Agreement and, to the knowledge of the Company and the Bank as of the date
hereof, there is no material proceeding, claim, action or governmental
investigation against the Company or the Bank; no judgment, decree, injunction,
rule or order of any court, governmental department, commission, agency,
instrumentality or arbitrator is outstanding against the Company or the Bank
which has a material adverse effect on the Condition of the Company on a
consolidated basis; there is no default by the Company or the Bank under any
material contract or agreement to which the Company or the Bank is a party; and
neither the Company nor the Bank is a party to any agreement, order or
memorandum in writing by or with any Regulatory Authority restricting the
operations of the Company or the Bank and neither the Company nor the Bank 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) The Company has
previously delivered or made available to SouthTrust copies of the federal
income tax returns of the Company and, if consolidated returns do not exist for
all periods, of the Bank, for the years 1991, 1992 and 1993 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,

<PAGE> 117
when such return is filed, and, to the knowledge of the Company and the Bank,
such returns (except for ____________) have not been examined by the Internal
Revenue Service. Except as reflected in Disclosure Schedule 3.11, the Company
and the Bank 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 to the best knowledge of the Company and the
Bank, the Company and the Bank 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 the Company and the Bank) other
than taxes and other charges which (i)(A) are not yet delinquent or (B) are
being contested in good faith or (ii) have not been finally determined. The
amounts set forth as liabilities for taxes on the Financial Statements of the
Company, the Financial Statements of the Bank and the Call Reports of the 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
the Company nor any of its subsidiaries is responsible for the taxes of any
other person other than the Company and its subsidiaries, under treasury
Regulation 1.1502-6 or any similar provision of federal, state or foreign law.

(b) (i) To the best knowledge of the Company and the
Bank, proper and accurate amounts have been withheld by the Company and the
Bank 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 the Company and the Bank for all periods for
which returns were due with respect to income tax withholding, Social Security
and unemployment taxes and (iii) the amounts shown on such returns to be due
and payable have been paid in full or adequate provision therefor has been
included by either the Company or the Bank in the Financial Statements of the
Company or the Financial Statements of the Bank, as the case may be.

Section 3.12 Employee Benefit Plans. (a) Neither the Company nor
the Bank 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) Neither the Company nor the Bank (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) Neither the Company nor the Bank 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 the Company and the Bank, comply in all
material respects with ERISA. Neither the Company nor the Bank has any
material liability under any such plan that is not reflected in the Financial
Statements of the Company, the Financial Statements of the Bank or the Call
Reports of the 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
the Company or the Bank (i) which would result in the imposition, directly or
indirectly, of a material excise tax under Section 4975 of the Code or a
material civil penalty under Section 502(i) of ERISA, or (ii) the correction of
which would have a material adverse effect on the Condition of the Company or
the Bank; and, to the best knowledge of the Company and the Bank 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

<PAGE> 118
ERISA, when determined under actuarial factors that would apply if the plan
terminated in accordance with all applicable legal requirements.

(g) Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (i) result in
any material payment (including, without limitation, severance, unemployment
compensation, golden parachute or otherwise) becoming due to any director or
any officer or employee of the Company or the Bank under any benefit plan or
otherwise, (ii) materially increase any benefits otherwise payable under any
benefit plan or (iii) result in any acceleration of the time of payment or
vesting of any such benefits to any material extent.

Section 3.13 Title and Related Matters. (a) Except as set forth
in Disclosure Schedule 3.13(a), the Company and the Bank 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 as owned by or leased or subleased by or carried under
the name of either of them on the Financial Statements of the Company, the
Financial Statements of the Bank, or the Call Reports of the 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
September 30, 1994), 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 the Company, the Financial
Statements of the Bank, and the Call Reports of the Bank or incurred in the
ordinary course of business after September 30, 1994, (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
the Company on a consolidated basis.

(b) All agreements pursuant to which the Company or the
Bank leases, subleases or licenses material real or material personal
properties from others are valid, binding and enforceable in accordance with
their respective terms, and there is not, under any of such leases or licenses,
any existing default or event of default, or any event which with notice or
lapse of time, or both, would constitute a default or force majeure, or provide
the basis for any other claim of excusable delay or nonperformance, except for
defaults which individually or in the aggregate would not have a material
adverse effect on the Condition of the Company 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 the Company and the Bank are in good
operating condition and repair, subject only to ordinary wear and tear and/or
minor defects which do not interfere with the continued use thereof in the
conduct of normal operations, and (ii) all of the material personal properties
owned, leased or subleased by the Company and the Bank are in good operating
condition and repair, subject only to ordinary wear and tear and/or minor
defects which do not interfere with the continued use thereof in the conduct of
normal operations.

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

(b) Disclosure Schedule 3.14(b) lists or otherwise
describes each and every written or oral lease or sublease under which the
Company or the Bank is the lessee of any real property and which relates in any
manner to the operation of the businesses of the Company or the Bank. All
rentals due under such leases have been paid, and to the best knowledge of the
Company and the Bank, 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 the Company or
the Bank, 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 the Company on a consolidated basis. Except as set forth in
Disclosure Schedule 3.14(b), the Company and the Bank 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. The Company and the
Bank have the right under each such lease and sublease to occupy, use, possess,
and control all property leased or subleased by the Company and the Bank and, as
of the Effective Time of the Merger, shall have the right to transfer each lease
or sublease pursuant to this Agreement.

<PAGE> 119
(c) To the best knowledge of the Company and the Bank,
neither the Company nor the Bank 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 the Company on a consolidated basis.

(d) Except as set forth in Disclosure Schedule 3.14(d),
as to each parcel of real property owned or used by the Company or the Bank,
neither the Company nor the Bank has received notice of any pending or, to the
knowledge of the Company and the Bank, threatened condemnation proceedings,
litigation proceedings or mechanics or materialmen's liens.

Section 3.15 Environmental Matters.

(a) Each of the Company and the Bank, 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 the
Company on a consolidated basis.

(b) There is no litigation pending or, to the knowledge
of the Company and the Bank, threatened before any court, governmental agency
or board or other forum in which the Company or the Bank or any Participation
Facility has been or, with respect to threatened litigation, may be, named as
defendant (i) for alleged noncompliance (including by any predecessor), with
any Environmental Law (as defined below) or (ii) relating to the release into
the environment of any Hazardous Material (as defined below) or oil, whether or
not occurring or on a site owned, leased or operated by the Company or the Bank
or any Participation Facility, except for such litigation pending or threatened
that will not, individually or in the aggregate, have a material adverse effect
on the Condition of the Company on a consolidated basis.

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

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

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

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

<PAGE> 120
(g) "Environmental Law" means any federal, state, local
or foreign law, statute, ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, order, judgment, decree, injunction or
agreement with any regulatory agency relating to (i) the protection,
preservation or restoration of the environment (including, without limitation,
air, water vapor, surface water, groundwater, drinking water supply, surface
soil, subsurface soil, plant and animal life or any other natural resource),
and/or (ii) the use, storage, recycling, treatment, generation, transportation,
processing, handling, labeling, production, release or disposal of any
substance presently listed, defined, designated or classified as hazardous,
toxic, radioactive or dangerous, or otherwise regulated, whether by type or by
substance as a component; "Loan Property" means any property owned by the
Company or the Bank, or in which the Company or the Bank holds a security
interest, and, where required by the context, includes the owner or operator of
such property, but only with respect to such property; "Hazardous Material"
means any pollutant, contaminant, or hazardous substance within the meaning of
the Comprehensive Environmental Response, Compensation, and Liability Act, 42
U.S.C. Section 9601 et seq., or any similar federal, state or local law; and
"Participation Facility" means any facility in which the Company or the Bank
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, neither the Company nor the Bank 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 the Company or the
Bank);

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

(c) Any contract covenants which limit the ability of the
Company or the Bank to compete in any line of business or which involve any
restriction of the geographical area in which the Company or the Bank may carry
on its business (other than as may be required by law or applicable regulatory
authorities);

(d) Any lease (other than real estate leases described on
Disclosure Schedule 3.14(b)) or other agreements or contracts with annual
payments aggregating $5,000 or more; or

(e) Any other contract or agreement which, to the best of
the Company's and the Bank's knowledge, would be required to be disclosed in
reports filed by the Company with any Regulatory Authority and which has not
been so disclosed.

Section 3.17 Regulatory Matters. Neither the Company nor the Bank
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. Neither the Company nor
the Bank 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. The Company and the 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 the Company and the Bank, the
policies of fire, theft, liability and other insurance maintained with respect
to the assets or businesses of the Company and the Bank provide adequate
coverage against loss, and the fidelity bonds in effect as to which the Company
or the Bank is named an insured are sufficient for their purpose. Such
policies of insurance are listed and described in Disclosure Schedule 3.20.

<PAGE> 121
Section 3.21 Labor. No work stoppage involving the Company or the
Bank is pending as of the date hereof or, to the knowledge of the Company and
the Bank, threatened. Neither the Company nor the Bank is involved in, or, to
the knowledge of the Company and the Bank, threatened with or affected by, any
proceeding asserting that the Company or the Bank has committed an unfair labor
practice or any labor dispute, arbitration, lawsuit or administrative
proceeding which might reasonably be expected to have a material adverse effect
on the Condition of the Company on a consolidated basis. No union represents
or claims to represent any employees of the Company or the Bank, and, to the
knowledge of the Company and the Bank, no labor union is attempting to organize
employees of the Company or the Bank.

Section 3.22 Compliance with Laws. To the best knowledge of the
Company and the Bank, each of the Company and the Bank has conducted its
business in accordance with all applicable federal, foreign, state and local
laws, regulations and orders, and to the best knowledge of the Company and the
Bank, 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 the Company on a
consolidated basis. Except as disclosed in Disclosure Schedule 3.22, neither
the Company nor the Bank:

(a) 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 the Company 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 (which notification or communication
currently is in effect) (i) asserting that the
Company or the Bank 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 the
Company on a consolidated basis, (ii) threatening to
revoke any permit, the revocation of which is not
reasonably likely to have a material adverse effect
on the Condition of the Company on a consolidated
basis, (iii) requiring the Company or the Bank to
enter into any cease and desist order, formal
agreement, commitment or memorandum of understanding,
or to adopt any resolutions or similar undertakings,
or (iv) directing, restricting or limiting, or
purporting to direct, restrict or limit in any
manner, the operations of the Company or the Bank
including, without limitation, any restrictions on
the payment of dividends.

Section 3.23 Transactions with Management. Except for (a)
deposits, all of which are on terms and conditions comparable to those made
available to other customers of the Bank at the time such deposits were entered
into, (b) the agreements listed on Disclosure Schedule 3.16, and (c) the items
described on Disclosure Schedule 3.23, there are no contracts with or
commitments to present or former 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
the Company and the Bank, and which is furnished in writing by the Company and
the Bank for inclusion in the Proxy Statement of the Company to be transmitted
the shareholders of the Company in connection with the solicitation of their
approval of this Agreement, will, at the time such Proxy Statement is mailed or
at the time of the meeting of shareholders to which such Proxy Statement
relates, be false or misleading with respect to any material fact, or omit to
state any material fact, necessary in order to make a statement therein not
false or misleading.

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

<PAGE> 122
ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-SUB

SouthTrust and ST-Sub hereby represent and warrant to the Company as
follows as of the date hereof and also on the Effective Time of the Merger
(except as otherwise provided):

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

(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 a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida. 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 Articles of Incorporation and Bylaws of
ST-Sub, as each may be amended to the date hereof, will be made available to
the Company.

(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 September 30, 1994, the
authorized capital stock of SouthTrust consisted of 200,000,000 shares of
common stock, par value $2.50 per share, 81,258,620 shares (which includes the
rights associated with such shares pursuant to that certain Rights Agreement
dated as of February 22, 1989 between SouthTrust and Mellon Bank, N.A.) of
which are issued and outstanding (exclusive of any such shares held in the
treasury of SouthTrust as of the date hereof), and 5,000,000 shares of
preferred stock, par value $1.00 per share, none of which is issued and
outstanding as of the date hereof. All issued and outstanding SouthTrust
Shares have been duly authorized and validly issued, and all such shares are
fully paid and nonassessable.

<PAGE> 123
Section 4.4 Authorization. The execution, delivery, and
performance of this Agreement, and the consummation of the transactions
contemplated hereby and in any related agreements, have been or, as of the
Effective Time of the Merger, will have been duly authorized by the Boards of
Directors of SouthTrust and ST-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 the Company copies of the consolidated financial statements of
SouthTrust as of and for the years ended December 31, 1992 and 1993, and as of
and for the periods ended March 31, 1994, June 30, 1994 and September 30, 1994,
and SouthTrust will make available to the Company, 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 September 30, 1994, 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 September 30, 1994 in the ordinary course of business
consistent with past practices. Since September 30, 1994, 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
September 30, 1994, there has not been any material adverse change in the
Condition of SouthTrust on a consolidated basis, and to the knowledge of
SouthTrust, no fact or condition exists which might reasonably be expected to
cause such a material adverse change in the future.

Section 4.7 Legal Proceedings, Etc. Except as set forth on
Disclosure Schedule 4.7 hereto, SouthTrust is not a party to any, and there are
no pending, or, to the knowledge of SouthTrust, threatened, legal,

<PAGE> 124
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 Consents
of the Regulatory Authorities; (ii) approval of this Agreement by the
respective shareholders of ST-Sub and the Company; (iii) filing of Articles of
Merger with the State of Florida; and (iv) as previously disclosed, no consents
or approvals by, or filings or registrations with, any third party or any
public body, agency or authority are necessary in connection with the execution
and delivery by SouthTrust and ST-Sub or, to the knowledge of SouthTrust, by
the Company 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.

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 the Company 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 the Company 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.

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of the Company. (a) During
the period from the date of this Agreement to the Effective Time of the Merger,
the Company shall, and shall cause the Bank 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 of the Company 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, the
Company shall not, and it shall not permit the Bank, without the prior

<PAGE> 125
written consent of SouthTrust, which, in the case of Sections 5.1(b)(iii),
5.1(b)(iv), 5.1(b)(vii) and 5.1(b)(viii), will not be withheld unreasonably,
to:

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

(ii) change the number of shares of the authorized, issued or
outstanding capital stock of the Company, 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
the Company, declare, set aside or pay any dividend or other
distribution with respect to the outstanding capital stock of
the Company, except that the Company may declare and pay
quarterly or other periodic cash dividends with respect to its
outstanding capital stock that are no greater, in the
aggregate, than the cash dividends declared and paid with
respect to such Common Stock during the preceding fiscal year
of the Company, the amount of which is set forth in Disclosure
Schedule 5.1(b)(ii) hereof;

(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 September 30, 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) except as otherwise set forth and described in Disclosure
Schedule 5.1(b)(v), sell, transfer, convey or otherwise
dispose of any real property (including "other real estate
owned") or interest therein having a book value in excess of
or in exchange for consideration in excess of $25,000;

(vi) pay any bonuses to any executive officer, except for bonuses
payable on June 30, 1995 for the year ended December 31, 1994
which, in the aggregate, shall not exceed $38,000, and except
pursuant to the terms of an enforceable written employment
agreement;

(vii) 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;

(viii) enter into or extend any agreement, lease or license relating
to real property, personal property, data processing or
bankcard functions relating to the Company or the Bank that
involves an aggregate of $50,000; or

(ix) 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

<PAGE> 126
connection with (A) any internal reorganization or
consolidation involving existing subsidiaries of the Company
or the 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. (a) 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, the Company 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 the Company. Such representatives shall be
designated in writing by the Company and SouthTrust following the execution of
this Agreement, and to the extent practicable, any communication pursuant to
this Section 5.2 shall be effected through such representatives or their
designees. The Company will promptly notify SouthTrust of any material change
in the normal course of business or the operations or the properties of the
Company or the Bank, any governmental complaints, investigations or hearings
(or communications indicating that the same may be contemplated) affecting the
Company or the Bank, the institution or the threat of material litigation,
claims, threats or causes of action involving the Company or the Bank, and will
keep SouthTrust fully informed of such events. The Company will furnish to
SouthTrust, promptly after the preparation and/or receipt by the Company
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 the Company, the Financial
Statements of the Bank and the Call Reports of the Bank.

(b) 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, the Company and its designated representatives shall be
permitted to make such investigation of SouthTrust's financial business and
legal affairs as is customary in transactions of the size and structure
contemplated by this Agreement.

Section 5.3 Access to Properties; Personnel and Records. (a) So
long as this Agreement shall remain in effect, the Company and the Bank, shall
permit SouthTrust or its agents full access, during normal business hours, to
the properties of the Company and the Bank, and shall disclose and make
available (together with the right to copy) to SouthTrust and to its internal
auditors, loan review officers, attorneys, accountants and other
representatives, all books, papers and records relating to the assets, stock,
properties, operations, obligations and liabilities of the Company or the Bank,
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 the Company and the
Bank shall use their reasonable best efforts to provide SouthTrust and its
representatives access to the work papers of the Company's and the Bank's
accountants. The Company and the Bank shall not be required to provide access
to or to disclose information where such access or disclosure would violate or
prejudice the rights of any customer, would contravene any law, rule,
regulation, order or judgment or would violate any confidentiality agreement;
provided that the Company and the Bank shall cooperate with SouthTrust in
seeking to obtain Consents from appropriate parties under whose rights or
authority access is otherwise restricted. The foregoing rights granted to
SouthTrust shall not, whether or not and regardless of the extent to which the
same are exercised, affect the representations and warranties made in this
Agreement by the Company or the Bank.

(b) All information furnished by the parties hereto
pursuant to this Agreement shall be treated as the sole property of the party
providing such information until the consummation of the Merger contemplated
hereby and, if such transaction shall not occur, the party receiving the
information shall return to the party which furnished such information, all
documents or other materials containing, reflecting or referring to such
information, shall use its best efforts to keep confidential all such
information, and shall not directly or indirectly use such information for any
competitive or other commercial purposes. The obligation to keep such
information confidential shall continue for five (5) 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

<PAGE> 127
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 the Company Shareholders. The Company
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. A
majority of the Board of Directors of the Company will recommend to its
shareholders the approval of this Agreement and the transactions contemplated
hereby, unless, after consultation with counsel, the Board of Directors
determines in good faith that it would violate its fiduciary duties to make
such recommendation, and subject to the foregoing, the Company 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. The Company, 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 the Company or the Bank, to
solicit or encourage, including by way of furnishing information, any inquiries
or the making of any proposal which may reasonably be expected to lead to any
takeover proposal with respect to the Company or the Bank, except that the
Board of Directors of the Company may furnish information and engage in
discussions with any person making a "takeover proposal" if, after consultation
with counsel, the Board of Directors determines in good faith that it would
violate its fiduciary duties to act otherwise. The Company shall promptly
advise SouthTrust orally and in writing of any such inquiries or proposals
received by the Company or the Bank after the date hereof. As used in this
Section 5.5, "takeover proposal" shall mean any proposal for a merger or other
business combination involving the Company or the Bank or for the acquisition
of a significant equity interest in the Company or the Bank or for the
acquisition of a significant portion of the assets of the Company or the Bank,
or any proposal or action in contemplation thereof.

Section 5.6 Notice of Deadlines. The Company 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 the Company or the
Bank is a party, at least ten (10) days prior to such deadline.

Section 5.7 Affiliates. At least forty-five (45) days prior to
the Effective Time of the Merger, the Company shall deliver to SouthTrust a
letter identifying all persons who are, at the time this Agreement is submitted
for approval to the shareholders of the Company, "affiliates" of the Company
for purposes of Rule 145 under the Securities Act of 1933. The Company shall
use its reasonable efforts to cause each person who is identified as an
"affiliate" in the letter referred to above to deliver to SouthTrust not later
than forty-five (45) days prior to the Effective Time of the Merger, a written
agreement, which shall set forth each affiliates' agreement not to sell any
Company Shares for at least thirty (30) days prior to the Effective Time of the
Merger, and not to sell any SouthTrust Shares received hereunder until such
time as the financial results covering at least thirty (30) days of combined
operations of SouthTrust and the Company 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 the Company in exchange for
Company Shares shall not be transferable until such time as the financial
results covering at least thirty (30) days of combined operations of SouthTrust
and the Company 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.

<PAGE> 128
Section 5.8 Maintenance of Properties. The Company and the Bank
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,
the Company will, at SouthTrust's own expense, with respect to each parcel of
real property that the Company or the Bank owns, leases or subleases, procure
and deliver to SouthTrust, at least thirty (30) days prior to the Effective
Time of the Merger, an 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, the
Company will, at SouthTrust's own expense, with respect to each parcel of real
property that the Company or the Bank owns, leases or subleases, procure and
deliver to SouthTrust, at least thirty (30) days prior to the Effective Time of
the Merger, owner's title insurance issued in such amounts 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, with respect
to each parcel of real property as to which a title insurance policy is to be
procured pursuant to Section 5.10, the Company, at SouthTrust's own expense,
will procure and deliver to SouthTrust at least thirty (30) days prior to the
Effective Time of the Merger, a survey of such real property, which survey
shall be reasonably acceptable to and shall be prepared by a licensed surveyor
reasonably acceptable to SouthTrust, disclosing the locations of all
improvements, easements, sidewalks, roadways, utility lines and other matters
customarily shown on such surveys and showing access affirmatively to public
streets and roads and providing the legal description of the property in a form
suitable for recording and insuring the title thereof (the "Survey"). The
Survey shall not disclose any survey defect or encroachment from or onto such
real property that has not been cured or insured over prior to the Effective
Time of the Merger.

Section 5.12 Compliance Matters. Prior to the Effective Time of
the Merger, the Company shall take, or cause to be taken, all steps reasonably
requested by SouthTrust to cure any deficiencies in regulatory compliance by
the Company or the Bank, including compliance with Regulations Z and CC of the
FRB), if, in the reasonable judgment of SouthTrust, such deficiencies, if not
cured, are likely to result in a monetary penalty being imposed by any
Regulatory Authority upon the Company, the Bank, SouthTrust or ST-Sub or are
likely to result in monetary damages being assessed against the Company, the
Bank, SouthTrust or ST-Sub; provided that neither SouthTrust nor ST-Sub shall
be responsible for discovering or have any obligation to disclose the existence
of such defects to the Company 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, the Company will use its best efforts to take all
steps required to exempt the transactions contemplated by this Agreement from
any applicable state anti-takeover law.

Section 5.14 Subsidiary Merger Agreement. Prior to the effective
time of the Merger, ST-Bank and the Bank shall have executed and delivered the
Subsidiary Merger Agreement substantially in the form annexed hereto as Exhibit
5.14. The Company agrees that it shall vote by action by written consent or as
otherwise required the shares of capital stock of the Bank held by the Company
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.

<PAGE> 129
Section 6.2 Regulatory Matters. (a) Following the execution and
delivery of this Agreement, SouthTrust and the Company 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 the Company. 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) SouthTrust and ST-Bank hereby
agree that, subject to the employee and personnel policies of SouthTrust and
the Bank, ST-Bank will offer employment with ST-Bank to such of the employees
of the Bank (immediately prior to the Effective Time of the Merger) as ST-Bank
deems desirable, and with respect to such employees of the Bank who are
employed by ST-Bank to fill a position with ST-Bank comparable to the position
they held with the Bank, such employees shall receive compensation at a rate
comparable to the compensation paid to them by the Bank immediately prior to
the Effective Time of the Merger and such employees shall be entitled to
severance benefits in accordance with the severance policy of SouthTrust and
the Bank. In addition, SouthTrust and ST-Bank shall pay severance pay, in
accordance with the severance policy of SouthTrust and ST-Bank, to the
employees of the Bank to whom it does not extend an offer of employment
pursuant to the preceding sentence. Except as set forth in the preceding
sentence, 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 the Company or the Bank or an
obligation on the part of SouthTrust or any of its affiliates to employ any
such officers or employees.

(b) The parties agree that appropriate steps shall be
taken to terminate all employee benefit plans of the Company other than the
Company's and the Bank's Employee Stock Ownership Plan (the "Company's ESOP"),
as of the Effective Time of the Merger or as promptly as practicable
thereafter. Following the termination of all such plans (other than the
Company's ESOP), and subject to Section 6.3(c) hereof, SouthTrust agrees that
the officers and employees of the Company 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 the Company'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 the Company or the Bank prior to the Effective Time of
the Merger ("Past Service Credit") shall be given by
SouthTrust to employees for purposes of:

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

<PAGE> 130
(2) establishing eligibility for
participation in and vesting under SouthTrust's
employee benefit plans (including welfare and fringe
benefit plans), and for purposes of determining the
scheduling of vacations and other determinations
which are made based on length of service; provided,
however, notwithstanding anything contained in this
Agreement to the contrary, past service credit shall
not be given to any such employee for purposes of
establishing eligibility for participation in the
1990 Discounted Stock Plan of SouthTrust.

(c) The parties further agree that the Company's ESOP will be
terminated effective as of the Effective Time of the Merger, or, if so elected
by SouthTrust, at such later date as SouthTrust or ST-Sub shall determine.
From and after the termination of the Company's ESOP for purposes of
determining eligibility to participate in, and vesting in accrued benefits
under the SouthTrust Corporation Revised Retirement Income Plan (the "ST
Retirement Plan"), employment by the Company 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) The Company 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 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 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 the Company 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 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 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 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.

(c) SouthTrust shall ensure that all rights to
indemnification and all limitations and liabilities existing in favor of the
officers, directors or employees of the Company and the Bank, as provided in
the Articles of Incorporation and Bylaws of the Company and the Bank as in
effect as of the date hereof, with respect to claims or liabilities arising
from facts or events existing or occurring prior to the Effective Time of the
Merger shall survive the transactions contemplated by this Agreement and shall
continue in full force and effect, without any amendment thereto, for a period
of not less than four years from the Effective Time of the Merger.

(d) From and after the Effective Time of the Merger, the
directors, officers and employees of the Company and the Bank, except for the
indemnification rights set forth in Section 6.4(b) and 6.4(c) above, shall have
indemnification rights having prospective application only. These prospective
indemnification rights shall consist of such rights to which directors,
officers and employees of subsidiaries of SouthTrust would be entitled under
the Certificate or Articles of Incorporation and Bylaws of the particular
subsidiary for which they are serving as officers, directors or employees, the
Restated Certificate of Incorporation and Bylaws of SouthTrust and such
directors and officers liability insurance coverage as SouthTrust may then make
available to officers, directors and employees of banking subsidiaries of
SouthTrust.

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

<PAGE> 131
its designated representatives to confer on a regular and frequent basis with
the Company 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 the
Company's shareholders to be held for the purpose of having such shareholders
vote upon the approval of this Agreement. The Company will furnish to
SouthTrust the information required to be included in the Registration
Statement with respect to its business and affairs before it is filed with the
SEC and again before any amendments are filed. SouthTrust shall take all
actions required to qualify or obtain exemptions from such qualifications for
the SouthTrust Shares to be issued in connection with the transactions
contemplated by this Agreement under applicable state blue sky securities laws,
as appropriate.

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

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

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The obligations of SouthTrust and ST-Sub, on the one hand, and the
Company, 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 the Company 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 the Company,
based upon advice of counsel, would have a material adverse effect with respect
to the interests of SouthTrust or the Company, 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.

Section 7.5 Execution of Subsidiary Merger Agreement. A
definitive Subsidiary Merger Agreement between the Bank and ST-Bank relating to
the Bank Merger shall have been executed and delivered.

<PAGE> 132
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 the Company 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. The Company 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.
The Company shall have delivered to SouthTrust and ST-Sub a certificate dated
as of the Closing Date as to the satisfaction of the matters described in
Sections 8.1 and 8.2 hereof, and such certificate shall be deemed to constitute
additional representations, warranties, covenants, and agreements of the
Company under Article III of this Agreement.

Section 8.4 Absence of Adverse Facts. There shall have been no
determination by SouthTrust that any fact, event or condition exists or has
occurred that, in the judgment of SouthTrust, (a) would have a material adverse
effect on, or which may be foreseen to have a material adverse effect on, the
Condition of the Company on a consolidated basis or the consummation of the
transactions contemplated by this Agreement, (b) would be of such significance
with respect to the business or economic benefits expected to be obtained by
SouthTrust pursuant to this Agreement as to render inadvisable the consummation
of the transactions pursuant to this Agreement, (c) would be materially adverse
to the interests of SouthTrust on a consolidated basis or (d) would render the
Merger or the other transactions contemplated by this Agreement impractical
because of any state of war, national emergency, banking moratorium or general
suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other
national securities exchange.

Section 8.5 Opinion of Counsel. SouthTrust shall have received
an opinion of counsel from Branch, Pike & Ganz, in substantially the form set
forth in Exhibit 8.5 hereof, and with respect to matters of Florida law,
Branch, Pike & Ganz may rely upon an opinion of Florida counsel acceptable to
Branch, Pike & Ganz and SouthTrust.

Section 8.6 Consents Under Agreements. The Company 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 the Company 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 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 the
Company 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 the Company 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 bank holding companies under
similar circumstances.

<PAGE> 133
Section 8.8 Matters Relating to Employment Agreements. Subject
to Section 8.9 hereof, all employment agreements between the Company or the
Bank, 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 Matters Relating to the Executive Supplemental Income
and Other Agreements. That certain Executive Supplemental Income Agreement
dated July 12, 1994, by and between the Company and the Bank and Marland D.
Wordell (the "Supplemental Income Agreement") shall have been amended and
revised, substantially in the form set forth in Disclosure Schedule 8.9 annexed
hereto (the "Replacement Supplemental Agreement"), and Mr. Wordell and the
Company and the Bank shall have executed and delivered the Replacement
Supplemental Agreement; and that certain Salary Continuation Agreement between
the Bank and Alex Clemmons shall have been assumed by ST-Bank and an instrument
to that effect shall have been executed by ST-Bank.

Section 8.10 Outstanding Shares of the Company. The total number
of Company Shares outstanding as of the Effective Time of the Merger and the
total number of Company Shares covered by any option, warrant, commitment, or
other right or instrument to purchase or acquire any Company Shares that are
outstanding as of the Effective Time of the Merger, including any securities or
rights convertible into or exchangeable for Company Shares, shall not exceed
80,000 shares in the aggregate.

Section 8.11 Dissenters. The holders of not more than six percent
(6%) of the outstanding Company Shares shall have elected to exercise their
right to dissent from the Merger and demand payment in cash for the fair or
appraised value of their shares.

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

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF THE COMPANY

The obligation of the Company 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 set forth in this Agreement or 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 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 SouthTrust and ST-Sub a
certificate dated as of the Effective Time of the Merger as to the satisfaction
of the matters described in Sections 9.1 and 9.2 hereof, and such certificate
shall be deemed to constitute additional representations, warranties,
covenants, and agreements of SouthTrust and ST-Sub under Article IV of this
Agreement.

Section 9.4 Absence of Adverse Facts. There shall have been no
determination by the Company that any fact, event or condition exists or has
occurred that, in the judgment of the Company, (a) would have a material
adverse effect on, or which may be foreseen to have a material adverse effect
on, the Condition of SouthTrust on a consolidated basis or the consummation of
the transactions contemplated by this Agreement, or (b) would render the Merger
or the other transactions contemplated by this Agreement impractical because of
any state of war,

<PAGE> 134
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 under any loan or
credit agreement, note, mortgage, indenture, lease, license or other agreement
or instrument, except those for which failure to obtain such consents and
approvals would not, in the judgment of the Company, individually or in the
aggregate, have a material adverse effect upon the consummation of the
transactions contemplated hereby.

Section 9.6 Assumption of Replacement Supplemental Agreement.
ST-Sub and ST-Bank shall have assumed the obligations of the Company and the
Bank pursuant to the Replacement Supplemental Agreement.

Section 9.7 Opinion of Counsel. The Company 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 9.7 hereof.

Section 9.8 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 9.9 Tax Opinion. The Company shall have received an
opinion of Bradley, Arant, Rose & White, on or before the date on which the
Proxy Statement of the Company is to be mailed to holders of Company 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 the Company to the extent that they receive
SouthTrust Shares in exchange for their Company Shares in the Merger.

Section 9.10 Fairness Opinion. The Board of Directors of Company
shall have received a letter from an investment banking or advisory firm
acceptable to the Company (the "Fairness Opinion") dated prior to or as of the
date hereof relating to the transactions contemplated herein and stating that
the Merger is fair, from a financial point of view, to the shareholders of the
Company, and the Fairness Opinion shall be reconfirmed as of a date not more
than five (5) business days prior to the date that the Proxy Statement is
delivered to the shareholders of the Company in connection with any meeting of
the shareholders of the Company to approve the Merger, and the Fairness Opinion
shall not have been withdrawn prior to or as of the Effective Time of the
Merger.

Section 9.11 Special Termination Right. The Company shall not
have elected, if applicable, its Special Termination Right as set forth in
Section 2.1 hereof.

Section 9.12 Price Condition. The last sales price of the
SouthTrust Shares to be issued hereunder as reported by NASDAQ for the last
trading day immediately preceding the Effective Time of the Merger shall not be
less than $18.25 per share.

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 the
Company; or

(b) by SouthTrust or the Company 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 the Company (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;

<PAGE> 135
(d) by SouthTrust if: (i) SouthTrust shall have
determined that any fact, event or condition exists that, in the judgment of
SouthTrust, (A) is materially at variance with any warranty or representation
of the Company or the Bank set forth in the Agreement or is a material breach
of any covenant or agreement of the Company or the Bank 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 the Company 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, (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 the Company if (i) the Company shall have
determined that any fact, event or condition exists that, in the judgment of
the Company, (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) the Company shall have
determined that any fact, event or condition exists that, in the judgment of
the Company, 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;

(f) by Company if it elects to exercise its Special
Termination Right under the terms and conditions set forth in Section 2.1(b)
above; and

(g) by the Company if the last sales price of the
SouthTrust Shares to be issued hereunder, as reported by NASDAQ for the last
trading day immediately preceding the Effective Time of the Merger, is less
than $18.25 per share.

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

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

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

Section 10.5 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 the Company, on the other hand, shall have the right to waive any default
in the performance of any term of this Agreement by the other, to waive or
extend the time for the compliance or fulfillment by the other of any and all
of the other's obligations under this Agreement and to waive any or all of the
conditions to its obligations under this Agreement, except any condition,
which, if not satisfied, would result in the violation of any law or any
applicable governmental regulation.

Section 10.6 Non-Survival of Representations and Warranties. No
representations, warranties, covenants or agreements in this Agreement or in
any instrument delivered by SouthTrust, ST-Sub or the Company

<PAGE> 136
shall survive the Merger; provided, however, that any representation or
warranty in any agreement, contract, report, opinion, undertaking or other
document or instrument delivered hereunder in whole or in part by any person
other than SouthTrust, ST-Sub, the Company or the 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, the Company or the Bank contained herein shall
be deemed to be terminated or extinguished so as to deprive SouthTrust or
ST-Sub, on the one hand, and the Company or the 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, the Company or the Bank and/or its representatives knew or
should have known that any such representation or warranty was, is, might be or
might have been inaccurate in any respect.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement. This Agreement and the documents
referred to herein contain the entire agreement among SouthTrust, ST-Sub and
the Company 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 October 11, 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. Except as otherwise expressly provided in this
Agreement, 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:

If to the Company:

FBC Holding Company, Inc.
361 North Main Street
Crestview, Florida 32536-3592
Attention: Mr. Marland D. Wordell
Fax (______) _____________________________

with a copy to:

Branch, Pike & Ganz
Two Mid-Town Plaza
1360 Peachtree Street, N.E.
15th Floor
Atlanta, Georgia 30309-3209
Attention: Stanley H. Pollock, Esq.
Fax: (404) 888-7490

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

<PAGE> 137
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 the Company
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; provided, however, that if SouthTrust terminates this
Agreement, or otherwise fails to consummate the transactions contemplated
hereby, and the condition or provision set forth in Sections 8.4(b) or
10.1(d)(D) of this Agreement has been breached or has not been satisfied or
fulfilled, and provided, further, that SouthTrust is not entitled to terminate
this Agreement, or to fail to consummate the transactions contemplated hereby,
because of the breach or failure of any other condition or provision of this
Agreement, then SouthTrust shall bear 50% of the out-of-pocket expenses of the
Company incurred in connection with the transactions contemplated by this
Agreement, except that the aggregate amount of such out-of-pocket expenses of
the Company for which SouthTrust shall be responsible shall be limited to
$35,000.

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

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

Section 11.7 Governing Law. This Agreement is made and shall be
governed by and construed in accordance with the laws of the State of Florida
without respect to its conflicts of laws principles.

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

<PAGE> 138
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.

<PAGE> 139
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered, and their respective seals hereunto affixed, by
their officers thereunto duly authorized, and have caused this Agreement to be
dated as of the date and year first above written.

[CORPORATE SEAL]
FBC HOLDING COMPANY, INC.

By: /s/ MARLAND D. WORDELL
---------------------------------------
ATTEST: Its President and
Chairman of the Board
PATSY MADDEN
-----------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST OF FLORIDA, INC.

By: /s/ ALTON E. YOTHER
---------------------------------------
ATTEST: Its Senior Vice President

A.D. BARNARD
-----------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST CORPORATION

By: /s/ ALTON E. YOTHER
---------------------------------------
ATTEST: Its Senior Vice President

A.D. BARNARD
-----------------------------
Its Secretary

<PAGE> 140
AGREEMENT AND PLAN OF MERGER
OF FBC HOLDING COMPANY, INC.
WITH SOUTHTRUST OF FLORIDA, INC.

LIST OF SCHEDULES
AND EXHIBITS

________________________________________________________

Disclosure Schedule 3.1(d) Stock Ownership by Bank
Disclosure Schedule 3.4 Loan Portfolio
Disclosure Schedule 3.5 Classified Loans; Loans to Officers,
Directors or Affiliates
Disclosure Schedule 3.7 Consents
Disclosure Schedule 3.10 Company Legal Proceedings
Disclosure Schedule 3.11 Tax Matters
Disclosure Schedule 3.12(a) Employee Benefit Plans
Disclosure Schedule 3.13(a) Title Matters
Disclosure Schedule 3.14(a) Legal Descriptions of Real Property
Disclosure Schedule 3.14(b) Real Property Leases
Disclosure Schedule 3.14(d) Real Property Litigation
Disclosure Schedule 3.15 Environmental
Disclosure Schedule 3.16 Material Contracts
Disclosure Schedule 3.20 Insurance Policies
Disclosure Schedule 3.22 Compliance with Laws
Disclosure Schedule 3.23 Transactions with Management
Disclosure Schedule 4.4 Defaults Under Agreements
Disclosure Schedule 4.7 SouthTrust Legal Proceedings
Disclosure Schedule 5.1(b) Exceptions to Covenants and Agreements
Disclosure Schedule 8.9 Replacement Supplemental Agreement
Exhibit 5.14 Subsidiary Merger Agreement
Exhibit 8.5 Opinion of Counsel to Company
Exhibit 9.7 Opinion of Counsel to SouthTrust

33
<PAGE> 141

EXHIBIT B

SUBSIDIARY AGREEMENT AND
PLAN OF MERGER

This SUBSIDIARY AGREEMENT AND PLAN OF MERGER (the
"Agreement"), dated as of the 14th day of March 1995, is between SOUTHTRUST
BANK OF NORTHWEST FLORIDA, a Florida state banking corporation ("ST-Bank") and
wholly-owned subsidiary of SOUTHTRUST OF FLORIDA, INC., a Florida corporation
("ST-Sub"), which in turn is a wholly-owned subsidiary of SOUTHTRUST
CORPORATION, a Delaware corporation ("SouthTrust"), and FIRST BANK OF
CRESTVIEW, a Florida state banking corporation (the "Bank") and wholly-owned
subsidiary of FBC HOLDING COMPANY, INC., a Florida corporation and registered
bank holding company (the "Company").

W I T N E S S E T H:

WHEREAS, the Company, ST-Sub and SouthTrust have previously
entered into that certain Agreement and Plan of Merger dated as of February 17,
1995 (the "Parent Merger Agreement"), pursuant to which the Company will merge
with and into ST-Sub (the "Parent Merger");

WHEREAS, the Boards of Directors of ST-Bank and the Bank have
approved, and deem it advisable to consummate, the transactions provided for
herein pursuant to which the Bank will merge with and into ST-Bank, subject to
and immediately following the consummation of the Parent Merger; and

WHEREAS, the parties to this Agreement contemplate that the
transactions set forth herein shall qualify pursuant to Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement
constitutes a plan of reorganization pursuant to Section 368 of the Code.

NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements set forth herein and in the Parent Merger
Agreement, the parties hereto agree as follows:

ARTICLE I

THE MERGER

1.1 Merger. (a) Subject to the provisions hereof, the
Bank shall be merged with and into ST-Bank (the "Merger") under the charter of
ST-Bank, and ST-Bank shall be the surviving bank (sometimes hereinafter
referred to as the "Surviving Bank" when reference is made to it after the
Effective Time of the Merger (as defined below)). The name of the Surviving
Bank shall be SouthTrust Bank of Northwest Florida, a Florida state banking
corporation, and the business of the Surviving Bank shall be that of a state
banking corporation. This business shall be conducted by the Surviving Bank at
its main office, which shall be located in Marianna, Florida and at its legally
established branches. The address of the main office and of such branches
existing as of the Effective Time of the Merger is set forth in Annex A hereto.

(b) The Merger shall occur immediately following
the consummation of the Parent Merger (the "Effective Time of the Merger"), or
at such other date and time as the Bank and ST-Bank may mutually designate.

1.2 Effect of Merger. At the Effective Time of the
Merger, the Bank shall be merged with and into ST-Bank and the separate
existence of the Bank shall cease. All of the shares of capital stock of the
Bank issued and outstanding as of the Effective Time of the Merger, and all
rights in respect thereof, shall be canceled. The shares of capital stock of
ST-Bank outstanding immediately prior to consummation of the Merger shall
constitute the only outstanding shares of capital stock of the Surviving Bank
following consummation of the Merger.

B-1
<PAGE> 142

1.3 Conveyance. All assets of ST-Bank and the Bank as
they exist at the Effective Time of the Merger shall pass to and vest in the
Surviving Bank without any conveyance or other transfer. The Surviving Bank
shall be responsible for all the liabilities of every kind and description of
each of the Bank and ST-Bank existing as of the Effective Time of the Merger.

1.4 Board of Directors; Charter; Bylaws. The present
Board of Directors of ST-Bank shall continue to serve as the Board of Directors
of the Surviving Bank until the next annual meeting or until such time as their
successors have been elected and have qualified. The number, names and
residence addresses, and the terms of the members of the Board of Directors,
are set forth in Annex B hereto. At the Effective Time of the Merger, the
Charter and the Bylaws of the Surviving Bank shall be the Charter and Bylaws of
ST-Bank as in effect immediately prior to the Merger.

ARTICLE II

CAPITALIZATION

2.1 Capitalization of ST-Bank and the Bank. As of
December 31, 1994, ST-Bank had total capital of $19,471,000 divided into 70,300
shares of common stock, each of $10.00 par value, undivided profits of
$14,814,000, capital surplus of $4,217,000 and unrealized gains and losses on
securities of $<262,000>. As of December 31, 1994, the Bank had total capital
of $4,488,000 divided into 80,000 shares of common stock, each of $5.00 par
value, undivided profits of $2,433,000, capital surplus of $2,400,000 and
unrealized gains and losses on securities of $<745,000>.

2.2 Capitalization of the Surviving Bank. The amount of
capital stock of the Surviving Bank shall be $703,000 divided into 70,300
shares of common stock, each of $10.00 par value, and at the Effective Time of
the Merger, the Surviving Bank shall have surplus of $7,017,000 and undivided
profits and a reserve for unrealized gains and losses on securities which
combined with the capital and surplus will be equal to the combined capital
structures of the Bank and ST-Bank as stated in Section 2.1 hereof, adjusted
however, for the normal earnings and expenses, between December 31, 1994 and
the Effective Time of the Merger.

ARTICLE III

COVENANTS

3.1 Covenants of ST-Bank and the Bank. During the period
from the date of this Agreement and continuing until the Effective Time of the
Merger, each of the parties hereto agrees to observe and perform all agreements
and covenants in the Parent Merger Agreement that pertain or are applicable to
ST-Bank and the Bank, respectively. Each of the parties hereto agrees to use
all reasonable efforts to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by this Agreement, subject to and in accordance with the
applicable provisions of the Parent Merger Agreement.

ARTICLE IV

CONDITIONS PRECEDENT

4.1 Conditions to Each Party's Obligation to Effect the
Merger. The respective obligations of each party to effect the Merger shall be
subject to the satisfaction prior to the Effective Time of the Merger of the
following conditions:

(a) Effective Time of the Parent Merger. The
Effective Time (as defined in the Parent Merger Agreement) of the Parent Merger
shall have occurred.

B-2
<PAGE> 143

(b) No Injunctions or Restraints; Illegality. No
temporary restraining order, preliminary or permanent injunction or other order
issued by any court of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Merger shall be in effect.
There shall not be any action taken, or any statute, rule, regulation or order
enacted, enforced or deemed applicable to the Merger, which makes the
consummation of the Merger illegal as of the Effective Time of the Merger.

(c) Shareholder Approval. The sole shareholder
of the Bank and the sole shareholder of ST-Bank each shall have voted
affirmatively to approve the Merger by a vote of not less than a majority of
the outstanding voting stock of the Bank and ST-Bank, respectively.

(d) Other Approvals. All requisite regulatory
approvals relating to the Merger shall have been obtained and continue to be in
full force and effect, and all waiting and notice periods under applicable law
shall have expired.

ARTICLE V

TERMINATION AND AMENDMENT

5.1 Termination. This Agreement shall be terminated
immediately and without any action on the part of ST-Bank or the Bank upon any
termination of the Parent Merger Agreement.

5.2 Effect of Termination. In the event of termination
of this Agreement as provided in Section 5.1 hereof, this Agreement shall
forthwith become void and there shall be no liability or obligation on the part
of ST-Bank or the Bank or their respective officers or directors.

5.3 Amendment. This Agreement may be amended by the
parties hereto, by action taken or authorized by their respective Boards of
Directors. This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto.

ARTICLE VI

GENERAL PROVISIONS

6.1 Nonsurvival of Agreements. None of the agreements in
this Agreement or in any instrument delivered pursuant to this Agreement shall
survive the Effective Time of the Merger.

6.2 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered
personally, telecopied (with confirmation) or mailed by registered or certified
mail (return receipt requested) to ST-Bank or the Bank, respectively, at the
addresses for notices to ST-Sub or the Company, respectively, as set forth in
the Parent Merger Agreement, with copies to the persons referred to therein.

6.3 Interpretation. When a reference is made in this
Agreement to Sections, such reference shall be to a Section of this Agreement
unless otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

6.4 Counterparts. This Agreement may be executed in two
counterparts, both of which shall be considered one and the same agreement and
shall become effective when both counterparts have been signed by each of the
parties and delivered to the other party, it being understood that both parties
need not sign the same counterpart.

6.5 Entire Agreement. Except as otherwise set forth in
the Consolidation Agreement, this Agreement (including the documents and the
instruments referred to herein) constitutes the entire agreement and

B-3
<PAGE> 144

supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof. This Agreement
shall be subject to the terms and conditions of the Parent Merger Agreement.

6.6 Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other party.

B-4
<PAGE> 145

IN WITNESS WHEREOF, the signatures and seals of ST-Bank and
the Bank this 14th day of March 1995, each set by its president or a vice
president and attested to by its cashier or secretary, pursuant to a resolution
of its board of directors, acting by a majority, and witness the signature of a
majority of each of the board of directors:

FIRST BANK OF CRESTVIEW

By
------------------------------------------
Its
---------------------------------------

ATTEST:

By
-------------------------------
Its
----------------------------

(Seal of Bank)

Directors of
FIRST BANK OF CRESTVIEW

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

B-5
<PAGE> 146

SOUTHTRUST BANK OF NORTHWEST
FLORIDA

By
------------------------------------------
Its
---------------------------------------

ATTEST:

By
-------------------------------
Its
----------------------------

(Seal of Bank)

Directors of
SOUTHTRUST BANK OF NORTHWEST
FLORIDA

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

B-6
<PAGE> 147

STATE OF )
----------- ) SS:

COUNTY OF )
-----------

On this _____ day of ______________, 1995, before me, a notary
public for this state and county, personally came ___________________, as
__________ and _______________________, as _____________ of SouthTrust Bank of
Northwest Florida, and each in his/her said capacity acknowledged this
instrument to be the act and deed of the association and the seal affixed to it
to be its seal; and also came _______________________________________________
being a majority of the board of directors of SouthTrust Bank of Northwest
Florida, and each of them acknowledged this instrument to be the act and deed
of the association and of himself/herself as director of it.

WITNESS my official seal and signature this day and year.

-------------------------------------------
(Seal of Notary) Notary Public
My commission expires
---------------------

STATE OF )
----------- ) SS:

COUNTY OF )
-----------

On this ______ day of ______________, 1995, before me, a
notary public for this state and county, personally came ___________________,
as ________________, and ____________________, as ______________, of First Bank
of Crestview, and each in his/her said capacity acknowledged this instrument to
be the act and deed of the bank and the seal affixed to it to be its seal; and
also came ___________________________________________________ being a majority
of the board of directors of First Bank of Crestview and each of them
acknowledged this instrument to be the act and deed of the bank and of
himself/herself as a director.

WITNESS my official seal and signature this day and year.

-------------------------------------------
(Seal of Notary) Notary Public
My commission expires
---------------------

B-7
<PAGE> 148

ANNEX A

<TABLE>
<S> <C>
Address of Main Office:
----------------------

4393 Lafayette Street
P. O. Drawer 819
Marianna, Florida 32446

Addresses of Branch Offices:
---------------------------

Sneads Branch Cordova Branch
Highway 90 4710 Bayou Boulevard
P. O. Box 739 Pensacola, Florida 32503
Sneads, Florida 32460

Cottondale Branch University Branch
3158 Main Street 8201 North Davis Highway
P. O. Box 550 Pensacola, Florida 32414
Cottondale, Florida 32431

Oak Station Branch Crestview Branch
4719 Highway 90 361 North Main
Marianna, Florida 32446 Crestview, Florida 32536

Panama City Branch Court Plaza Branch
112 West 23rd Street 2201 South Ferdon Boulevard
P. O. Caller Box 2875 Crestview, Florida 32536
Panama City, Florida 32402-2875

Chipley Branch Pensacola Branch
117 North Fifth Street 316 South Baylen Street
Box 400 Pensacola, Florida 32501
Chipley, Florida 32428

Bonifay Branch Destin Branch
406 South Waukesha Street 34877 Emerald Coast Parkway
Box 307 Destin, Florida 32541
Bonfay, Florida 32425

Thomas Drive (Drive-Through and ATM only)
2509 Thomas Drive 10 West Main Street
Panama City Beach, Florida 32408 Pensacola, Florida 32501

Niceville Branch
4526 Highway 20 East
Niceville, Florida 32578

Ft. Walton Branch
91 NW Racetrack Road
Ft. Walton Beach, Florida 32547

</TABLE>

B-8
<PAGE> 149

ANNEX B

BOARD OF DIRECTORS

<TABLE>
<CAPTION>
Name Residence Term
--------------- --------------------- ----
<S> <C> <C>

William F. Brunner 2919 Green Street 17 years
Marianna, Florida 32446

Richard D'Alemberte 275 North Bolivar Street 13 Years
P. O. Box 66
Chattahoochee, Florida 32324

Bobby George Route 3 Banfill Avenue 3 Years
Bonifay, Florida 32425

Chuck Morgan 4384 Angela Drive 3 Years
Marianna, Florida 32446

Hunter Daffin 2766 Indian Springs Road 17 Years
Marianna, Florida 32446

H. H. Hearn 2983 Westmanor Drive 17 Years
Marianna, Florida 32446

Terry DuBose 4321 Jane Cooley Drive 17 Years
Panama City, Florida 32411

Quen Rahal 2736 Indian Springs Road 15 Years
Marianna, Florida 32446

Gary Cowen 5089 Old Hickory Circle 3 Years
Marianna, Florida 32446

John Keith 160 Glen Eagles Drive 5 Years
Niceville, Florida 32578

Russell Enfinger 451 Golf Villa 2, Unit 451 1 Year
Bay Point, Florida 32411 (no mail)
P. O. Box 2875
Panama City, Florida 32402
</TABLE>

B-9
<PAGE> 150

EXHIBIT C

ALEX SHESHUNOFF & CO. INVESTMENT BANKING

August 3, 1995

Board of Directors
FBC Holding Company, Inc.
361 North Main Street
Crestview, Florida 32536

Board Members:

You have requested our opinion, as an independent financial analyst to the
common shareholders of FBC Holding Company, Inc., Crestview, Florida
("Company"), as to the fairness, from a financial point of view to the common
shareholders of Company, of the terms of the proposed merger of Company with
SouthTrust Corporation ("SouthTrust"). Pursuant to the terms of Amendment No.
1 to the Agreement and Plan of Merger, each Company Share outstanding
immediately prior to the Effective Time of the Merger shall be converted into
the right to receive 4.52 SouthTrust Shares; provided, however, that if 4.52
when multiplied by the average last sales price of SouthTrust Shares for the
seven (7) trading days immediately preceding the second trading day prior to
the Effective Time of the Merger, as reported by the Automated Quotation System
of the National Association of Securities Dealers, Inc. - National Market
System ("NASDAQ"), results in the value of each Company Share being less than
$88.80 (the "Price Condition"), SouthTrust, by an instrument in writing
delivered to the Company prior to 11:00 a.m., Birmingham, Alabama time, on the
last trading day prior to the Effective Time of the Merger, may elect to adjust
the Conversion Ratio so that the Conversion Ratio, when multiplied by such
average last sales price of SouthTrust Shares as set forth above, shall equal
$88.80. Subject to the receipt by the Company and First Bank of Crestview,
Crestview, Florida ("Bank") of required regulatory approvals, if any, on the
Closing Date, the Bank agrees, following consultation with SouthTrust, to write
down the loan described on Exhibit A to the Amendment (the "Loan") to an amount
equal to estimated net realizable value of the Loan as the Closing Date, which
amount shall not be less than $211,000 nor greater than $285,000.

As part of its banking analysis business, Alex Sheshunoff & Co. Investment
Banking is continually engaged in the valuation of bank, bank holding company
and thrifts securities in connection with mergers and acquisitions nationwide.
Prior to being retained for this assignment, Alex Sheshunoff & Co. Investment
Banking has provided professional services and products to Company and
SouthTrust. The revenues derived from such services and products are
insignificant when compared to the firm's total gross revenues.

In connection with this assignment, we reviewed (i) the Agreement and Plan of
Merger between Company and SouthTrust and Amendment No. 1 to the Agreement and
Plan of Merger; (ii) the external auditor's reports to the Boards of Directors
of each organization; (iii) the June 30, 1995 balance sheet and income
statement for each organization, the audited December 31, 1994 annual report
for SouthTrust and the audited December 31, 1993 Balance Sheet and Income
Statement for each organization; (iv) the Rate Sensitivity Analysis reports for
each organization; (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 for each organization; (viii) the budget and long range operating
plan of each organization; (ix) a listing of unfunded letters of credit and any
other off-balance sheet risks for each organization; (x) the Minutes of the
Board of Directors of each organization; (xi) the Board report for each
organization; (xii) the listing and description of significant real properties
for each organization; (xiii) material leases on real and personal property;
(xiv) the directors and officers liability and blanket bond insurance policies
for each organization; and (xv) market conditions and current trading levels of
outstanding equity securities of both organizations.

We have also had discussions with the management of Company and SouthTrust
regarding their respective financial results and have analyzed the most current
financial data available on Company and SouthTrust. We also considered

C-1
<PAGE> 151
Board of Directors
FBC Holding Company, Inc.
August 3, 1995
Page 2
------------------------------------

such other information, financial studies, analyses and investigations, and
economic and market criteria which we deemed relevant. We have met with the
management of Company and SouthTrust to discuss the foregoing information with
them.

We have considered certain financial data of Company and SouthTrust, and have
compared that data with similar data for other banks and bank holding companies
which have recently merged or been acquired; furthermore, we have considered
the financial terms of these business combinations involving said banks and
bank holding companies.

We have not independently verified any of the information reviewed by us and
have relied on its being complete and accurate in all material respects. In
addition, we have not made an independent evaluation of the assets of Company
or SouthTrust.

In reaching our opinion we took into consideration the financial benefits of
the proposed transaction to all Company shareholders. Based on all factors
that we deem relevant and assuming the accuracy and completeness of the
information and data provided to us by Company and SouthTrust, it is our
opinion as of August 3, 1995, that the proposed transaction is fair and
equitable to all Company shareholders from a financial point of view.

We hereby consent to the reference to our firm in the proxy statement or
prospectus related to the merger transaction and to the inclusion of our
opinion as an exhibit to the proxy statement or prospectus related to the
merger transaction.

Respectfully submitted,

ALEX SHESHUNOFF & CO.
INVESTMENT BANKING
AUSTIN, TEXAS

By: /s/ WADE SCHUESSLER
--------------------------------------------
Wade Schuessler
Vice President

HWS/kad

C-2
<PAGE> 152

EXHIBIT D

FLORIDA 1989 BUSINESS CORPORATION ACT

607.1301 DISSENTER'S RIGHTS; DEFINITIONS. -- The following definitions apply
to ss. 607.1302 and 607.1320:

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

(2) "Fair value," with respect to a dissenter's shares, means the value of the
shares as of the close of business on the day prior to the shareholders'
authorization date, excluding any appreciation or depreciation in anticipation
of the corporate action unless exclusion would be inequitable.

(3) "Shareholders' authorization date" means the date on which the
shareholders' vote authorizing the proposed action was taken, the date on which
the corporation received written consents without a meeting from the requisite
number of shareholders in order to authorize the action, or, in the case of a
merger pursuant to s. 607.1104, the day prior to the date on which a copy of
the plan of merger was mailed to each shareholder of record of the subsidiary
corporation.

607.1302 RIGHT OF SHAREHOLDERS TO DISSENT. -- (1) Any shareholder has the
right to dissent from, and obtain payment of the fair value of his shares in
the event of, any of the following corporate actions:

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

1. If the shareholder is entitled to vote on the merger, or

2. If the corporation is a subsidiary that is merged with its parent
under s. 607.1104, and the shareholders would have been entitled to vote on
action taken, except for the applicability of s. 607.1104;

(b) Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation, other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange
pursuant to s. 607.1202, including a sale in dissolution but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed to the
shareholders within 1 year after the date of sale;

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

(e) Any amendment of the articles of incorporation if the shareholder is
entitled to vote on the amendment and if such amendment would adversely affect
such shareholder by:

1. Altering or abolishing any preemptive rights attached to any of his
shares;

2. Altering or abolishing the voting rights pertaining to any of his
shares, except as such rights may be affected by the voting rights of new
shares then being authorized of any existing or new class or series of shares;

D-1
<PAGE> 153

3. Effecting an exchange, cancellation, or reclassification of any of
his shares, when such exchange, cancellation, or reclassification would alter
or abolish his voting rights or alter his percentage of equity in the
corporation, or effecting a reduction or cancellation of accrued dividends or
other arrearages in respect to such shares;

4. Reducing the stated redemption price of any of his redeemable shares,
altering or abolishing any provision relating to any sinking fund for the
redemption or purchase of any of his shares, or making any of his shares
subject to redemption when they are not otherwise redeemable;

5. Making noncumulative, in whole or in part, dividends of any of his
preferred shares which had theretofore been cumulative;

6. Reducing the stated dividend preference of any of his preferred
shares; or

7. Reducing any stated preferential amount payable on any of his
preferred shares upon voluntary or involuntary liquidation; or

(f) Any corporate action taken, to the extent the articles of incorporation
provide that a voting or nonvoting shareholder is entitled to dissent and
obtain payment for his shares.

(2) A shareholder dissenting from any amendment specified in paragraph (1)(e)
has the right to dissent only as to those of his shares which are adversely
affected by the amendment.

(3) A shareholder may dissent as to less than all the shares registered in his
name. In that event, his rights shall be determined as if the shares as to
which he has dissented and his other shares were registered in the names of
different shareholders.

(4) Unless the articles of incorporation otherwise provide, this section does
not apply with respect to a plan of merger or share exchange or a proposed sale
or exchange of property, to the holders of shares of any class or series which,
on the record date fixed to determine the shareholders entitled to vote at the
meeting of shareholders at which such action is to be acted upon or to consent
to any such action without a meeting, were either registered on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc., or held of record by not fewer than 2,000 shareholders.

(5) A shareholder entitled to dissent and obtain payment for his shares under
this section may not challenge the corporate action creating his entitlement
unless the action is unlawful or fraudulent with respect to the shareholder or
the corporation.

607.1320 PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS. -- (1)(a) If a
proposed corporate action creating dissenters' rights under s. 607.1320 is
submitted to a vote at a shareholders' meeting, the meeting notice shall state
that shareholders are or may be entitled to assert dissenters' rights and be
accompanied by a copy of ss. 607.1301, 607.1302, and 607.1320. A shareholder
who wishes to assert dissenters' rights shall:

1. Deliver to the corporation before the vote is taken written notice of
his intent to demand payment for his shares if the proposed action is
effectuated, and

2. Not vote his shares in favor of the proposed action. A proxy or vote
against the proposed action does not constitute such a notice of intent to
demand payment.

(b) If proposed corporate action creating dissenters' rights under s. 607.1302
is effectuated by written consent without a meeting, the corporation shall
deliver a copy of ss. 607.1301, 607.1302, and 607.1320 to each shareholder
simultaneously with any request for his written consent or, if such a request
is not made, within 10 days after the

D-2
<PAGE> 154

date the corporation received written consents without a meeting from the
requisite number of shareholders necessary to authorize the action.

(2) Within 10 days after the shareholders' authorization date, the corporation
shall give written notice of such authorization or consent or adoption of the
plan of merger, as the case may be, to each shareholder who filed a notice of
intent to demand payment for his shares pursuant to paragraph (1)(a) or, in the
case of action authorized by written consent, to each shareholder, excepting
any who voted for, or consented in writing to, the proposed action.

(3) Within 20 days after the giving of notice to him, any shareholder who
elects to dissent shall file with the corporation a notice of such election,
stating his name and address, the number, classes, and series of shares as to
which he dissents, and a demand for payment of the fair value of his shares.
Any shareholder failing to file such election to dissent within the period set
forth shall be bound by the terms of the proposed corporate action. Any
shareholder filing an election to dissent shall deposit his certificates for
certificated shares with the corporation simultaneously with the filing of the
election to dissent. The corporation may restrict the transfer of
uncertificated shares from the date the shareholder's election to dissent is
filed with the corporation.

(4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall
not be entitled to vote or to exercise any other rights of a shareholder. A
notice of election may be withdrawn in writing by the shareholder at any time
before an offer is made by the corporation, as provided in subsection (5), to
pay for his shares. After such offer, no such notice of election may be
withdrawn unless the corporation consents thereto. However, the right of such
shareholder to be paid the fair value of his shares shall cease, and he shall
be reinstated to have all his rights as a shareholder as of the filing of his
notice of election, including any intervening preemptive rights and the right
to payment of any intervening dividend or other distribution or, if any such
rights have expired or any such dividend or distribution other than in cash has
been completed, in lieu thereof, at the election of the corporation, the fair
value thereof in cash as determined by the board as of the time of such
expiration or completion, but without prejudice otherwise to any corporate
proceedings that may have been taken in the interim, if:

(a) Such demand is withdrawn as provided in this section;

(b) The proposed corporate action is abandoned or rescinded or the
shareholders revoke the authority to effect such action;

(c) No demand or petition for the determination of fair value by a court has
been made or filed within the time provided in this section; or

(d) A court of competent jurisdiction determines that such shareholder is not
entitled to the relief provided by this section.

(5) Within 10 days after the expiration of the period in which shareholders
may file their notices of election to dissent, or within 10 days after such
corporate action is effected, whichever is later (but in no case later than 90
days from the shareholders' authorization date), the corporation shall make a
written offer to each dissenting shareholder who has made demand as provided in
this section to pay an amount the corporation estimates to be the fair value
for such shares. If the corporate action has not been consummated before the
expiration of the 90-day period after the shareholders' authorization date, the
offer may be made conditional upon the consummation of such action. Such
notice and offer shall be accompanied by:

(a) A balance sheet of the corporation, the shares of which the dissenting
shareholder holds, as of the latest available date and not more than 12 months
prior to the making of such offer; and

(b) A profit and loss statement of such corporation for the 12-month period
ended on the date of such balance sheet or, if the corporation was not in
existence throughout such 12-month period, for the portion thereof during which
it was in existence.

D-3
<PAGE> 155

(6) If within 30 days after the making of such offer any shareholder accepts
the same, payment for his shares shall be made within 90 days after the making
of such offer or the consummation of the proposed action, whichever is later.
Upon payment of the agreed value, the dissenting shareholders shall cease to
have any interest in such shares.

(7) If the corporation fails to make such offer within the period
specified therefor in subsection (5) or if it makes the offer and any
dissenting shareholder or shareholders fail to accept the same within the
period of 30 days thereafter, then the corporation, within 30 days after
receipt of written demand from any dissenting shareholder given within 60 days
after the date on which such corporate action was effected, shall, or at its
election at any time within such period of 60 days may, file an action in any
court of competent jurisdiction in the county in this state where the
registered office of the corporation is located requesting that the fair value
of such shares be determined. The court shall also determine whether each
dissenting shareholder, as to whom the corporation requests the court to make
such determination, is entitled to receive payment for his shares. If the
corporation fails to institute the proceeding as herein provided, any
dissenting shareholder may do so in the name of the corporation. All
dissenting shareholders (whether or not residents of this state), other than
shareholders who have agreed with the corporation as to the value of their
value of their shares, shall be made parties to the proceeding as an action
against their shares. The corporation shall serve a copy of the initial
pleading in such proceeding upon each dissenting shareholder who is a resident
of this state in the manner provided by law for the service of a summons and
complaint and upon each nonresident dissenting shareholder either by registered
or certified mail and publication or in such other manner as is permitted by
law. The jurisdiction of the court is plenary and exclusive. All shareholders
who are proper parties to the proceeding are entitled to judgement against the
corporation for the amount of the fair value of their shares. The court may,
if it so elects, appoint one or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. The appraisers shall
have such power and authority as is specified in the order of their appointment
or an amendment thereof. The corporation shall pay each dissenting shareholder
the amount found to be due him within 10 days after the final determination of
the proceedings. Upon payment of the judgement, the dissenting shareholders
shall cease to have any interest in such shares.

(8) The judgement may, at the discretion of the court, include a fair rate of
interest, to be determined by the court.

(9) The costs and expenses of any such proceeding shall be determined by the
court and shall be assessed against the corporation, but all or any part of
such costs and expenses may be apportioned and assessed as the court deems
equitable against any or all of the dissenting shareholders who are parties to
the proceeding, to whom the corporation has made an offer to pay for the
shares, if the court finds that the action of such shareholders in failing to
accept such offer was arbitrary, vexatious, or not in good faith. Such
expenses shall include reasonable compensation for, and reasonable expenses of,
the appraisers, but shall exclude the fees and expenses of counsel for, and
experts employed by, any party. If the fair value of the shares, as
determined, materially exceeds the amount which the corporation offered to pay
therefore or if no offer was made, the court in its discretion may award to any
shareholder who is a party to the proceeding such sum as the court determines
to be reasonable compensation to any attorney or expert employed by the
shareholder in the proceeding.

(10) Shares acquired by a corporation pursuant to payment of the agreed value
thereof or pursuant to payment of the judgment entered therefor, as provided in
this section, may be held and disposed of by such corporation as authorized but
unissued shares of the corporation, except that, in the case of a merger, they
may be held and disposed of as the plan of merger otherwise provides. The
shares of the surviving corporation into which the shares of such dissenting
shareholders would have been converted had they assented to the merger shall
have the status of authorized but unissued shares of the surviving corporation.

D-4
<PAGE> 156

FBC HOLDING COMPANY, INC.
361 NORTH MAIN STREET
CRESTVIEW, FLORIDA 32536

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- SEPTEMBER 20, 1995.

(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FBC
HOLDING COMPANY, INC.)

The undersigned shareholder of FBC Holding Company, Inc. ("FBC")
hereby appoints Marland D. Wordell and Alex H. Clemmons, 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 FBC to be held at the offices of FBC at 361 North Main
Street, Crestview, Florida on September 20, 1995 at 5:00 p.m., local time,
or at any adjournment thereof:

(1) PROPOSAL TO MERGE FBC INTO SOUTHTRUST OF FLORIDA, INC.

FOR [ ] AGAINST [ ] ABSTAIN [ ] with
respect to the approval of that certain Agreement and Plan of Merger, as
amended by Amendment No. 1 (together the "Merger Agreement"), between FBC and
SouthTrust of Florida, Inc. ("ST-Sub"), pursuant to which FBC will be merged
into ST-Sub and each share of common stock of FBC outstanding immediately prior
to the Effective Time of the Merger shall be converted into the right to
receive 4.52 shares of common stock of SouthTrust, as described in more detail
in the Proxy Statement/Prospectus dated August 11, 1995;

(2) IN THEIR DISCRETION, UPON SUCH OTHER MATTERS, INCLUDING, IN
PARTICULAR, ADJOURNMENT OF THE SPECIAL MEETING TO ALLOW FURTHER SOLICITATION OF
PROXIES IF NECESSARY, AS MAY PROPERTY COME BEFORE THE SPECIAL MEETING OF
SHAREHOLDERS OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.

UNLESS OTHERWISE SPECIFIED, THE PROXY WILL BE VOTED FOR PROPOSAL (1).

<TABLE>
<S> <C> <C>
Dated: , 1995
-------------------------- ------------------------------------------------
(Signature(s) of Shareholder)
</TABLE>

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.