SOUTHTRUST CORP, 424B3, 1995-04-11

SOUTHTRUST CORP
424B3, 1995-04-11
STATE COMMERCIAL BANKS

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<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 33-58301

CNB CAPITAL CORP.
1114 JACKSON AVENUE
PASCAGOULA, MISSISSIPPI 39567
______________________________________________________________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
______________________________________________________________________________
Notice is hereby given that a Special Meeting of Shareholders of CNB
Capital Corp., a Mississippi corporation and registered bank holding company
("CNB"), will be held on May 5, 1995, at 10:00 a.m., local time, at Citizens
National Bank, 1114 Jackson Avenue, Pascagoula, Mississippi 39567, for the
following purposes (the "Special Meeting"):

1. To consider and vote upon the Agreement and Plan of Merger,
dated as of November 29, 1994, as amended by Amendment No. 1 to Agreement
and Plan of Merger dated as of February 7, 1995 (collectively, the "Merger
Agreement"), a copy of which is annexed as Exhibit A to the accompanying
Proxy Statement/Prospectus, between CNB and SouthTrust of Mississippi,
Inc., a Mississippi corporation ("ST-Sub"), joined in by SouthTrust
Corporation, a Delaware corporation ("SouthTrust"), whereby CNB will be
merged with and into ST-Sub and each share of common stock of CNB
outstanding immediately prior to the Effective Time of the Merger, subject
to rights of dissent and exclusive of treasury shares, shall be converted
into the right to receive that number of shares of common stock of
SouthTrust equal to the quotient obtained by dividing (i) $15,800 by (ii)
the average last sales price of SouthTrust shares for the twenty (20)
trading days immediately preceding the Effective Time of the Merger (the
"Conversion Ratio"), provided, however, that the Conversion Ratio shall
not be less than 735.94 or greater than 841.55, with cash being paid in
lieu of any fractional shares of common stock of SouthTrust, pursuant to
and in accordance with the terms and conditions of the Merger Agreement,
all as more fully described in the accompanying Proxy
Statement/Prospectus; and

2. To consider and act upon such other matters, including, in
particular, adjournment of the Special Meeting to allow further
solicitation of proxies if necessary, as may properly come before the
Special Meeting or any adjournment or adjournments thereof.
Only those persons who were holders of record of the common stock of CNB
at the close of business on April 7, 1995, are entitled to notice of and to vote
at the Special Meeting and any adjournments thereof.

Pursuant to Article 13 of the Mississippi Business Corporation Act,
shareholders of CNB are entitled to dissent from the transactions contemplated
by the Merger Agreement. A copy of the provisions of the Mississippi Business
Corporation Act regarding such rights of dissent is attached hereto as Exhibit
C.

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

T.K. HARRIS
Chairman of the Board and President
Pascagoula, Mississippi
April 7, 1995

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

CNB CAPITAL CORP.

FOR A SPECIAL MEETING OF ITS SHAREHOLDERS
TO BE HELD MAY 5, 1995

___________________________________________________________

THIS PROXY STATEMENT INCLUDES THE PROSPECTUS OF

SOUTHTRUST CORPORATION

RELATING TO UP TO 510,001 SHARES OF COMMON STOCK
(PAR VALUE $2.50 PER SHARE)

TO BE ISSUED IN CONNECTION WITH A PROPOSED MERGER OF
CNB CAPITAL CORP. INTO SOUTHTRUST OF MISSISSIPPI, 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 CNB CAPITAL CORP. 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 CNB CAPITAL CORP. HAS BEEN SUPPLIED
BY CNB CAPITAL CORP.
THIS PROXY STATEMENT/PROSPECTUS AND THE ACCOMPANYING FORM OF PROXY ARE
FIRST BEING MAILED TO SHAREHOLDERS OF CNB CAPITAL CORP. ON OR ABOUT APRIL 7,
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 April 7, 1995.

<PAGE> 3

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Description of SouthTrust Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Market and Dividend Information Respecting the Common Stock of SouthTrust and CNB . . . . . . . . . . . . . . . . . 31
Comparison of the Common Stock of SouthTrust and CNB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Certain Information Concerning the Business of CNB and the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Selected Financial Data of CNB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Management's Discussion and Analysis of Financial Condition and Results of Operations of CNB . . . . . . . . . . . 42
Beneficial Ownership of CNB Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Index to the Financial Statements of CNB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit A - Agreement and Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Subsidiary Agreement and Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C - Mississippi Dissent Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
</TABLE>

AVAILABLE INFORMATION

SouthTrust Corporation, a Delaware corporation ("SouthTrust"), is
subject to the informational requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

SouthTrust has filed a Registration Statement on Form S-4 (herein,
together with all amendments thereto, called the "Registration Statement") with
the Commission under the Securities Act of 1933 (the "Securities Act"), with
respect to the shares of common stock of SouthTrust offered hereby. This Proxy
Statement/Prospectus does not contain all of the information and undertakings
set forth in the Registration Statement and the exhibits and schedules thereto.
For further information with respect to SouthTrust and the shares of common
stock of SouthTrust, reference is made to the Registration Statement and the
exhibits and schedules thereto. Statements contained in this Proxy
Statement/Prospectus as to the contents of any contract or other document
referred to are not necessarily complete, and in each instance reference is
made to a copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement and the exhibits and schedules
thereto may be inspected at the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies thereof may be obtained from the Public
Reference Section of the Commission at such address at prescribed rates.
THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE
AVAILABLE ON REQUEST WITHOUT CHARGE FROM AUBREY D. BARNARD, SOUTHTRUST
CORPORATION, 420 NORTH 20TH STREET, BIRMINGHAM, ALABAMA 35203, TELEPHONE NUMBER
(205) 254-5000. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE BY APRIL 21, 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 $2.00 per share ("CNB Common Stock"), of CNB Capital
Corp., a Mississippi corporation and a registered bank holding company ("CNB"),
in connection with the solicitation of proxies by the Board of Directors of CNB
for use at a special meeting of shareholders of CNB to be held on May 5, 1995,
at 10:00 a.m., local time, at Citizens National Bank, 1114 Jackson Avenue,
Pascagoula, Mississippi 39567 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 November 29, 1994, as amended
by that certain Amendment No. 1 to Agreement and Plan of Merger dated as of
February 7, 1995 (collectively, the "Merger Agreement"), between CNB and
SouthTrust of Mississippi, Inc., a Mississippi corporation ("ST-Sub"), joined
in by SouthTrust Corporation, a Delaware corporation ("SouthTrust"), providing
for the merger of CNB into ST-Sub (the "Merger") and, subject to rights of
dissent and exclusive of shares of CNB Common Stock held in the treasury of
CNB, the conversion in the Merger of each outstanding share of CNB Common Stock
into that number of shares of common stock, par value $2.50 per share
("SouthTrust Common Stock"), of SouthTrust equal to the quotient obtained by
dividing (i) $15,800 by (ii) the average last sales price of SouthTrust Common
Stock for the twenty (20) trading days immediately preceding the Effective Time
of the Merger (as defined below), as reported by The Nasdaq Stock
Market-National Market ("Nasdaq") (the "Conversion Ratio"), provided, however,
that the Conversion Ratio shall not be less than 735.94 or greater than 841.55.
The Conversion Ratio, including the number of shares of SouthTrust Common Stock
issuable in the Merger, is subject to appropriate adjustment in the event of
certain stock splits, stock dividends or similar distributions effected by
SouthTrust. No fractional shares of SouthTrust Common Stock will be issued in
the Merger, and, in lieu thereof, each holder of shares of CNB 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 Merger, Citizens National Bank, a national banking association
and a wholly owned subsidiary of CNB (the "Bank"), will be merged with and into
SouthTrust Bank of South Mississippi, a Mississippi state banking corporation
and a wholly owned subsidiary of ST-Sub ("ST-Bank").

Because the calculation of the Conversion Ratio is based upon the
average last sales price of SouthTrust Common Stock for the twenty (20) days
immediately preceding the Effective Time of the Merger, the Conversion Ratio
will not be definitively determined until the Effective Time of the Merger.
Based upon the average last sales price of SouthTrust Common Stock for the
twenty (20) days immediately preceding April 7, 1995 (the date of this Proxy
Statement/Prospectus), which average last sales price is $20.80, the
Conversion Ratio would be 759.615, which means that each share of CNB Common
Stock would be converted into the right to receive 759 shares of SouthTrust
Common Stock. Although the Conversion Ratio is not fixed, the market value as
of the Effective Time of the Merger of the number of shares of SouthTrust
Common Stock for which each share of CNB Common Stock may be exchanged in the
Merger will be $15,800 (subject to the limitation that the Conversion Ratio
shall not be less than 735.94 or greater than 841.55). See "DESCRIPTION OF
SOUTHTRUST CAPITAL STOCK-SouthTrust Common Stock" and "MARKET AND DIVIDEND
INFORMATION RESPECTING THE COMMON STOCK OF SOUTHTRUST AND CNB." For additional
information regarding the terms of the Merger, see the Merger Agreement which
is attached hereto as Exhibit A and "THE MERGER."
Since the Conversion Ratio will not be definitively determined until
the Effective Time of the Merger, an increase in the market price of SouthTrust
Common Stock between April 7, 1995 (the date of this Proxy
Statement/Prospectus) and the Effective Time of the Merger will result in a
decrease in the Conversion Ratio (subject to the limitation that the Conversion
Ratio shall not be less than 735.94), and, therefore, a decrease in the number
of shares of SouthTrust Common Stock into which each share of CNB Common Stock
will be converted in the Merger. Likewise, a decrease in the market price of
SouthTrust Common Stock between April 7, 1995 (the date of this Proxy
Statement/Prospectus) and the Effective Time of the Merger will result in an
increase in the

3
<PAGE> 5

Conversion Ratio (subject to the limitation that the Conversion Ratio shall not
be greater than 841.55) and an increase in the number of shares of SouthTrust
Common Stock into which each share of CNB Common Stock will be converted in the
Merger.
Subject to the approval of the Merger Agreement by the shareholders of
CNB 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 Mississippi (the
"Effective Time of the Merger"). It is anticipated that such documents will be
filed and the Merger will become effective on or about May 5, 1995.
This Proxy Statement/Prospectus was first sent or given to
shareholders of CNB on or about April 7, 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 CNB and the Bank was supplied by CNB.

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 CNB has fixed the close of business on
April 7, 1995 as the record date (the "Record Date") for the determination
of holders of shares of capital stock of CNB entitled to notice of and to vote
at the Special Meeting. On the Record Date, CNB had issued and outstanding
606.0267 shares of CNB Common Stock. Only the holders of the outstanding CNB
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 CNB 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 CNB Common Stock entitled to
vote thereon is required to approve the Merger Agreement. Each holder of
record of shares of CNB Common Stock on the Record Date is entitled to one vote
for each share of such stock held of record.

As of the Record Date, CNB directors and executive officers (a total
of 7 persons) beneficially owned a total of 192.7241 shares of CNB Common
Stock, representing approximately 32% of the shares of CNB Common Stock
entitled to vote at the Special Meeting. All of such directors and officers
have advised CNB that, as of the date of this Proxy Statement/Prospectus, they
intend to vote for the approval of the Merger Agreement. In addition, the Bank
is trustee of the Arthemise A. Blossman Q.T.I.P. Trust and the E.W. Blossman
Residuary Trust, which own 102.7600 shares (or approximately 17%) and 98.0000
shares (or approximately 16%), respectively, of the CNB Common Stock, and with
respect to which the members of the Board of Directors of the Bank share in the
voting power. All of the Bank's directors have advised CNB that, as of the
date of this Proxy Statement/Prospectus, they intend to vote such shares for
the approval of the Merger Agreement.

As of the date of this Proxy Statement/Prospectus, 82.9176 shares of
CNB Common Stock have been allocated to the accounts of the participants in the
Citizens National Bank Employee Stock Ownership Stock Bonus Plan (the "ESOP").
The ESOP provides that each participant has the right to direct the Bank, as
trustee of the ESOP, as to the manner in which shares of CNB Common Stock
allocated to his or her account are to be voted.

THE BOARD OF DIRECTORS OF CNB 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 CNB."

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

4
<PAGE> 6

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

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

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<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 CNB, 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, Mississippi, North Carolina, South Carolina and Tennessee and
offers a full range of banking services through 18 bank subsidiaries operating
more than 420 offices. SouthTrust, through its bank-related subsidiaries, also
offers a range of other services, including mortgage banking services, data
processing services and securities brokerage services. The largest bank
subsidiary of SouthTrust is SouthTrust Bank of Alabama, N.A.
("SouthTrust-Alabama"), Birmingham, Alabama (the oldest predecessor of which
was incorporated in 1887), which had approximately $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 markets in
Florida, Georgia, Mississippi, North Carolina, South Carolina and Tennessee.
The effect of this expansion has been to give SouthTrust access to metropolitan
markets with favorable prospects for growth of population, per capita income,
and business development opportunities.

During 1994, SouthTrust effected acquisitions of 8 financial
institutions, with total assets of approximately $645 million, and, as of the
date of this Proxy Statement/Prospectus, SouthTrust had effected in 1995
acquisitions of 2 financial institutions, with total assets of approximately
$305 million. The following table presents certain information with respect to
acquisitions which are currently pending as of the date of this Proxy
Statement/Prospectus, including the Merger:

<TABLE>
<CAPTION>
Total Total Total
Institution Location Assets Deposits Loans*
- ----------------- -------- ------ -------- -----
(in millions)
<S> <C> <C> <C>
CNB Capital Corp. Pascagoula, Mississippi $ 72.0 $ 60.9 $ 37.6
FBC Holding Company, Inc. Crestview, Florida 51.4 46.3 23.1
Southern Bank Group, Inc. Atlanta, Georgia 108.0 93.7 74.3
</TABLE>

___________________________
*Net of unearned income

SouthTrust anticipates that the transactions with CNB, FBC Holding
Company, Inc. and Southern Bank Group, Inc. each will be accounted for as a
pooling of interests. Consummation of the pending transactions is subject, in
each case, to, among other things, approval by applicable regulatory
authorities.

As a routine part of its business, SouthTrust evaluates opportunities
to acquire bank holding companies, banks and other financial institutions.
Thus, at any particular point in time, including the date of this Proxy
Statement/Prospectus, discussions and, in some cases, negotiations and due
diligence activities looking toward or culminating in the execution of
preliminary or definitive documents respecting potential acquisitions may occur
or be in progress. These transactions may involve SouthTrust acquiring such
financial institutions in exchange for cash or capital stock, and depending
upon the terms of these transactions, they may have a dilutive effect upon the
SouthTrust Common Stock to be issued to holders of CNB Common Stock in the
Merger.

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

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<PAGE> 8

CNB

CNB was organized under the laws of the State of Mississippi in 1982
for the purpose of becoming a bank holding company and, as of the date of this
Proxy Statement/Prospectus, owns all of the issued and outstanding capital
stock of the Bank. The Bank operates out of a main office in Pascagoula,
Mississippi, with branches in Vancleave and Ocean Springs, Mississippi. The
Bank is a member of and its deposits are insured by the Bank Insurance Fund
("BIF") of the Federal Deposit Insurance Corporation ("FDIC"). CNB 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 Office of the Comptroller of
the Currency (the "OCC"). See "CERTAIN INFORMATION CONCERNING THE BUSINESS OF
CNB 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 Jackson County,
Mississippi, and the total population of this area was approximately 120,000 as
of December 31, 1994.

CNB and the Bank each maintain their principal executive offices at
1114 Jackson Avenue, Pascagoula, Mississippi 39567 and the telephone number at
such office is (601) 769-9711.

SouthTrust of Mississippi, Inc.

ST-Sub, a Mississippi corporation, is a wholly-owned subsidiary of
SouthTrust. It was organized under the laws of Mississippi in 1994 and, as of
the date of this Proxy Statement/Prospectus, owns one banking subsidiary,
ST-Bank, a Mississippi banking corporation.

SPECIAL MEETING
The Special Meeting will be held at 10:00 a.m., local time, on May 5,
1995, at the main office of the Bank, 1114 Jackson Avenue, Pascagoula,
Mississippi 39568-1758 to consider and vote upon the Merger Agreement. Only
holders of record of shares of CNB Common Stock as of the close of business on
April 7, 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 CNB
at the Special Meeting, the receipt of required regulatory approvals, and other
conditions, CNB will be merged into ST-Sub pursuant to the Merger Agreement.
At the Effective Time of the Merger, each outstanding share of CNB Common Stock
will be converted, subject to rights of dissent and exclusive of CNB Common
Stock held in the treasury of CNB, into the right to receive that number of
shares of SouthTrust Common Stock equal to the quotient obtained by dividing
(i) $15,800 by (ii) the average last sales price of SouthTrust Common Stock for
the twenty (20) trading days immediately preceding the Effective Time of the
Merger, as reported by Nasdaq (hereinbefore and hereinafter referred to as the
"Conversion Ratio"), subject to appropriate adjustment in the event of certain
stock splits, stock dividends or similar distributions effected by SouthTrust,
provided, however, that the Conversion Ratio shall not be less than 735.94 or
greater than 841.55. No fractional shares of SouthTrust Common Stock will be
issued in the Merger, and, in lieu thereof, each holder of shares of CNB Common
Stock who otherwise would have been entitled to receive a fractional share of
SouthTrust Common Stock will be entitled to receive a cash payment in an amount
equal to the product of (i) the fractional interest of a share of SouthTrust
Common Stock to which such holder otherwise would have been entitled and (ii)
the last sales price of such share of SouthTrust Common Stock as reported on
Nasdaq on the last trading day immediately preceding the Effective Time of the
Merger.

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

7
<PAGE> 9

Following the Merger, the Bank will be merged with and into ST-Bank
(the "Subsidiary Merger") pursuant to that certain Subsidiary Agreement and
Plan of Merger, dated as of January 23, 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 CNB Common Stock is required to approve the Merger Agreement.
Directors and executive officers of CNB and their affiliates beneficially
owned, as of the Record Date, directly or indirectly, 192.7241 shares of CNB
Common Stock, constituting approximately 32% of the shares of CNB Common Stock
outstanding on the Record Date for the Special Meeting. It is anticipated that
all shares held by such persons will be voted for approval of the Merger
Agreement. In addition, the Bank is trustee of the Arthemise A. Blossman
Q.T.I.P. Trust and the E.W. Blossman Residuary Trust, which own 102.7600 shares
(or approximately 17%) and 98.0000 shares (or approximately 16%), respectively,
of the CNB Common Stock, and with respect to which the members of the Board of
Directors of the Bank share in the voting power. All of the Bank's directors
have advised CNB that, as of the date of this Proxy Statement/Prospectus, they
intend to vote such shares for the approval of the Merger Agreement.

As of the date of this Proxy Statement/Prospectus, 82.9176 shares of
CNB Common Stock have been allocated to the accounts of the participants in the
ESOP. The ESOP provides that each participant has the right to direct the
Bank, as trustee of the ESOP, as to the manner in which shares of CNB Common
Stock allocated to his or her account are to be voted.

Recommendation of the Board of Directors

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

Interests of Certain Named Persons in the Merger

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

The Merger Agreement provides that as of the Effective Time of the
Merger, SouthTrust or one of its banking subsidiaries shall execute an
instrument in writing with Mr. T. K. Harris, Chairman of the Board of Directors
and President of CNB, pursuant to which SouthTrust or such subsidiary shall
assume the obligations of the Bank pursuant to that certain Deferred
Compensation Agreement between Mr. Harris and the Bank dated December 8, 1988,
as amended and restated on June 10, 1993, and that certain Deferred
Compensation Agreement between Mr. Harris and the Bank dated on or about
December 8, 1988, as amended and restated as of August 10, 1994, and shall
execute an instrument in writing with Dr. Harry Burrow, Jr., a director of CNB,
pursuant to which SouthTrust or such subsidiary shall assume the obligations of
the Bank to pay the deferred compensation and other payments pursuant to that
certain Deferred Compensation Agreement between Dr. Burrow and the Bank dated
December 8, 1988, as amended and restated as of August 10, 1994. In addition,
the Merger Agreement provides that as of the Effective Time of the Merger,
SouthTrust and each of Mr. Paul C. Monroe, a director and Senior Vice President
of the Bank, Mr. John R. Blossman, a director of CNB and the Bank, Mr. Harris
and Dr. Burrow shall execute an instrument in writing pursuant to which
SouthTrust shall agree, or shall cause one of its banking subsidiaries to
agree, to pay to Mr. Monroe and Mr. Blossman, on or before July 1, 1995,
$151,763 and $147,252, respectively, plus interest thereon at the annual rate
of 7.50% compounded quarterly from December 31, 1994 through the Effective Time

8
<PAGE> 10

of the Merger or the date of payment, whichever is later, and to pay to Mr.
Harris and Dr. Burrow, $43,464 and $43,464, respectively, plus interest thereon
at the annual rate of 7.50% compounded quarterly from December 31, 1994 through
the Effective Time of the Merger or the date of payment, whichever is later, in
monthly installments of $1000 commencing on the first day of the month
following the month in which Mr. Harris and Dr. Burrow turn age 65,
respectively, until fully paid.

SouthTrust also has agreed in the Merger Agreement, for a period of
three years following the Effective Time of the Merger, to indemnify and hold
harmless each of the officers, directors, employees or agents of CNB or the
Bank, to the full extent permitted by the Articles or Certificate of
Incorporation and Bylaws of CNB and the Bank, as in effect, in the case of CNB,
as of the date of the Merger Agreement and, in the case of the Bank, as of the
Effective Time of the Merger, against any costs or expenses (including
attorneys' fees), judgments, fines, losses, claims, damages, liabilities and
amounts paid in settlement in connection with any action, suit, proceeding or
investigation arising out of or pertaining to any action or omission by such
director, officer, employee or agent occurring on or prior to the Effective
Time of the Merger in his capacity as such. In addition, SouthTrust has agreed
that the Bank may amend its Articles of Association and/or Bylaws to provide
for indemnification of its officers, directors, employees or agents to the
maximum extent permitted by Section 7.5217 of the Code of Federal Regulations
which governs indemnification afforded by national banking associations.

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

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

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

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 not be
consummated until within ten days of the later to occur of (i) the approval of
the transactions pursuant to the Merger Agreement by all required regulatory
authorities, including the Federal Reserve Board, and the expiration of all
requisite waiting periods, and (ii) approval by the shareholders of CNB of the
Merger Agreement.
On or about January 18, 1995, SouthTrust filed an application with the
Federal Reserve Board seeking approval to merge CNB into ST-Sub. SouthTrust
received a letter dated February 2, 1995 from the Federal Reserve Board
acknowledging acceptance of SouthTrust's application. The application was
approved on March 28, 1995. The 15 day waiting period after approval by the
Federal Reserve Board, 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, expires on
April 12, 1995.

In addition, SouthTrust filed a merger application under Section
81-5-85 of the Mississippi Code 1972 with the Mississippi Department of Banking
and Consumer Finance (the "Mississippi Department") and an application under
Section 18(c) of the Bank Merger Act (the "Bank Merger Application") with the
FDIC on February 2, 1995 and January 26, 1995, respectively, seeking approval
of the Subsidiary Merger. On February 9, 1995, the Mississippi Department
approved SouthTrust's application respecting the Subsidiary Mergers and on
March 31, 1995 the FDIC approved the Bank Merger Application.

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."

9
<PAGE> 11

Termination

The Merger Agreement may be terminated at any time prior to the
Effective Time of the Merger (i) by the mutual consent in writing of SouthTrust
and CNB, or (ii) by either SouthTrust or CNB individually, under certain
specified circumstances, including if the Merger shall not have occurred on or
prior to June 30, 1995, provided that the failure to consummate the Merger on
or before such date is not caused by a breach of the Merger Agreement by the
party seeking to terminate. See "THE MERGER - Termination."

Effective Time of the Merger
The Merger will become effective upon the filing of appropriate
Articles of Merger relating thereto with the Secretary of State of Mississippi.
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 May 5, 1995, although there
can be no assurance as to whether or when the Merger will become effective. See
"THE MERGER - Effective Time of the Merger."

RIGHTS OF DISSENT AND APPRAISAL

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

COMPARATIVE STOCK PRICES

SouthTrust Common Stock is traded in the over-the-counter market
through the facilities of Nasdaq. The market for shares of CNB Common Stock is
not active and during the last two years, the sales price of all shares of CNB
Common Stock of which CNB had knowledge ranged from $6,700 to $13,500 per
share. The last sale of shares of CNB Common Stock known to CNB occurred on or
about August 19, 1994, at a sales price of $13,500 per share.

The following table sets forth the applicable last sales prices, and
pro forma equivalents based upon such last sales prices, for SouthTrust Common
Stock as of selected dates.
<TABLE>
<CAPTION>
SouthTrust CNB
Common Stock Common Stock
Last Sales Price Equivalent (3)
-------------------- --------------
<S> <C> <C> <C>
(1) December 2, 1994 . . . . . . . $17 7/8 $15,869.00
(2) April 6, 1995 . . . . . . . . $ 20.80 $15,800.00
</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 December 2, 1994 and the average last
sales price for the twenty (20) trading days immediately preceding
April 7, 1995 multiplied by an assumed conversion ratio derived by
taking the quotient obtained by dividing (i) $15,800 by (ii) the last
sales price of SouthTrust Common Stock adjusted for the applicable
collar.

CNB's shareholders are advised to obtain current market quotations for
or information regarding SouthTrust Common Stock and CNB Common Stock. No
assurance can be given as to the market price of SouthTrust Common Stock or the
value of CNB Common Stock at any time before the Effective Time of the Merger
or as to the market

<PAGE> 12

price of SouthTrust Common Stock at any time thereafter. Because the
Conversion Ratio will not be definitively determined until the Effective Time
of the Merger, increases in the market price of SouthTrust Common Stock between
April 7, 1995 (the date of this Proxy Statement/Prospectus) and the Effective
Time of the Merger will result in a decrease in the Conversion Ratio (subject
to the limitation that the Conversion Ratio shall not be less than 735.94),
and, therefore, a decrease in the number of shares of SouthTrust Common Stock
into which each share of CNB Common Stock will be converted in the Merger.
Likewise, a decrease in the market price of SouthTrust Common Stock between
April 7, 1995 (the date of this Proxy Statement/Prospectus) and the Effective
Time of the Merger will result in an increase in the Conversion Ratio (subject
to the limitation that the Conversion Ratio shall not be greater than 841.55)
and, therefore, an increase in the number of shares of SouthTrust Common Stock
into which each share of CNB Common Stock will be converted in the Merger.

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

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 CNB who
are not deemed to be "affiliates" (as that term is defined in the rules under
the Securities Act) of CNB and who do not become affiliates of SouthTrust. The
shares of SouthTrust Common Stock to be issued to affiliates of CNB 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 December 31, 1994, an affiliate of CNB 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 814,256 shares of SouthTrust Common Stock.

In addition, on or before thirty (30) days prior to the Effective Time
of the Merger, each affiliate of CNB 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 CNB and SouthTrust have
been published within the meaning of Section 201.01 of the Commission's
Codification of Financial Reporting Policies.

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

DIFFERENCES IN RIGHTS OF CNB SHAREHOLDERS

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

ACCOUNTING TREATMENT

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

11
<PAGE> 13

TAX TREATMENT

CNB has received the opinion of Deloitte & Touche LLP, independent
public accountants, to the effect that, for federal income tax purposes: (i)
the Merger should qualify as a reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"); (ii) no gain or loss
should be recognized by holders of shares of CNB 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
CNB pursuant to the Merger and the holding period therefor should be the same
as the basis and holding period of the CNB Common Stock surrendered in exchange
therefor. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."

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

EQUIVALENT SHARE DATA
The following summary presents comparative historical unaudited per
share data for both SouthTrust and CNB. 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 CNB pro forma equivalent amounts
are computed by multiplying the pro forma amounts by a factor of 759.615 to
reflect an assumed conversion ratio in the Merger of 759.615 shares of
SouthTrust Common Stock for each share of CNB Common Stock, which conversion
ratio has been calculated by taking the quotient obtained by dividing (i)
$15,800 by (ii) the last sales price of SouthTrust Common Stock for the twenty
(20) days immediately preceding April 7, 1995. The actual conversion ratio
will not be definitively determined until the Effective Time of the Merger and
may vary from the conversion ratio used to calculate CNB pro forma equivalent
amounts. The data presented should be read in conjunction with the historical
financial statements and the related notes thereto included elsewhere herein or
incorporated by reference herein.

<TABLE>
<CAPTION>
Years Ended
December 31,
-----------------------------------------------
1994 1993 1992
------------ ------------- ------------
<S> <C> <C> <C>
Net income (loss) per common share:
SouthTrust $ 2.15 $ 1.94 $ 1.66
CNB 1,168.85 985.56 892.91
SouthTrust pro forma combined 2.14 1.93 1.65
CNB pro forma equivalent 1,625.58 1,466.06 1,253.36

Cash dividends per common share:
SouthTrust $ 0.68 $ 0.60 $ 0.52
CNB 80.00 80.00 80.00
SouthTrust pro forma combined(1) 0.68 0.60 0.52
CNB pro forma equivalent 516.54 455.77 395.00

Book value per common share (period end):
SouthTrust $ 13.94 $ 13.25 $ 11.55
CNB 10,512.04 9,652.87 8,748.05
SouthTrust pro forma combined 13.94 13.24 11.55
CNB pro forma equivalent 10,589.03 10,057.30 8,773.55
</TABLE>
__________________________
(1) SouthTrust pro forma combined dividends represent historical cash
dividends of SouthTrust.

12
<PAGE> 14

SELECTED FINANCIAL DATA

The following tables set forth certain selected historical
consolidated financial information for SouthTrust and CNB. 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 CNB. This
information should be read in conjunction with the consolidated financial
statements of SouthTrust and CNB, 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>
Years Ended December 31,
------------------------------------------------------------------------
1994 1993 1992 1991 1990
---------- -------- -------- -------- ---------
<S> <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
Interest expense 501,067 397,743 382,930 474,453 498,329
---------- -------- -------- -------- ---------
Net interest income 607,545 529,808 445,150 349,272 278,332
Provision for loan losses 44,984 45,032 43,305 38,042 44,635
---------- -------- -------- -------- ---------
Net interest income after
provision for loan losses 562,561 484,776 401,845 311,230 265,360
Non-interest income 184,778 174,702 136,683 108,881 91,084
Non-interest expense 485,999 434,951 373,636 296,796 234,713
---------- -------- -------- -------- ---------
Income before income taxes 261,340 224,527 164,892 123,315 90,068
Provision for income taxes 88,338 73,992 50,646 33,309 20,360
---------- -------- -------- -------- ---------
Net income $ 173,002 $ 150,535 $ 114,246 $ 90,006 $ 69,708
========== ======== ======== ======== =========

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

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
Total loans net of unearned income 12,121.9 9,448.3 7,546.6 5,965.0 5,531.4
Total deposits 12,801.2 11,515.4 10,082.3 8,277.2 7,228.0
Total stockholders' equity 1,135.3 1,051.8 860.4 662.0 549.6
</TABLE>

13
<PAGE> 15

CNB CAPITAL CORP. AND SUBSIDIARY

<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- ------- ---------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA
(in thousands except per share data):
Interest income $ 5,006 $ 4,588 $ 4,715 $ 4,899 $ 4,774
Interest expense 1,928 1,729 2,087 2,716 2,864
-------- -------- -------- ------- ---------
Net interest income 3,078 2,859 2,628 2,183 1,910
Provision for loan losses (35) 83 242 133 230
-------- -------- -------- ------- ---------
Net interest income after
provision for loan losses 3,113 2,776 2,386 2,050 1,680
Non-interest income 688 667 663 555 622
Non-interest expense 2,805 2,605 2,281 1,979 1,873
-------- -------- -------- ------- ---------
Income before income taxes 996 838 768 626 429
Provision for income taxes 272 214 184 129 48
-------- -------- -------- ------- ---------
Net income $ 724 $ 624 $ 584 $ 497 $ 381
======== ======== ======== ======= =========

Net income per common share
and common share equivalent $1,168.85 $ 985.56 $ 892.91 $731.11 $ 542.98
Cash dividends declared
per common share 80.00 80.00 80.00 80.00 80.00
Average common shares and common
share equivalents outstanding 619.54 632.84 653.55 680.26 701.07

BALANCE SHEET DATA (at period end)
(in thousands):
Total assets $ 72,017 $ 65,345 $ 58,665 $64,833 $ 49,763
Total loans net of unearned income 37,617 30,520 29,015 30,366 29,352
Total deposits 60,938 56,150 52,495 58,602 43,946
Total stockholders' equity 6,371 6,109 5,702 5,289 4,992
</TABLE>

14
<PAGE> 16

THE MERGER

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

GENERAL

The Merger Agreement has been approved by the members of the Boards of
Directors of CNB, 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 CNB as the sole shareholder of the Bank.

Pursuant to the Merger Agreement, CNB will be merged with and into
ST-Sub pursuant to the Mississippi Business Corporation Act, and ST-Sub shall
be the surviving corporation in the Merger. Upon the effectiveness of the
Merger, each outstanding share of CNB Common Stock, subject to rights of
dissent and exclusive of shares of CNB Common Stock held in the treasury of
CNB, shall be converted into the right to receive that number of shares of
SouthTrust Common Stock equal to the quotient obtained by dividing (i) $15,800
by (ii) the average last sales price of SouthTrust Common Stock for the twenty
(20) trading days immediately preceding the Effective Time of the Merger, as
reported by Nasdaq (hereinbefore and hereinafter referred to as the "Conversion
Ratio"), provided, however, that the Conversion Ratio shall not be less than
735.94 or greater than 841.55. The Conversion Ratio, including the number of
shares of SouthTrust Common Stock issuable in the Merger, is subject to
appropriate adjustment in the event of certain stock splits, stock dividends or
similar distributions effected by SouthTrust. No fractional shares of
SouthTrust Common Stock will be issued in the Merger, and, in lieu thereof,
each holder of shares of CNB 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.
Because the calculation of the Conversion Ratio is based upon the
average last sales price of SouthTrust Common Stock for the twenty (20) days
immediately preceding the Effective Time of the Merger, the Conversion Ratio
will not be definitively determined until the Effective Time of the Merger.
Based upon the average last sales price of SouthTrust Common Stock for the
twenty (20) days immediately preceding April 7, 1995 (the date of this Proxy
Statement/Prospectus), which average last sales price is $20.80, the
Conversion Ratio would be 759.615, which means that each share of CNB Common
Stock would be converted into the right to receive 759 shares of SouthTrust
Common Stock. See "DESCRIPTION OF SOUTHTRUST CAPITAL STOCK-SouthTrust Common
Stock" and "MARKET AND DIVIDEND INFORMATION RESPECTING THE COMMON STOCK OF
SOUTHTRUST AND CNB." For additional information regarding the terms of the
Merger, see the Merger Agreement which is attached hereto as Exhibit A and "THE
MERGER."
Since the Conversion Ratio will not be definitively determined until
the Effective Time of the Merger, increases in the market price of SouthTrust
Common Stock between April 7, 1995 (the date of this Proxy
Statement/Prospectus) and the Effective Time of the Merger will result in a
decrease in the Conversion Ratio (subject to the limitation that the Conversion
Ratio shall not be less than 735.94) and, therefore, a decrease in the number
of shares of SouthTrust Common Stock into which each share of CNB Common Stock
will be converted in the Merger. Likewise, a decrease in the market price of
SouthTrust Common Stock between April 7, 1995 (the date of this Proxy
Statement/Prospectus) and the Effective Time of the Merger will result in an
increase in the Conversion Ratio (subject to the limitation that the Conversion
Ratio shall not be greater than 841.55) and, therefore, an increase in the
number of shares of SouthTrust Common Stock into which each share of CNB Common
Stock will be converted in the Merger.

Following the Merger, and pursuant to the terms of the Subsidiary
Merger Agreement, the Bank, a wholly owned subsidiary of CNB, shall be merged
with and into ST-Bank, a wholly owned subsidiary of ST-Sub, and ST-

15
<PAGE> 17

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.

Subject to the approval of the Merger Agreement by the shareholders of
CNB, 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 Mississippi, 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 CNB of the Merger.

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

In the summer of 1993, representatives of CNB were approached by
representatives of SouthTrust regarding a possible business combination with
CNB. Discussions between such representatives ensued, and in August 1993, the
parties executed a non-binding letter expressing an interest in pursuing such
a transaction. Thereafter, the parties engaged in discussions looking toward
the execution of a definitive agreement respecting the transaction.
Discussions between the parties terminated in October 1993, when the Board of
Directors of CNB determined that it was not in the best interest of CNB and its
shareholders to pursue a business combination at that time. In September 1994,
SouthTrust resumed discussions with representatives of CNB regarding a possible
business combination with CNB. The parties once again engaged in discussions
looking towards the execution of a definitive agreement respecting the
transaction.

At a Board of Directors meeting held on November 29, 1994, the Board
of Directors of CNB met to review and consider the Merger Agreement. At such
Board of Directors meeting, all of the directors of CNB present at the meeting
voted to approve the Merger and the Merger Agreement, subject to final review
and approval of the Merger Agreement by CNB's Chief Executive Officer and CNB's
counsel and other advisors. Thereafter, on November 29, 1994, the Merger
Agreement was executed by the parties.

The Conversion Ratio, which represents the number of shares of
SouthTrust Common Stock to be exchanged for each outstanding share of CNB
Common Stock, reflects prices that were negotiated on an arm's-length basis
between representatives of CNB and representatives of SouthTrust. There was no
affiliation between CNB 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 CNB 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 CNB's shareholders relative to the
book value and earnings per share of CNB Common Stock; (b) certain information
concerning the financial condition, results of operations and business
prospects of CNB and SouthTrust; (c) the marketability of CNB Common Stock; (d)
the competitive and regulatory environment for financial institutions
generally; (e) the fact that the Merger will enable CNB shareholders to
exchange their shares of CNB Common Stock for shares of common stock of a
larger combined entity, the stock of which is more widely held and more
actively traded and which historically has paid cash dividends; (f)
SouthTrust's ability to provide comprehensive financial services in relevant
markets; and (g) other pertinent information. The Board of Directors of CNB
did not assign any relevant weights to the above factors, but it considered all
of such factors to be material. The Board of Directors believes that it
appropriately addressed all of the relevant concerns in the proposed
transaction with SouthTrust, and it concluded that the terms of the transaction
with SouthTrust are fair to the shareholders of CNB from a financial point of
view. For these reasons, the Board of Directors of CNB did not engage a
financial advisor to issue an opinion that the transaction is fair, from a
financial point of view, to the shareholders of CNB. Based on these factors,
the Board of Directors of CNB has determined that the Merger is in the best
interests of the shareholders of CNB and has approved the Merger Agreement.

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<PAGE> 18

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 CNB and the Bank will
augment SouthTrust's existing market share in the Pascagoula, Mississippi
banking market and enhance its competitive position in such market.

INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER

The Merger Agreement also provides that as of the Effective Time of
the Merger, SouthTrust or one of its banking subsidiaries shall execute an
instrument in writing with Mr. T. K. Harris, Chairman of the Board of Directors
and President of CNB, pursuant to which SouthTrust or such subsidiary shall
assume the obligations of the Bank pursuant to that certain Deferred
Compensation Agreement between Mr. Harris and the Bank dated on or about
December 8, 1988, as amended and restated on June 10, 1993, and that certain
Deferred Compensation Agreement between Mr. Harris and the Bank dated on or
about December 8, 1988, as amended and restated as of August 10, 1994, and
shall execute an instrument in writing with Dr. Harry Burrow, Jr., a director
of CNB, pursuant to which SouthTrust or such subsidiary shall assume the
obligations of the Bank to pay the deferred compensation and other payments
pursuant to that certain Deferred Compensation Agreement between Dr. Burrow and
the Bank dated December 8, 1988, as amended and restated as of August 10, 1994.
In addition, the Merger Agreement provides that as of the Effective Time of the
Merger, SouthTrust and each of Mr. Paul C. Monroe, a director and Senior Vice
President of the Bank, Mr. John R. Blossman, a director of CNB and the Bank,
Mr. Harris and Dr. Burrow shall execute an instrument in writing pursuant to
which SouthTrust shall agree, or shall cause one of its banking subsidiaries to
agree, to pay to Mr. Monroe and Mr. Blossman, on or before July 1, 1995,
$151,763 and $147,252, respectively, plus interest thereon at the annual rate
of 7.50% compounded quarterly from December 31, 1994 through the Effective Time
of the Merger or the date of payment, whichever is later, and to pay to Mr.
Harris and Dr. Burrow, $43,464 and $43,464, respectively, plus interest thereon
at the annual rate of 7.50% compounded quarterly from December 31, 1994 through
the Effective Time of the Merger or the date of payment, whichever is later, in
monthly installments of $1000 commencing on the first day of the month
following the month in which Mr. Harris and Dr. Burrow turn age 65,
respectively, until fully paid.

Pursuant to the Merger Agreement, appropriate steps shall be taken to
terminate all employee benefit plans of CNB as of the Effective Time of the
Merger or as promptly as practicable thereafter, other than the Citizens
National Bank 401(k) Salary Savings Plan (the "CNB PS Plan") and the ESOP.
Following the termination of all

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<PAGE> 19

such employee benefit plans (other than the CNB PS Plan and ESOP), SouthTrust
has agreed to cover the officers and employees of CNB 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 CNB'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 CNB prior to the Effective Time of the Merger shall be given
by SouthTrust to employees for purposes of: (1) determining vacation and sick
leave benefits and accruals, in accordance with the established policies of
SouthTrust; and (2) establishing eligibility for participation in, and vesting
under, SouthTrust's employee benefits plans (including welfare and fringe
benefit plans), and for purposes of determining the scheduling of vacations and
other determinations which are made based on length of service; provided,
however, such credit for past service shall not be given to any such employee
for purposes of establishing eligibility for participation in the 1990
Discounted Stock Plan of SouthTrust.

The Merger Agreement further provides that the CNB PS Plan will, in
SouthTrust's discretion, either be (i) merged into the SouthTrust Corporation
Employee's Profit Sharing Plan (the "ST PS Plan") or (ii) terminated as of such
date prior to, on or after the Effective Time of the Merger. From and after
(i) January 1 following the termination of the CNB PS Plan or (ii) the merger
of the CNB PS Plan into the ST PS Plan, for purposes of determining eligibility
to participate in, and vesting in accrued benefits under both the ST PS Plan
and the SouthTrust Corporation Revised Retirement Income Plan (the "ST
Retirement Plan"), employment with CNB shall be credited as if it were
employment with SouthTrust, but such service shall not be credited for purposes
of determining benefit accrual under the ST Retirement Plan.

EFFECT OF MERGER ON CNB COMMON STOCK

At the Effective Time of the Merger, each outstanding share of CNB
Common Stock, other than shares of CNB Common Stock held by shareholders who
have dissented from the Merger and shares of CNB Common Stock held in CNB's
treasury, shall be converted into the right to receive that number of shares of
SouthTrust Common Stock equal to the quotient obtained by dividing (i) $15,800
by (ii) the average last sales price of SouthTrust Common Stock for the twenty
(20) trading days immediately preceding the Effective Time of the Merger, as
reported by Nasdaq, provided, however, that the Conversion Ratio shall not be
less than 735.94 or greater than 841.55. The Conversion Ratio, including the
number of shares of SouthTrust Common Stock issuable in the Merger, is subject
to appropriate adjustment in the event of certain stock splits, stock dividends
or similar distribution effected by SouthTrust. No fractional shares of
SouthTrust Common Stock will be issued in the Merger, and, in lieu thereof,
each holder of shares of CNB 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.
Because the calculation of the Conversion Ratio is based upon the
average last sales price of SouthTrust Common Stock for the twenty (20) days
immediately preceding the Effective Time of the Merger, the Conversion Ratio
will not be definitively determined until the Effective Time of the Merger. As
a result, increases in the market price of SouthTrust Common Stock between
April 7, 1995 (the date of this Proxy Statement/Prospectus) and the Effective
Time of the Merger will result in a decrease in the Conversion Ratio (subject
to the limitation that the Conversion Ratio shall not be less than 735.94) and,
therefore, a decrease in the number of shares of SouthTrust Common Stock into
which each share of CNB Common Stock will be converted in the Merger.
Likewise, a decrease in the market price of SouthTrust Common Stock between
April 7, 1995 (the date of this Proxy Statement/Prospectus) and the Effective
Time of the Merger will result in an increase in the Conversion Ratio (subject
to the limitation that the Conversion Ratio shall not be greater than 841.55)
and, therefore, an increase in the number of shares of SouthTrust Common Stock
into which each share of CNB Common Stock will be converted in the Merger.

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<PAGE> 20

EFFECTIVE TIME OF THE MERGER
The Merger will become effective upon the effectiveness of appropriate
Articles of Merger relating thereto filed with the Secretary of State of
Mississippi. 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 CNB's shareholders 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 May 5, 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 CNB Common Stock to
such institution as SouthTrust may designate, which institution will act as the
exchange agent for the transaction (the "Exchange Agent"). As promptly as
practicable after the Effective Time of the Merger, the Exchange Agent shall
send a letter of transmittal to each former holder of record of shares of CNB
Common Stock for use in exchanging their certificates formerly representing
shares of CNB Common Stock for exchange and conversion in accordance with the
procedures provided for therein and in the Merger Agreement. The letter of
transmittal will contain detailed instructions concerning the manner of
executing and submitting such stock certificates. At the Effective Time of the
Merger, the holders of shares of CNB Common Stock will cease to be shareholders
of CNB and will have no voting or other rights with respect to shares of CNB
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 CNB Common Stock. As of the Effective
Time of the Merger and except as otherwise indicated below, all holders of
shares of CNB Common Stock shall be deemed to be holders of the shares of
SouthTrust Common Stock into which such shares of CNB Common Stock shall have
been converted in the Merger, whether or not they surrender the stock
certificates representing their shares of CNB 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 CNB Common Stock, and
SouthTrust shall not be obligated to deliver any of the consideration to which
any holder of CNB 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 CNB Common
Stock as provided for in the Merger Agreement. Until the stock certificates
evidencing the shares of CNB 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 CNB Common Stock is unable
to deliver the certificate which represents such holder's CNB 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 CNB 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
CNB 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.

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<PAGE> 21

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 CNB who
are not deemed to be "affiliates" (as that term is defined in the rules under
the Securities Act) of CNB and who do not become affiliates of SouthTrust. The
shares of SouthTrust Common Stock to be issued to affiliates of CNB 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 December 31, 1994, an affiliate of CNB 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 814,256 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 CNB will deliver to
SouthTrust a letter agreement pertaining to the limitations on the
transferability of such affiliate's shares of SouthTrust Common Stock acquired
in the Merger, and whereby such affiliate shall represent and warrant, among
other things, that he or she shall not sell, pledge, transfer, or otherwise
dispose of such shares of SouthTrust Common Stock (i) in violation of the
Securities Act or the rules and regulations thereunder, and (ii) until such
time as financial results covering at least 30 days of combined operations of
CNB 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 CNB 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 CNB in the Merger in
order, among other things, to assure the availability of pooling of interests
accounting treatment, see "Resale of SouthTrust Common Stock Received in the
Merger."

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

The Merger is subject to approval by the Federal Reserve Board.
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 CNB of the Merger
Agreement.
On or about January 18, 1995, SouthTrust filed an application with the
Federal Reserve Board seeking approval to merge CNB into ST-Sub. SouthTrust
received a letter dated February 2, 1995 from the Federal Reserve Board
acknowledging acceptance of SouthTrust's application. The application was
approved on March 28, 1995. The 15 day waiting period after approval by the
Federal Reserve Board, during which the Merger may not be consummated and which
commences the authority of the Justice Department to challenge the Merger on
antitrust grounds, expires on April 12, 1995.

In addition, SouthTrust filed a merger application under Section
81-5-85 of the Mississippi Code 1972 with the Mississippi Department and an
application under Section 18(c) of the Bank Merger Act (the "Bank Merger
Application") with the FDIC on February 2, 1995 and January 26, 1995,
respectively, seeking approval of the Subsidiary Merger. On February 9, 1995,
the Mississippi Department approved SouthTrust's application respecting the
Subsidiary Merger, and on March 31, 1995 the FDIC approved the Bank Merger
Application.

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 CNB are

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<PAGE> 22

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

(i) The Proxy Statement/Prospectus shall have been filed
with the Commission and shall have been cleared thereby or otherwise
authorized for mailing, and the Registration Statement shall have been
filed with and declared effective by the Commission and shall not be
the subject of any stop order or proceedings seeking any stop order,
and SouthTrust shall have received all state securities laws, or "Blue
Sky" permits or other authorizations, or confirmations as to the
availability of exemptions from registration requirements, as may be
necessary to issue the shares of SouthTrust Common Stock pursuant to
the terms of the Merger Agreement;

(ii) The representations and warranties of CNB 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 CNB 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, 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
CNB, based upon advice of counsel, would have a material adverse
effect with respect to the interests of SouthTrust or CNB, as the case
may be;

(v) There shall have been no determination by SouthTrust
that any fact, event or condition exists or has occurred that, in the
reasonable judgment of SouthTrust, (a) would have a material adverse
effect on the Condition (as defined in the Merger Agreement) of CNB on
a consolidated basis or the consummation of the transactions
contemplated by the Merger Agreement, (b) pertains to CNB or the Bank,
and would be of such significance with respect to the Condition of CNB
on a consolidated basis or the 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, or (c) 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 CNB that
any fact, event or condition exists or has occurred that, in the
judgment of CNB, (a) would have a material adverse effect on

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<PAGE> 23

the Condition of SouthTrust 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 reasonable judgment of SouthTrust, any
material adverse requirement upon SouthTrust or its subsidiaries,
including, without limitation, any requirement that SouthTrust sell or
dispose of any significant amount of the assets of CNB 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 CNB or any banking or other
subsidiary of SouthTrust, no such term or condition imposed by any
Regulatory Authority in connection with the grant of any Consent by
any Regulatory Authority, shall be deemed to be a material adverse
requirement unless it materially differs from terms and conditions
customarily imposed by any such entity in connection with the
acquisition of banks and bank holding companies under similar
circumstances;

(ix) The total number of shares of CNB Common Stock
outstanding as of the Effective Time of the Merger, shall not exceed
606.0267 shares in the aggregate;

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

(xi) CNB shall have received the opinion of Deloitte &
Touche LLP, to the effect, among others, that the Merger should
constitute a reorganization within the meaning of Section 368(a) of
the Code, and that no gain or loss will be recognized by the
shareholders of CNB to the extent that they receive SouthTrust Common
Stock in exchange for CNB Common Stock in the Merger. See "CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS."

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

TERMINATION

The Merger Agreement may be terminated at any time prior to the
Effective Time of the Merger: (i) by the mutual consent in writing of
SouthTrust and CNB; (ii) by either SouthTrust or CNB if the Merger shall not
have occurred on or prior to June 30, 1995, provided that the failure to
consummate the Merger on or before June 30, 1995 is not caused by any breach of
any of the representations, warranties, covenants or other agreements contained
in the Merger Agreement by the terminating party; (iii) by either SouthTrust or
CNB (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: (i) SouthTrust shall have determined that any fact,
event or condition exists that, in the reasonable judgment of SouthTrust, (A)
is materially at variance with any warranty or representation of CNB or the
Bank set forth in the Merger Agreement or is a material breach of any covenant
or agreement of CNB or the Bank contained in the Merger Agreement, (B) has a
material adverse effect upon the Condition of CNB on a consolidated basis or
upon the consummation of the transactions contemplated by the Merger Agreement,
(C) pertains to CNB or the Bank and would be of such significance with respect
to the Condition of CNB on a consolidated basis or the economic benefits
expected to be obtained by SouthTrust under the Merger Agreement so as to
render inadvisable consummation of the transactions contemplated by the Merger
Agreement,

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<PAGE> 24

or (D) renders the Merger or the other transactions contemplated by the Merger
Agreement impractical because of any state of war, national emergency, banking
moratorium or general suspension of trading on Nasdaq, the New York Stock
Exchange, Inc. or any other national securities exchange; or (ii) there shall
be any litigation or threat of litigation (A) challenging the validity or
legality of the Merger Agreement or the consummation of the transactions
contemplated by the Merger Agreement, (B) seeking damages in connection with
the consummation of the transactions contemplated by the Merger Agreement or
(C) seeking to restrain or invalidate the consummation of the transactions
contemplated by the Merger Agreement; or (v) by CNB if (i) CNB shall have
determined that any fact, event or condition exists that, in the reasonable
judgment of CNB, (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, (ii) there shall be any
litigation or threat of litigation (A) challenging the validity or legality of
the Merger Agreement or the consummation of the transactions contemplated by
the Merger Agreement, (B) seeking damages in connection with the consummation
of the transactions contemplated by the Merger Agreement or (C) seeking to
restrain or invalidate the consummation of transactions contemplated by the
Merger Agreement, or (iii) CNB shall have determined that any fact, event or
condition exists that, in the reasonable judgment of CNB, 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.

RIGHTS OF DISSENT AND APPRAISAL

A shareholder of CNB is, pursuant to Section 79-4-13.01 et seq. of the
Mississippi Business Corporation Act (the "Dissent Provisions"), entitled to
dissent from, and obtain payment of the fair value of his shares of CNB Common
Stock in the event of the consummation of the Merger pursuant to the Merger
Agreement. A shareholder entitled to dissent and obtain payment for his shares
under the Dissent Provisions may not challenge the corporate action creating
his entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or CNB. The fair value of the CNB Common Stock may differ from the
consideration that a shareholder of CNB is entitled to receive in the Merger.
The following is a summary of the Dissent Provisions, the full text of which is
set forth as Exhibit C to this Proxy Statement/Prospectus.

Under the Dissent Provisions, a record shareholder of CNB may assert
dissenters' rights as to fewer than all the shares registered in his name only
if he dissents with respect to all shares beneficially owned by any one person
and notifies CNB in writing of the name and address of each person on whose
behalf he asserts dissenters' rights. The rights of a partial dissenter are
determined as if the shares as to which he dissents and his other shares were
registered in the names of different shareholders. A beneficial shareholder of
CNB may assert dissenters' rights as to shares held on his behalf only if he
submits to CNB the record shareholder's written consent to the dissent not
later than the time the beneficial shareholder asserts dissenters' rights, and
he does so with respect to all shares of which he is the beneficial shareholder
or over which he has power to direct the vote.

A shareholder of CNB who wishes to assert dissenters' rights must
deliver to CNB, before a vote is taken to approve the Merger Agreement, written
notice of his intent to demand payment for his shares of CNB Common Stock if
the Merger is effectuated and must not vote his shares of CNB Common Stock in
favor of the proposed action. A shareholder of CNB who does not satisfy these
requirements is not entitled to payment for his shares under the Dissent
Provisions. If the Merger Agreement is authorized and approved at the Special
Meeting, CNB will deliver a written dissenters' notice that sets forth the
various requirements of dissent and is accompanied by a copy of the Dissent
Provisions to all shareholders who have satisfied these requirements. A
shareholder of CNB who is sent a dissenters' notice must demand payment,
certify as to whether he acquired beneficial ownership of his shares before the
date of the first announcement of the Merger to the news media and deposit his
certificates evidencing shares of CNB Common Stock in accordance with the terms
of the written dissenters' notice. A shareholder who fails to

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<PAGE> 25

demand payment or deposit his certificates in accordance with the terms of the
written dissenters' notice will not be entitled to payment under the Dissent
Provisions.

As soon as the Merger is effectuated or upon receipt of a payment
demand from a shareholder of CNB, ST-Sub, as the surviving corporation of the
Merger, shall pay each dissenter who has properly demanded payment, certified
his beneficial ownership and deposited his certificates the amount that ST-Sub
estimates to be the fair value of his shares plus accrued interest thereon,
accompanied by, among other things, certain financial statement information, an
explanation of ST-Sub's estimate of the fair value and a copy of the Dissent
Provisions. A dissenter may notify ST-Sub of his estimate of the fair value
and interest due and demand payment of his estimate (less any payment
previously made by ST-Sub pursuant to the Dissent Provisions). A dissenter
waives his right to demand payment of his estimate unless he notifies ST-Sub of
his demand in writing within thirty (30) days after ST-Sub made or offered
payment for his shares. Within sixty (60) days of a shareholder's demand for
the payment of his estimate, ST-Sub shall either commence a judicial proceeding
and petition a court to determine the fair value of the shares and accrued
interest, or pay each dissenter whose demand remains unsettled the amount
demanded by the shareholder. The court may assess the costs, fees and expenses
of the proceeding against ST-Sub, or, if the court finds that all or some of
the dissenters acted arbitrarily, vexatiously or not in good faith, against
some or all of the dissenters.

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

CONDUCT OF BUSINESS BY CNB PENDING THE MERGER

The Merger Agreement provides that, until the Effective Time of the
Merger and except with the prior approval of SouthTrust, CNB 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, CNB 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 CNB; (B) change the number of shares of the authorized, issued or
outstanding capital stock of CNB, 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 CNB, or declare, set
aside or pay any dividend or other distribution with respect to the outstanding
capital stock of CNB, except for the declaration and payment by CNB, at record
and payment dates consistent with past practice, of regular quarterly dividends
not to exceed $20.00 for each outstanding share of CNB Common Stock; (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 (including the borrowing of federal funds and funds from the Federal
Home Loan Bank, in a manner consistent with past practices, to finance the
Bank's residential mortgage loan operations); (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) sell, transfer, convey or otherwise dispose of any real property
(including "other real estate owned") or interest therein having a book value
in excess of or in exchange for consideration in excess of $10,000; (F) pay any
bonuses to any executive officer except pursuant to the terms of an enforceable
written employment agreement and pursuant to the 1994 bonus program for
employees which annual bonuses are disclosed in a Disclosure Schedule delivered
pursuant to the Merger Agreement; enter into any new, or amend in any respect
any existing, employment, consulting, non-competition or independent contractor
agreement with any person; alter the terms of any existing incentive bonus or
commission plan; adopt any new or amend in any material respect any existing
employee benefit plan, except as may be required by law; grant any general
increase in compensation to its employees as a class or to its officers except
for non-executive officers in the ordinary course of business and consistent
with past practices and policies or except in accordance with the terms of an
enforceable written agreement; grant any material increases in fees or other
increases in compensation or in other benefits to any of its directors; or
effect any change in any material respect in retirement benefits to any class
of employees or officers, except as required by law and except as contemplated
by the Merger Agreement; (G) enter into or extend any agreement, lease or
license relating to real property, personal property,

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<PAGE> 26

data processing or bankcard functions relating to CNB that involves an
aggregate of $10,000; or (H) acquire twenty percent (20%) or more of the assets
or equity securities of any person or acquire direct or indirect control of any
person, other than in connection with (1) any internal reorganization or
consolidation involving existing subsidiaries of CNB 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.

CNB also has agreed in the Merger Agreement that it will not, directly
or indirectly, solicit or encourage, including by way of furnishing
information, any inquiries or the making of any proposal which may reasonably
be expected to lead to any takeover proposal with respect to CNB. CNB must
promptly advise SouthTrust orally and in writing of any such inquiries or
proposals received by CNB after the date of the Merger Agreement. For purposes
of the Merger Agreement, "takeover proposal" means any proposal for a merger or
other business combination involving CNB or for the acquisition of a
substantial equity interest in CNB or for the acquisition of a substantial
portion of the assets of CNB.

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

Upon consummation of the Merger, CNB 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 TO HOLDERS OF CNB COMMON STOCK WHO ARE
CITIZENS OF THE UNITED STATES. IT DOES NOT DISCUSS ALL THE TAX CONSEQUENCES
THAT MAY BE RELEVANT TO HOLDERS OF CNB 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 CNB COMMON STOCK
WHO ACQUIRED THEIR CNB 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 CNB 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 CNB 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 CNB Common Stock of the Merger or of
any of the federal income tax effects to SouthTrust, ST-Sub or CNB of the
Merger. Instead, CNB will rely upon an opinion of Deloitte & Touche LLP as to
the federal income tax consequences of the Merger to the holders

25
<PAGE> 27

of CNB Common Stock. The opinion of Deloitte & Touche LLP 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 Deloitte & Touche LLP is based upon certain factual
assumptions. One such assumption is that CNB 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 Deloitte & Touche LLP, which opinion is based upon
various representations and subject to various assumptions and qualifications,
the following federal income tax consequences to the holders of CNB Common
Stock should result from the Merger:

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

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

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

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

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

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

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

DESCRIPTION OF SOUTHTRUST CAPITAL STOCK

GENERAL

The authorized capital stock of SouthTrust consists of 200,000,000
shares of common stock, par value $2.50 per share (referred to throughout this
Proxy Statement/Prospectus as "SouthTrust Common Stock"), and 5,000,000

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<PAGE> 28

shares of Preferred Stock, par value $1.00 per share ("SouthTrust Preferred
Stock"). As of December 31, 1994, 81,425,560 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 CNB."

Voting Rights and Other Matters

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

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

Liquidation Rights

In the event of liquidation, holders of the SouthTrust Common Stock
will be entitled to receive pro rata any assets distributable to stockholders
with respect to the shares held by them, after payment of indebtedness and

27
<PAGE> 29

such preferential amounts as may be required to be paid to the holders of any
SouthTrust Preferred Stock hereafter issued by SouthTrust.

Provisions with Respect to Board of Directors

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

Special Vote Requirements for Certain Amendments to Restated Certificate of
Incorporation

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

Possible Effects of Special Provisions

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

Stockholder Rights Plan

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

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<PAGE> 30

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

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

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

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

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

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.

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<PAGE> 31

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

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<PAGE> 32

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

COMPARATIVE STOCK PRICES PER SHARE

The following table sets forth certain information as to the high and
low last sales price per share of SouthTrust Common Stock for the calendar
quarters indicated. The information listed below with respect to the high and
low last sales prices for SouthTrust Common Stock was obtained from Nasdaq (all
adjusted to reflect a three-for-two stock split effected on January 24, 1992
and a three-for-two split effected on May 19, 1993), and reflects interdealer
prices, without retail markup, markdown or commissions, and may not represent
actual transactions.
<TABLE>
<CAPTION>
SouthTrust
Common Stock
--------------------
High Low
---- ---
<S> <C> <C>
1993:
First Quarter . . . . . . . . . 21 1/8 16 3/4
Second Quarter . . . . . . . . . 22 1/8 18
Third Quarter . . . . . . . . . 21 1/8 18 1/2
Fourth Quarter . . . . . . . . . 19 5/8 17 1/4
1994:
First Quarter . . . . . . . . . 19 3/8 18 1/4
Second Quarter . . . . . . . . . 22 18 1/4
Third Quarter . . . . . . . . . 21 7/8 19 5/8
Fourth Quarter . . . . . . . . . 20 1/4 17 1/8

1995:
First Quarter . . . . . . . . . 21 3/8 18 7/16
Second Quarter
(through April 6, 1995) . . . . 21 9/16 21 1/8
</TABLE>

Shares of CNB 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 CNB Common Stock of
which CNB had knowledge ranged from $6,700 to $13,500 per share. The last sale
of CNB Common Stock of which CNB had knowledge occurred on or about August 19,
1994, at a price of $13,500 per share.
On December 2, 1994 (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 $17 7/8; and on
April 6, 1995, the last sales price of SouthTrust Common Stock, as obtained
from Nasdaq, was $21.5625.

DIVIDENDS

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

31
<PAGE> 33

<TABLE>
<CAPTION>
Dividends Declared Dividends Declared
per share of per share of
SouthTrust Common Stock CNB Common Stock
----------------------- ----------------
<S> <C> <C>
1993:
First Quarter . . . . . . . . . . . $ 0.15 $ 20.00
Second Quarter . . . . . . . . . . . 0.15 20.00
Third Quarter . . . . . . . . . . . 0.15 20.00
Fourth Quarter . . . . . . . . . . 0.15 20.00

1994:
First Quarter . . . . . . . . . . . $ 0.17 $ 20.00
Second Quarter . . . . . . . . . . . 0.17 20.00
Third Quarter . . . . . . . . . . . 0.17 20.00
Fourth Quarter . . . . . . . . . . . 0.17 20.00
</TABLE>

Dividends paid by CNB on the CNB Common Stock are at the discretion of
CNB'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
CNB and other relevant factors. During each of the last five years, the Board
of Directors of CNB has declared and paid a quarterly dividend of $20.00 per
share of CNB 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 CNB by each of their respective subsidiary banks. The amount of
dividends that each subsidiary national bank of SouthTrust may declare in one
year, without approval of the OCC, is the sum of the bank's net profits for
that year and its retained net profits for the preceding two years. Under the
rules of the OCC, the calculation of net profits is more restrictive under
certain circumstances. The banking authorities in the states where SouthTrust
owns state-chartered banks also regulate the payment of dividends by banks
organized in such states. Under the Alabama Banking Code, a state bank may not
declare or pay a dividend in excess of 90% of the net earnings of such bank
until the surplus of the bank is equal to at least 20% of its capital, and
thereafter the prior written approval of the Superintendent of Banks is
required if the total of all dividends declared by the bank in any calendar
year exceeds the total of its net earnings for that year combined with its
retained net earnings for the preceding two years. No dividends, withdrawals
or transfers may be made from the bank's surplus without prior written approval
of the Superintendent of Banks.

Under Title 81 of the Mississippi Code of 1972 (the "Mississippi
Banking Code"), no state bank may declare or pay any dividend upon its common
stock unless it has received the written approval of the Commissioner of
Banking and Consumer Finance.

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

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

32
<PAGE> 34

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 December 31, 1994,
approximately $284 million was available for payment of dividends to SouthTrust
by its bank subsidiaries, and approximately $1,556,000 was available for
payment of dividends to CNB by the Bank.

SHAREHOLDERS

As of December 31, 1994, there were approximately 63 holders of record
of CNB Common Stock.

COMPARISON OF THE COMMON STOCK
OF
SOUTHTRUST AND CNB

The rights of CNB's shareholders are governed by the Articles of
Incorporation of CNB, the Bylaws of CNB and the laws of the State of
Mississippi. 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 CNB's shareholders who become SouthTrust stockholders will be
governed by the laws of the State of Delaware and by SouthTrust's Restated
Certificate of Incorporation and Bylaws. The following summary of the rights
of the holders of shares of SouthTrust Common Stock and the holders of shares
of CNB 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 CNB, the General Corporation Law of the State of
Delaware, and the Mississippi Business Corporation Act.

DIVIDENDS

The sources of funds for payments of dividends by SouthTrust and CNB
are their subsidiaries. Because the primary subsidiaries of SouthTrust and CNB
are financial institutions, payments made by such subsidiaries to SouthTrust
and CNB 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 CNB" for information
concerning the effect of such limitations on SouthTrust's and CNB's ability to
pay dividends. The General Corporation Law of the State of Delaware provides
that, subject to any restrictions in the corporation's certificate of
incorporation, dividends may be declared from the corporation's surplus or, if
there is no surplus, from its net profits for the fiscal year in which the
dividend is declared and the preceding fiscal year. Dividends may not be
declared, however, if the corporation's capital has been diminished to an
amount less than the aggregate amount of all capital represented by the issued
and outstanding stock of all classes having a preference upon the distribution
of assets. The Mississippi Business Corporation Act provides that no
distribution, including dividend distributions, may be made if, after giving it
effect, 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, if the corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders who have superior preferential rights upon dissolution.

33
<PAGE> 35

VOTING RIGHTS AND OTHER MATTERS

The holders of shares of CNB Common Stock and the holders of shares of
SouthTrust Common Stock are each entitled to one vote per share on all matters
brought before the shareholders. The holders of shares of SouthTrust Common
Stock do not have the right to cumulate their votes in the election of
directors, but according to the Articles of Incorporation and Bylaws of CNB,
the shareholders of CNB Common Stock shall be allowed to cumulate their votes.
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 Articles of Incorporation and Bylaws of CNB provide that any
person, firm or corporation (therein referred to as the Tender Offeror) or any
person, firm, or corporation controlling the Tender Offeror, controlled by the
Tender Offeror, or under common control with the Tender Offeror, or any group
of which the Tender Offeror or any of the foregoing persons, firms or
corporations are members, or any other group controlling the Tender Offeror,
controlled by the Tender Offeror, or under control with the Tender Offeror
beneficially owns, directly or indirectly, more than 10% of any class of voting
stock of CNB, then any merger or consolidation of CNB with the Tender Offeror,
or any sale, lease or exchange of substantially all of the assets of CNB or the
Tender Offeror to the other, requires the affirmative vote of the holders of
not less than 80% of the outstanding voting securities of CNB.

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. Mississippi has
enacted similar provisions, but such provisions do not apply to state bank
holding companies authorized by the appropriate regulatory authority to be
owned by any state or national bank or bank holding company.

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 CNB provide that the directors of CNB shall
hold one-year terms.

Delaware law provides (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

34
<PAGE> 36

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 Mississippi Business Corporation Act also permits the
removal of one or more directors with or without cause (unless the articles of
incorporation provide that directors may be removed only for cause), but if
cumulative voting is authorized, a director may not be removed if the number of
votes sufficient to elect him under cumulative voting is voted against his
removal.

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 CNB
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 election of
the shareholders at either an annual meeting or a special meeting called for
such purpose. In the case of death or resignation, the new director shall
serve for the unexpired term of his 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 Mississippi Business
Corporation Act, any action required or permitted to be taken by the
shareholders of a corporation may be taken without a meeting if a written
consent is signed by all of the shareholders entitled to vote on the action.

The Bylaws of CNB also provide that shareholders may take any action
required or permitted to be taken at a meeting of shareholders without a
meeting if a written consent is signed by all of the shareholders entitled to
vote on such action. Further, a special meeting of the shareholders of CNB may
be called by the President or by a majority of the Board of Directors and shall
be called by the President at the request of the holders of not less than 10%
of all of the outstanding shares of CNB entitled to vote at the meeting.

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 CNB 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 CNB Common Stock will be entitled to receive pro rata any
assets distributable to shareholders with respect to the shares held by them,

35
<PAGE> 37

after payment of indebtedness and such preferential amounts as may be required
to be paid to the holders of any preferred stock presently outstanding or
hereafter issued by either corporation.

PREEMPTIVE RIGHTS

The holders of SouthTrust Common Stock and CNB Common Stock do not
have any preemptive rights to purchase additional shares of any class of
securities, including common stock, of SouthTrust or CNB, 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 CNB Common Stock is not
registered under the Exchange Act. CNB provides its shareholders with annual
reports containing audited financial statements of CNB.

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 CNB 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 CNB 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 CNB 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 CNB or related to FDIC assistance provided to a subsidiary in
danger of default -- the other banking subsidiaries of SouthTrust or CNB may be
assessed for the FDIC's loss, subject to certain exceptions.

36
<PAGE> 38

Various federal and state statutory provisions limit the amount of
dividends the subsidiary banks can pay to their holding companies without
regulatory approval. The approval of the OCC is required for any dividend by a
national bank to its holding company if the total of all dividends declared by
such bank in any calendar year would exceed the total of its net profits, as
defined by the OCC, for that year combined with its retained net profits for
the preceding two years less any required transfers to surplus or a fund for
the retirement of any preferred stock. Comparable prohibitions on the
declaration of dividends are imposed by the Alabama Banking Code, the Florida
Banking Code, the North Carolina Banking Code, the South Carolina Banking Code,
the Tennessee Banking Code, the Financial Institutions Code of Georgia and the
Mississippi Banking Code. In addition, a national bank may not pay a dividend
in an amount greater than its net profits then on hand after deducting its loan
losses and bad debts. For this purpose, bad debts are defined to include,
generally, the principal amount of loans which are in arrears with respect to
interest by six months or more or are past due as to payment of principal (in
each case to the extent that such debts are in excess of the reserve for
possible credit losses). Under the foregoing laws and regulations, at December
31, 1994, approximately $284 million was available for payment of dividends to
SouthTrust by its bank subsidiaries. At December 31, 1994, approximately
$1,556,000 was available for payment of dividends to CNB by the Bank. The
payment of dividends by any bank also may be affected by other factors, such as
the maintenance of adequate capital for such subsidiary bank. In addition to
the foregoing restrictions, the Federal Reserve Board has the power to prohibit
dividends by bank holding companies if their actions constitute unsafe or
unsound practices. The Federal Reserve Board has issued a policy statement on
the payment of cash dividends by bank holding companies, which expresses the
Federal Reserve Board's view that a bank holding company experiencing earnings
weaknesses should not pay cash dividends that exceed its net income or that
could only be funded in ways that weaken the bank holding company's financial
health, such as by borrowing. Furthermore, the OCC also has authority to
prohibit the payment of dividends by a national bank when it determines such
payment to be an unsafe and unsound banking practice.

Capital Guidelines

The Federal Reserve Board has issued final risk-based capital
guidelines for bank holding companies and member banks. The guidelines, which
became effective in March 1989, were phased in over four years and, as of
January 1, 1993, were final. Under the guidelines, the minimum ratio of
capital to risk-weighted assets (including certain off-balance sheet items,
such as standby letters of credit) is 8%. To be considered a "well
capitalized" bank or bank holding company under the guidelines, a bank or bank
holding company must have a total risk-based capital ratio in excess of 10%.
At 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.

37
<PAGE> 39

The following table sets forth the various regulatory capital ratios
of each of SouthTrust and CNB 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,
--------------------------
CNB 1994 1993
--- ---- ----
<S> <C> <C>
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . 16.38% 19.14%
Total risk-based capital* . . . . . . . . . . . . . . . 17.63 20.40
Leverage ratio* . . . . . . . . . . . . . . . . . . . . 8.85 9.35

</TABLE>
- -------------------

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

Under the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA"), failure to meet the capital guidelines could subject a
banking institution to a variety of enforcement remedies available to federal
regulatory authorities, including the termination of deposit insurance by the
FDIC.

Recent Legislation

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

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

FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions also became subject
to restrictions on borrowing from the Federal Reserve System, effective
December 19, 1993. In addition, undercapitalized depository institutions are
subject to growth limitations and are required to submit capital restoration
plans. A depository institution's holding company must guarantee the capital
plan, up to an amount equal to the lesser of 5% of the depository institution's
assets at the time it becomes undercapitalized or the amount of the capital
deficiency when the institution fails to

38
<PAGE> 40

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 CNB.

The Riegle-Neal Interstate Banking and Branching Efficiency Act

In September 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Banking Act") became law. The
Interstate Banking Act has two major provisions regarding the merger,
acquisition and operation of banks across state lines. First it provides that
effective September 29, 1995, adequately capitalized and managed bank holding
companies will be permitted to acquire banks in any state. State laws
prohibiting interstate banking or discriminating against out-of-state banks
will be preempted as of the effective date. States cannot enact laws opting
out of this provision; however, states may adopt a minimum restriction
requiring that target banks located 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 caps
which prohibit acquisitions that would result in the acquirer controlling 30%
or more of the deposits of insured banks and thrifts held in the state in which
the acquisition or merger is occurring or in any state in which the target
maintains a branch or 10% or more of the deposits nationwide. State-level
deposit caps are not preempted as long as they do not discriminate against
out-of-state acquirers, and the federal deposit caps apply only to initial
entry acquisitions.

39
<PAGE> 41

In addition to the foregoing, the Interstate Banking Act provides that
as of June 1, 1997, adequately capitalized and managed banks will be able to
engage in interstate branching by merging banks in different states. However,
unlike the interstate banking provision, states may opt out of the application
of this provision by enacting specific legislation before June 1, 1997. If a
state does not opt-out, banks will be required to comply with the state's
provisions with respect to branching across state lines.

CERTAIN INFORMATION CONCERNING THE
BUSINESS OF CNB AND THE BANK

GENERAL

CNB was organized in 1982 as a bank holding company to hold
substantially all of the outstanding capital stock of the Bank. The Bank is a
national banking association which was organized with the primary purpose of
serving the banking needs of the residents of Jackson County, Mississippi 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.

Pascagoula is the largest city in Jackson County, Mississippi.
Jackson County has an aggregate population of approximately 115,000 persons.
The economy of the county is primarily based on the defense industry,
manufacturing and retail.

As of December 31, 1994, the Bank had total deposits of approximately
$60.9 million and total loans of approximately $37.6 million. As of December
31, 1994, the Bank employed approximately 49 persons. The Bank believes that
its relations with its employees are good.

Market Data With Respect to CNB Common Stock

There is not an established trading market in the shares of CNB Common
Stock, and the trading that occurs in the shares of CNB Common Stock is
inactive and is effected in privately negotiated transactions. During the last
two years, the sales price of all shares of CNB Common Stock of which CNB had
knowledge ranged from $6,700 to $13,500 per share. The last sale of shares of
CNB Common Stock of which CNB had knowledge occurred on or around August 19,
1994 at a sales price of $13,500 per share. In each of 1992, 1993 and 1994,
CNB paid quarterly dividends of $20.00 per share to its shareholders.

40
<PAGE> 42

SELECTED FINANCIAL DATA OF CNB

<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------------------------------------------------
(In Thousands) 1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Interest Income $ 3,078 $ 2,860 $ 2,629 $ 2,183 $ 1,910
Provision for Loan Losses (35) 83 243 132 230
Net Income 724 624 584 497 381
Per Share Data:
Net Income 1,168.85 985.55 892.91 731.11 542.98
Cash Dividends 80.00 80.00 80.00 80.00 80.00

Total Average Shareholders'
Equity 6,308 5,867 5,437 4,937 4,675
Total Average Assets 72,713 63,214 61,103 57,112 51,939

Ratios:
Average Equity to Assets 8.68% 9.28% 8.90% 8.64% 9.00%
Return on Average Equity 11.48% 10.64% 10.74% 10.07% 8.15%
Return on Average Assets 1.00% .99% .96% .87% .73%
</TABLE>

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

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

RESULTS OF OPERATIONS

CNB reported a net income of $724,000 in 1994, compared to $624,000 in
1993, and $584,000 in 1992. This represents an increase of 16% in 1994. The
1993 growth in net income represents a 7% increase over 1992 and a 17% increase
in 1992 compared to 1991. The return on average assets for 1994 was 1.0%
compared to .99% in 1993 and .96% in 1992.

CNB's average earning assets were $66,428,000 in 1994, compared to
$57,762,000 in 1993 and $56,278,000 in 1992. Average earning assets increased
by 15% in 1994, compared to an increase of 3% in 1993. The dollar mix of the
average earning assets was relatively unchanged in 1994 with loans also
increasing 15% over 1993. Table 1 shows the composition of CNB's average
earning assets for the years 1994, 1993 and 1992.

NET INTEREST INCOME

Net interest income, the major component of net income for CNB, is a
measure of how management has balanced interest rate sensitive assets and
liabilities and represents the difference between interest income and interest
expense.

The net interest margin reflects changes in the spread between
interest-earning asset yields and interest-bearing liability costs, and the
percentage of interest-earning assets funded by interest-bearing liabilities.
The net interest margin calculated on a tax equivalent basis decreased to 4.75%
during 1994 from 5.06% in 1993, and 4.76% in 1992.

Tax equivalent net interest income in 1994 increased 7.0% to
$3,166,000 compared to an increase of 9.0% to $2,951,000 in 1993 and an
increase of 23.0% to $2,718,000 in 1992.

41
<PAGE> 43

The yield on interest-earning assets decreased 44 basis points from
8.11% in 1993 to 7.67% in 1994. The mix of interest-earning assets remained
fairly constant with loans representing approximately 51% of earning assets for
1994, 1993, and 1992. Securities accounted for approximately 44% of earning
assets in 1994 and 1993. Short-term investments were 4.6% of average earning
assets in 1994 representing a decrease from 10% in 1992 and 5% in 1993. The
mix of average interest-earning assets changed little between 1992 and 1994 and
had small effect on total income received. Growth of earning assets was the
main contribution to increased earnings. Tax equivalent interest income
increased approximately $400,000 over 1993.

Interest expense increased approximately $200,000 or 12% in 1994 over
1993 to produce the $200,000 approximate increase in net interest income of
CNB. The average rate paid on interest-bearing liabilities was 2 basis points
higher in 1994 than 1993. Consequently, the increase in interest expense was
primarily a result of the $5,400,000 growth in interest-bearing liabilities
during the year of 1994. At the end of the first quarter of 1994, the New York
prime rate was raised and increased five times from 6.25% to 8.50% by year-end.
By the end of 1994, CNB had begun to increase rates on its interest-bearing
deposit accounts.

42
<PAGE> 44

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 $ 33,983 $ 3,245 9.55% $29,609 $ 3,005 10.15% $ 29,129 $ 3,124 10.72%
Trading securities
Investment securities 29,361 1,715 5.84% 25,165 1,581 6.28% 21,479 1,474 6.86%
Federal funds sold 3,084 132 4.28% 2,988 89 2.98% 5,670 206 3.63%
---------- ------- ---- ------- -------- ----- -------- ------- -----
Total interest-earning assets 66,428 5,092 7.67% 57,762 4,675 8.09% 56,278 4,804 8.54%

Reserve for possible loan losses 738 753 618
Other assets 7,023 6,205 5,443
---------- ------- --------
Total assets $ 72,713 $63,214 $ 61,103
========== ======= ========

LIABILITIES AND
STOCKHOLDERS' EQUITY

Savings deposits $ 9,933 $ 263 2.65% $ 9,192 $ 273 2.97% $ 12,557 $ 465 3.70%
Interest-bearing demand
deposits 17,144 481 2.81% 17,483 537 3.07% 13,231 528 3.99%
Time deposits 24,199 985 4.07% 22,028 885 4.02% 21,255 1,090 5.13%
--------- ------- ---- ------- -------- ----- -------- ------- -----
Total deposits 51,276 1,729 3.37% 48,703 1,695 3.48% 47,043 2,083 4.43%

Notes payable 3,556 197 5.54% 729 29 3.98% 68 3 4.41%
--------- ------- ---- ------- -------- ----- -------- ------- ----
Total interest-bearing
liabilities 54,832 1,926 3.51% 49,432 1,724 3.49% 47,111 2,086 4.43%

Demand deposits 11,037 7,485 8,125
Other liabilities 536 430 430

Stockholders' equity 6,308 5,867 5,437
--------- ------- --------
Total liabilities and
stockholders' equity $ 72,713 $63,214 $ 61,103
========= ======= ========

Net interest income $ 3,166 $ 2,951 $ 2,718
========= ======= =======
Net interest margin 4.75% 5.06% 4.76%
Net interest spread 4.16% 4.60% 4.11%
</TABLE>

43
<PAGE> 45

RESERVE AND PROVISION FOR POSSIBLE LOAN LOSSES

The provision for possible loan losses was ($34,945) in 1994, $83,432
in 1993, and $242,529 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 $15,000 or .045% of average net
loans, a decrease of $43,000 from $58,000 or .20% of net loans during 1993.
The net charge-offs for 1992 and 1991 were .24% and .28%, respectively.
Management considers the allowance for loan losses 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 $ 36,917 $ 29,770 $ 28,290 $ 29,816 $ 28,852
============ ============ ============ ============ ============

Average Net Loans - During Year $ 33,245 $ 28,856 $ 28,369 $ 29,102 $ 29,248
============ ============ ============ ============ ============

Balance-Beginning of Year $ 750 $ 725 $ 550 $ 500 $ 400

Provision Charged to Expense (35) 83 243 132 230

Recoveries on Loans Previously Charged Off 40 30 50 58 33

Loans Charged Off 55 88 118 140 163
------------ ------------ ------------ ------------ ------------

Balance - End of Year $ 700 $ 750 $ 725 $ 550 $ 500
============ ============ ============ ============ ============

For the Period:
Net charge-offs (recoveries) as % of
average loans .045% .201% .240% .282% .444%

Provision for loan losses as a %
of net charge-offs (233.33)% 143.10% 357.35% 160.98% 176.92%

Provision for loan losses as a %
of net average loans (.105)% .288% .857% .454% .786%

Period End:
Reserve as a % of net loans 1.90% 2.52% 2.56% 1.84% 1.73%

Reserve as a % of non-performing loans
and loans more than 90 days past due 569.11% 373.13% 414.29% 183.33% 81.70%
</TABLE>

44
<PAGE> 46

NON-INTEREST INCOME

CNB continues to emphasize the importance of growth in non-interest
related sources of income. CNB's strategy is to develop new sources of
non-interest related income and to reprice services and products to reflect
their related costs. Non-interest income includes service charges on deposit
accounts, safe deposit box rent, check cashing fees, certain mortgage loan
origination fees, and other fees, commissions and charges. Non-interest income
totaled $688,000, $667,000, and $663,000 for the years 1994, 1993 and 1992,
respectively. In 1994, service charges on deposit accounts increased from
$403,000 to $441,000, or a 9% increase. In large part, this was the result of
an increase in the Bank's deposit account base generated through the new Ocean
Springs, Mississippi, branch bank. Other non-interest income items were steady.

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>
Service charges on deposit accounts $ 151 $ 150 $ 154 $ 1 .67% $ (4) (2.60)%

Credit insurance income 23 24 25 (1) (4.17)% (1) (4.00)%

Customer service fees and other income 514 493 475 21 4.26% 18 3.79%

Loss on trading securities 0 0 0 0 0 0 0

Gain on investment securities 0 0 9 0 0% (9) (100.0)%
-------- --------- -------- -------- -------- --------- -------
Total non-interest income $ 688 $ 667 $ 663 $ 21 3.15% $ 4 .60%
======== ========= ======== ======== ======== ========= =======

</TABLE>

NON-INTEREST EXPENSE

Enhancing operational efficiency without sacrificing the quality of
service to CNB's customers continues to be a priority. CNB continues to
reorganize and refocus its resources whenever the result will be a more
effective and efficient delivery of products and services. CNB's objective is
to continue to increase revenues, primarily through loan growth and increased
fee income, while controlling the growth of expenses.

During 1994, CNB experienced a full year's expense associated with the
opening of a large full-service branch in Ocean Springs, Mississippi, plus the
addition of a permanent credit card department and audit/loan review
department. The largest increase in non-interest expense continued to be in
Salaries and Employee Benefits, where the increase totaled approximately
$132,000 or 10% in 1994, over 1993; and approximately $179,000 or 16% in 1993
over 1992.

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

45
<PAGE> 47

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 $ 1,410 $ 1,278 $ 1,099 $ 132 10.33% $ 179 16.29%

Occupancy expense 165 158 155 7 4.43% 3 1.94%

Equipment and data processing expense 219 201 175 18 8.96% 26 14.86%

Regulatory insurance and fees 167 149 152 18 12.08% (3) (1.97)%

Other expenses:
Advertising and promotion 48 50 21
Amortization 0 0 0
General insurance 51 46 44
Other real estate expenses and charges 81 61 76
Postage 56 46 61
Professional fees 94 65 61
Supplies 73 93 55
Telephone 57 50 38
Other 384 409 344 (25) (6.11)% 65 18.90%
-------- --------- -------- ------- ------- --------- --------
Total other expenses 844 820 700 24 2.93% 120 17.14%
-------- --------- -------- ------- ------- --------- --------
Total non-interest expense $ 2,805 $ 2,606 $ 2,281 $ 199 7.64% $ 325 14.25%
======== ========= ======== ======= ======= ========= ========

</TABLE>

INCOME TAXES

Income tax expense was $272,000 in 1994, compared to $214,000 in 1993,
and $184,000 in 1992. The increase in tax expense over the last two years
resulted from an increase in pre-tax earnings. CNB's effective tax rate was
27% for 1994, 24% for 1993, and 24% for 1992. The increase in the effective
rate for 1994 was primarily due to the relative decline in tax exempt income to
total income. Tax-exempt interest totaled approximately $53,000 in each of the
three years.

LOANS

Loans comprise the major portion of earning assets of CNB,
representing 51% of average earning assets for both 1994 and 1993.

Net loans increased by $7,147,000 or 24% at year end 1994 over year
end 1993. The 1993 increase was $1,480,000 or 5% over December 31, 1992. The
growth in 1994 was primarily the result of a very favorable real estate loan
climate, together with the opening and contribution of our new Ocean Springs,
Mississippi, branch office.

46
<PAGE> 48

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

<TABLE>
<CAPTION>
1994 1993 1992
--------------- ------------ --------------
<S> <C> <C> <C>
Residential real estate $ 21,373 $ 18,344 $ 17,834
Commercial, financial and
agricultural 748 947 723
Non-residential real estate 4,027 2,780 2,780
Construction and land
development 3,375 1,868 960
Consumer, individual and other 8,215 6,764 6,906
--------------- ------------ --------------

Unearned income 121 183 188
--------------- ------------ --------------

Total loans, net of unearned
income $ 37,617 $ 30,520 $ 29,015
=============== ============ ==============
</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 $ 3,940
Over three through twelve months 5,903
Over one through five years 11,290
Over five years 10,188
-------------

Variable rate loans repricing in three months or less 584
-------------
Variable rate loans repricing annually or more frequently, but less
frequently than quarterly 5,712
-------------

Total gross loans $ 37,617
=============
</TABLE>

NON-PERFORMING ASSETS

Non-performing assets are defined as non-accruing loans, accruing
loans which are 90 days or more past due and other real estate owned.
Non-performing assets at year-end 1994 totaled $391,000, compared to $512,000
and $532,000 at year end 1993 and 1992, respectively. Non-performing assets as
a percentage of total loans at year-end equaled 1.0% in 1994, 1.7% in 1993, and
1.8% in 1992. Non-accruing loans and accruing loans past due 90 days or more
as a percentage of total loans at year-end 1994, 1993 and 1992, respectively,
were 0.33%, 0.67% and 0.60%. Other real estate is property the Bank has
acquired through foreclosure. Other real estate totaled $268,000 or 0.7% of
total loans at year end 1994, compared to $311,000 or 1.00% of total loans at
year-end 1993 and $357,000 or 1.2% of total loans at year-end 1992.

The gross interest income which would have been recorded in 1994 if
the loans in non-accruing status as of December 31, 1994 had been current in
accordance with their original terms totaled less than $5,000. CNB did not
recognize any interest income on these loans in 1994.

Table 5, which follows, summarizes CNB'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).

47
<PAGE> 49

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

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Non-Accrual Loans $ 53 $ 152 $ 21 $ 38 $ 358

Other Real Estate Owned 268 311 357 751 1,069

Accruing Loans 90 Days or More Past
Due 70 49 154 262 254
------------ ------------ ------------ ------------ ----------

Total Non-Performing Assets and
Accruing Loans 90 Days or More
Past Due $ 391 $ 512 $ 532 $ 1,051 $ 1,681
============ ============ ============ ============ ==========

Provision for Loan Losses $ (35) $ 83 $ 243 $ 132 $ 230
============ ============ ============ ============ ==========

Net (Charge-offs) Recoveries $ (15) $ (58) $ (68) $ (82) $ (130)
============ ============ ============ ============ ==========

</TABLE>

INVESTMENT SECURITIES

The securities portfolio is the second largest component of CNB's
earning assets with a carrying value of $26,658,000 at year-end 1994, compared
to $27,566,000 at year-end 1993 and $22,358,000 at year-end 1992. The carrying
value is net of unrealized gain or loss on available for sale securities. The
securities portfolio is divided into two categories. The available for sale
classification of securities includes all investment securities which
management believes are subject to sale prior to their contractual maturities.
Through management of its securities portfolio, the Bank can take advantage of
significant changes or anticipated changes in the direction and levels of
interest rates, as well as changes in yield-curve and inter-market spread
relationships. Additionally, this portion of the Bank's securities portfolio
is a secondary liquidity source and provides a balance to interest rate and
credit risks in other categories of the balance sheet.

The securities in the available for sale classification was adopted in
1994 in response to implementation by the Financial Accounting Standards Board
of SFAS No. 115, "Accounting for Center Investments in Debt and Equity
Securities." These securities are now accounted for at fair market value with
unrealized gains or losses excluded from earnings and reported as a separate
component of stockholders' equity until realized. The impact on the
consolidated statement of condition of the implementation of this new
accounting requirement was a decrease in stockholders' equity of $31,000 net of
deferred taxes. This change was adopted during the first quarter of 1994.

The investment securities portfolio consists of debt securities which
the Bank intends to hold to maturity. These securities provide the Bank with a
long-term, relatively stable source of income with minimal credit risk. All
investment securities are carried at their amortized cost.

Average securities increased $4,196,00 or 16.67% in 1994, increased
$3,686,000 or 17.16% in 1993, and increased $2,251,000 or 11.71% in 1992. As a
percentage of average interest-earning assets, average investments increased to
44.20% in 1994, up from 43.57% in 1993, and 38.17% in 1992.

Securities maturing within five years or less at December 31, 1994
represented 87% of total securities, compared to 84% in 1993 and 78% in 1992.

Securities exempt from federal taxes represented 9.4% of the year-end
total portfolio in 1994, 9.2% in 1993 and 11.0% in 1992.

48
<PAGE> 50

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

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 $ 1,770,800 $ 19 $ (26,288) $ 1,744,531
Obligations of U.S. Government
agencies 501,174 (20,314) 480,860
---------------- -------------- ------------

Debt securities 2,271,974 (46,602) 2,225,391
Equity securities 433,700 433,700
---------------- --------------- -------------- ------------

Total Investment Securities
Available for Sale $ 2,705,674 $ 19 $ (46,602) $ 2,659,091
================ =============== ============== ============

DECEMBER 31, 1993

U.S. Treasury Securities $ 2,292,741 $ 44,259 $ 2,337,000
Obligations of U.S. Government
agencies 250,460 540 251,000
---------------- --------------- ------------

Debt securities 2,543,201 44,799 2,588,000
Equity securities 292,000 292,000
---------------- --------------- ------------

Total Investment Securities
Available for Sale $ 2,835,201 $ 44,799 $ 2,880,000
================ =============== ============
</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 $ 1,006,953 $ 997,734
Due after one year through five years 1,265,021 1,227,657
--------------- ---------------

Total debt securities $ 2,271,974 $ 2,225,391
=============== ===============
</TABLE>

49
<PAGE> 51

Actual maturities may differ from contractual maturities because of
the borrowers' right to call or prepay obligations.

Proceeds from sales of investment securities were $620,000 in 1993,
resulting in gross gains of $151. There were no gross losses in 1993 and no
investment securities sales in 1994.

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 $ 7,377,921 $ 589 $ (209,510) $ 7,169,000
Obligations of U.S. Government
corporations and agencies 12,921,751 2,096 (913,847) 12,010,000
Obligations of states and
political subdivisions 2,515,951 94,818 (9,769) 2,601,000
Mortgage-backed securities 1,142,499 2,131 (44,630) 1,100,000
Other securities 40,954 (954) 40,000
---------------- --------------- -------------- ------------

Total $ 23,999,076 $ 99,634 $ (1,178,710) $ 22,920,000
================ =============== ============== ============

DECEMBER 31, 1993
U.S. Treasury Securities $ 9,969,093 $ 229,506 $ (6,599) $ 10,192,000
Obligations of U.S. Government
corporations and agencies 10,746,162 110,350 (38,512) 10,818,000
Obligations of states and
political subdivisions 2,540,445 258,591 (1,036) 2,798,000
Mortgage-backed securities 1,410,669 39,781 (5,450) 1,445,000
Other securities 63,950 50 64,000
---------------- --------------- -------------- ------------

Total $ 24,730,319 $ 638,278 $ (51,597) $ 25,317,000
================ =============== ============== ============
</TABLE>

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 $ 3,046,675 $ 3,039,000
Due after one year through five years 17,582,721 16,499,000
Due after five years through ten years 1,798,973 1,831,000
Due after ten years 428,208 451,000
--------------- ---------------
22,856,577 21,820,000
Mortgage backed securities 1,142,499 1,100,000
--------------- ---------------

Total $ 23,999,076 $ 22,920,000
=============== ===============
</TABLE>

50
<PAGE> 52

Actual maturities may differ from contractual maturities because of
the borrowers' right to call or prepay obligations.

Investment securities with a carrying value of approximately
$10,352,000 in 1994 and $5,914,000 in 1993 were pledged to secure public
deposits and for other purposes required or permitted by law.

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 $ 3,026 5.79%
Over one through five years 6,122 5.69%
Mortgage-backed Securities 608 8.36%
-----------------

Total $ 9,756
=================

Book
Value
----------
Variable rate:
U.S. Government Agencies
and corporations $ --
Mortgage-backed Securities 576
----------

Total $ 576
==========
</TABLE>

FEDERAL FUNDS SOLD

Federal funds sold represent short-term investments of excess funds
and funds reserved for anticipated liquidity needs. Federal funds sold as a
percentage of total earning assets, on an average balance, represented 5% in
1994, 5% in 1993, and 10% in 1992.

DEPOSITS

As the primary source of funds for CNB, average total deposits
increased by approximately $6,125,000 or 10.9% in 1994 and by approximately
$1,020,000 or 1.9% in 1993. Year end deposits at December 31, 1994 were
$60,938,000, an increase of $4,788,000 or 8.5% from December 31, 1993.

On average, deposits in 1994 were approximately $6,000,000 or 10.7%
above 1993. Approximately half of the increase was in non-interest bearing
demand deposits and the remaining $3,000,000 was in time deposits. Included in
time deposits were certificates of deposit in amounts of $100,000 or more.
These certificates totaled approximately $9,914,000 in 1994 and $7,350,000 in
1993. Interest expense for certificates of deposit in excess of $100,000
approximated $389,000 in 1994 and $263,000 in 1993. In 1993, deposits, on
average, increased approximately $1,000,000 or 2% over 1992. The small
increase was primarily in demand accounts.

51
<PAGE> 53

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 $ 11,037 $ 7,485 $ 8,125
Interest bearing demand 17,144 17,483 13,231
Savings 9,933 9,192 12,557
Time 24,199 22,028 21,255
--------------- ------------ --------------

Total $ 62,213 $ 56,188 $ 55,168
=============== ============ ==============
</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 $ 5,742
Over three through twelve months 2,673
Over one through five years 1,499
--------------

Total $ 9,914
==============
</TABLE>

NOTES PAYABLE AND DEBENTURES

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
1994 1993
--------------- ---------------
<S> <C> <C>
Advances from Federal Home Loan Bank, with fixed
interest rates ranging from 5.27% to 6.05% and payable
in monthly installments of approximately $50,000,
including interest, and maturing at various dates
through 2009 $ 3,579,902 $ 2,447,876

3.0% unsecured notes payable to individuals in
monthly installments of $3,324, including
interest through August 1, 2004, issued in 1994.
Proceeds of the debt used to purchase Treasury
Stock 334,360

3.5% unsecured notes payable to individuals in
monthly installments of $3,000, including
interest, through July 1, 1998 issued in 1993.
Proceeds of debt used to purchase Treasury
Stock 122,043 155,555
--------------- ---------------

$ 4,036,305 $ 2,603,431
=============== ===============
</TABLE>

The advances from the Federal Home Loan Bank ("FHLB") are secured by
investments in FHLB stock and depository balances with the FHLB with aggregate
carrying values of $543,000 as of December 31, 1994, and by a blanket
encumbrance equal to 65% of the Bank's first mortgage real estate loans. As of
December 31, 1994, the carrying value of the Bank's first mortgage real estate
loans was approximately $17,444,000.

A portion of the real estate loan portfolio consists of fixed rate
loans on one to four family residences with a maturity ranging up to fifteen
years. The Bank began a policy of funding 50% of the long-term fixed rate
loans

52
<PAGE> 54

with FHLB advances as listed above. The Bank is not currently keeping new
long-term fixed rate loans for investment.

Long-term debt is scheduled to mature as follows:

<TABLE>
<S> <C>
1995 $ 476,435
1996 459,467
1997 446,151
1998 420,970
1999 391,906
Later 1,841,376
---------------

Total $ 4,036,305
===============
</TABLE>

LIQUIDITY

Liquidity for a financial institution can be expressed in terms of
maintaining sufficient funds available to meet both expected and unanticipated
obligations in a cost effective manner. Adequate liquidity allows CNB to meet
the demands of both borrowers and depositors on a timely basis, as well as to
pursue other investment and business opportunities as they arise. Thus,
liquidity is maintained through CNB's ability to convert assets into cash
through investing certain funds on a short-term basis, to manage the maturities
of liabilities and to generate funds on a short-term basis, including the
attraction of new deposits.

The consolidated statements of cash flows can be used to review CNB's
cash flows from operating, investing, and financing activities.

No trends in the sources or uses of cash by CNB are expected to have
an adverse impact on CNB'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 CNB (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 CNB 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 CNB through the payment of
dividends and income tax benefits.

CAPITAL

The assessment of capital adequacy is dependant on several factors
including asset quality, earnings trends, liquidity, and economic conditions.
Management continually monitors current and projected capital adequacy
positions. Maintaining adequate capital levels is integral to provide stability
to CNB.

Stockholders' equity was $6,370,581 (8.9% of total assets) at December
31, 1994, as compared to $6,108,781 (9.4% of total assets) at December 31,
1993. During 1994, net income added $724,152 to stockholders' equity. Net
income for 1994 reflects an expense of $10,000 related to the contribution of
treasury stock by CNB to the ESOP. The total purchase of treasury stock by the
ESOP was $31,200, and such amount was added to stockholders' equity during
1994. Dividends of $49,518 were paid by CNB during 1994.

Under risk-based capital guidelines adopted by the Federal Reserve
Board, large bank holding companies with consolidated assets exceeding $150
million are required to maintain minimum ratios of capital to risk weighted
assets. The rules require a risk- based capital ratio of 8%, at least one-half
of which capital must be comprised of "Core" or Tier I capital elements,
including common equity, retained earnings, and a limited amount of the
allowance for loan losses. In addition, the guidelines also establish minimum
leverage ratios requiring that banking organizations

53
<PAGE> 55

maintain Tier I capital of at least 3% of average assets. CNB's consolidated
assets are significantly less than $150 million, and, as a result, CNB is not
subject to the general risk-based capital guidelines.

The OCC, which is the Federal agency regulating national banking
associations, has also established capital guidelines for commercial banks.
The guidelines established by the OCC, which are applicable to CNB's banking
subsidiary, are generally similar to those established by the Federal Reserve
Board for bank holding companies.

CNB and its banking subsidiary have capital ratios in excess of
regulatory guidelines and management expects that these ratios will continue to
be maintained above minimum required levels.

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

<TABLE>
<CAPTION>
1994 1993
-------------- -------------
<S> <C> <C>
CNB Capital Corp.:

Tier I risk based capital ratio 16.38% 19.14%
Tier II risk based capital ratio 17.63% 20.40%
Leverage ratio 8.85% 9.35%

1994 1993
-------------- -------------
Citizens National Bank:

Tier I risk based capital ratio 16.83% 18.76%
Tier II risk based capital ratio 18.09% 20.02%
Leverage ratio 9.09% 9.16%
</TABLE>

BENEFICIAL OWNERSHIP OF CNB COMMON STOCK AND PREFERRED STOCK

CNB is authorized under its Articles of Incorporation to issue 500,000
shares of CNB Common Stock. As of the Record Date, CNB had issued and
outstanding 606.0267 shares of CNB Common Stock. The following table sets
forth information as of the Record Date with respect to the beneficial
ownership of CNB Common Stock by (i) each person who is the beneficial owner of
more than 5% of the outstanding shares of CNB Common Stock,(ii) each director
of CNB, (iii) each of the executive officers of CNB and (iv) all executive
officers and directors of CNB as a group. Management of CNB 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 CNB 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 CNB."

54
<PAGE> 56

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL
NAME OF OWNERSHIP(1) OF CNB PERCENT OF CLASS OF
BENEFICIAL OWNER COMMON STOCK CNB COMMON STOCK
- ------------------------- ---------------- ------------------
<S> <C> <C>
5% SHAREHOLDERS:

Arthemise A. Blossman, Q.T.I.P. Trust 102.7600 16.95%
Post Office Box 1110
Ocean Springs, Mississippi 39564

E.W. Blossman, Residuary Trust 98.0000 16.17%
Post Office Box 1110
Ocean Springs, Mississippi 39564

John R. Blossman(2) 91.6050(3)(4) 15.12%
P.O. Box 1110
Ocean Springs, Mississippi 39564

Harry E. Burrow, Jr., M.D.(2) 33.1150(3)(5) 5.46%
1909 Beach Boulevard
Pascagoula, Mississippi 39567

Citizens National Bank Employee Stock Ownership 82.9176 13.68%
Stock Bonus Plan
Post Office Box 1758
Pascagoula, Mississippi 39568-1758

B.H. Krebs(2) 30.3900(3)(6) 5.01%
2809 Denny Avenue
Pascagoula, Mississippi 39581

DIRECTORS AND EXECUTIVE OFFICERS:

Thomas B. Gallaspy, Jr. 20.5400(3)(7) 3.39%
T.K. Harris, Sr. 16.0000(3) 2.64%
Robert C. Mayer 1.0000(3)(4) .02%
Walter H. Stuart, III 0.0741(3)(8) .01%

All directors and executive
officers of CNB as a
group (7 persons) 192.7241(3)(4) 31.80%
</TABLE>

_________________
(1) Includes all shares held directly as well as by spouses and minor children
over which shares the named individuals or group of individuals exercise
sole or shared voting or investment power.
(2) Messrs. Blossman, Burrow and Krebs are directors of CNB.
(3) Does not include 102.7600 shares and 98.0000 shares which are owned of
record by the Arthemise A. Blossman Q.T.I.P. Trust and the E.W. Blossman
Residuary Trust, respectively, and with respect to which the members of
the Board of Directors of the Bank share in the voting power. Messrs.
Blossman, Burrow, Krebs, Gallaspy, Harris, Mayer and Stuart each are
members of the Board of Directors of the Bank.
(4) Does not include 25.0000 shares which are owned of record by The Blossman
Companies, Inc. Employee Stock Ownership Plan (the "Blossman ESOP") and
with respect to which Messrs. Blossman and Mayer, as members of the
Blossman ESOP's Administration Committee, share in the voting and
investment power.
(5) Includes 0.5250 shares owned by spouse, Jackie Walker Burrow.
(6) Includes 5.0000 shares owned jointly with his spouse, Rita Jean Krebs.
(7) All shares are owned jointly with his spouse, Laura N. Gallaspy.
(8) All shares are owned jointly with his spouse, Tami M. Stuart.

55
<PAGE> 57

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
December 31, 1994 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 CNB 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 Deloitte & Touche LLP, 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 CNB 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 scheduled for
April 19, 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."

56
<PAGE> 58

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.

57
<PAGE> 59

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
OF CNB CAPITAL CORP.

<TABLE>
<CAPTION>
CAPTION PAGE
- -------------------------------------------------------------------------------------- ----
<S> <C>
Consolidated Financial Statements:
Report of Independent Auditors...................................................... F-2
Consolidated Balance Sheets -- December 31, 1994 and 1993........................... F-3
Consolidated Statements of Earnings for the years ended December 31, 1994, 1993 and
1992............................................................................. F-4
Consolidated Statements of Changes in Stockholders' Equity for the years ended
December 31, 1994, 1993 and 1992................................................. F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993
and 1992......................................................................... F-6
Notes to Consolidated Financial Statements.......................................... F-8
</TABLE>

F-1
<PAGE> 60

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of CNB Capital Corp.

We have audited the consolidated balance sheets of CNB Capital Corp. 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. 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, such financial statements present fairly, in all material
respects, the consolidated financial position of CNB Capital Corp. and
subsidiary as of December 31, 1994 and 1993, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1994.

/s/ DELOITTE & TOUCHE LLP

Jackson, Mississippi
January 24, 1995

F-2
<PAGE> 61

CNB CAPITAL CORP. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1994 AND 1993

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
ASSETS
Cash and due from banks (Notes 2 and 9)......................... $ 3,191,945 $ 2,101,257
Federal funds sold and securities purchased under reverse
repurchase agreements......................................... 1,000,000 1,000,000
----------- -----------
Cash and cash equivalents............................. 4,191,945 3,101,257
Investment securities available for sale (approximate amortized
cost of $2,706,000 in 1994 and $2,835,000 in 1993)............ 2,659,091 2,835,201
Investment securities held to maturity (approximate fair value
of $22,920,000 in 1994 and $25,317,000 in 1993 (Notes 1b, 4
and 9))....................................................... 23,999,076 24,730,319
Loans held for sale (Note 1c)................................... 232,675 844,932
Loans, net of unearned income................................... 37,617,416 30,519,530
Less -- allowance for possible loan losses.................... 700,000 750,000
----------- -----------
Loans, net (Notes 1c, 5, 6 and 9)............................... 36,917,416 29,769,530
Premises and equipment, net (Notes 1d and 7).................... 1,719,223 1,815,028
Real estate acquired by foreclosure, net (Note 1e).............. 268,298 311,096
Accrued interest receivable..................................... 623,875 587,495
Cash surrender value of officers' life insurance, face value of
$1,850,000 (Note 10).......................................... 1,087,426 1,051,156
Other assets (Note 12).......................................... 317,640 298,724
----------- -----------
TOTAL ASSETS.......................................... $72,016,665 $65,344,738
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits (Note 8):
Non-interest bearing....................................... $12,280,006 $ 7,772,419
Interest bearing........................................... 48,658,228 48,377,870
----------- -----------
Total deposits........................................ 60,938,234 56,150,289
Long-term debt (Note 9)......................................... 4,036,305 2,603,431
Accrued interest payable........................................ 121,079 150,223
Accrued taxes and other liabilities (Notes 10 and 12)........... 550,466 332,014
----------- -----------
Total liabilities..................................... 65,646,084 59,235,957
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS' EQUITY (Note 11):
Common stock, $2 par value, 500,000 shares authorized, 888.75
shares issued.............................................. 1,778 1,778
Surplus....................................................... 2,380,055 2,380,055
Retained earnings............................................. 5,565,108 4,890,474
Unrealized loss on investment securities available for sale,
net of income taxes of $15,838............................. (30,745)
----------- -----------
7,916,196 7,272,307
Less cost of treasury stock (282.7233 shares in 1994 and
255.9041 shares in 1993)................................... 1,545,615 1,163,526
----------- -----------
Total stockholders' equity............................ 6,370,581 6,108,781
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...................... $72,016,665 $65,344,738
========== ==========
</TABLE>

See notes to Consolidated Financial Statements.

F-3
<PAGE> 62

CNB CAPITAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans (Note 1c)..................... $3,245,312 $3,005,432 $3,124,154
Interest and dividends on investment securities (Note
1b):
Taxable............................................... 1,462,322 1,324,481 1,212,118
Non-taxable........................................... 166,728 169,094 173,018
Interest on federal funds sold and securities purchased
under agreements to resell and other.................. 131,571 89,196 206,027
---------- ---------- ----------
Total interest income............................ 5,005,933 4,588,203 4,715,317
INTEREST EXPENSE:
Interest on deposits (Note 8)............................ 1,724,501 1,692,543 2,081,027
Interest on long-term debt and other borrowings.......... 203,696 36,145 5,786
---------- ---------- ----------
Total interest expense........................... 1,928,197 1,728,688 2,086,813
---------- ---------- ----------
NET INTEREST INCOME........................................ 3,077,736 2,859,515 2,628,504
PROVISION (REDUCTION OF ALLOWANCE) FOR POSSIBLE LOAN LOSSES
(Note 6)................................................. (34,945) 83,432 242,529
---------- ---------- ----------
NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN
LOSSES................................................... 3,112,681 2,776,083 2,385,975
NON-INTEREST INCOME:
Service charges on deposits.............................. 151,251 150,363 153,515
Other account charges, fees and commissions.............. 427,244 417,977 345,773
Investment securities gains.............................. 151 9,077
Other.................................................... 109,913 98,950 154,552
---------- ---------- ----------
Total non-interest income........................ 688,408 667,441 662,917
NON-INTEREST EXPENSE:
Salaries and employee benefits........................... 1,410,276 1,278,233 1,098,815
Net occupancy expense.................................... 164,990 157,708 155,214
Equipment expense........................................ 202,329 186,026 160,339
Other.................................................... 1,027,342 983,811 866,962
---------- ---------- ----------
Total non-interest expense....................... 2,804,937 2,605,778 2,281,330
---------- ---------- ----------
EARNINGS BEFORE INCOME TAXES............................... 996,152 837,746 767,562
PROVISION FOR INCOME TAXES (Notes 1f and 12)............... 272,000 214,044 184,000
---------- ---------- ----------
NET EARNINGS............................................... $ 724,152 $ 623,702 $ 583,562
========= ========= =========
EARNINGS PER SHARE (Note 1i)............................... $ 1,168.85 $ 985.55 $ 892.91
========= ========= =========
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 63

CNB CAPITAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
1994 1993 1992
----------- ----------- ----------
<S> <C> <C> <C>
COMMON STOCK:
Balance at beginning of year........................... $ 1,778 $ 1,778 $ 1,778
----------- ----------- ----------
Balance at end of year................................. 1,778 1,778 1,778
----------- ----------- ----------
SURPLUS:
Balance at beginning of year........................... 2,380,055 2,380,055 2,380,055
----------- ----------- ----------
Balance at end of year................................. 2,380,055 2,380,055 2,380,055
----------- ----------- ----------
RETAINED EARNINGS:
Balance at beginning of year........................... 4,890,474 4,318,153 3,787,050
Net earnings........................................... 724,152 623,702 583,562
Cash dividends ($80 per share)......................... (49,518) (51,381) (52,459)
----------- ----------- ----------
Balance at end of year................................. 5,565,108 4,890,474 4,318,153
----------- ----------- ----------
UNREALIZED LOSS ON INVESTMENT SECURITIES AVAILABLE FOR
SALE:
Balance at beginning of year........................... 0
Change in unrealized loss.............................. (30,745)
-----------
Balance at end of year................................. (30,745)
-----------
TREASURY STOCK:
Balance at beginning of year........................... (1,163,526) (998,313) (879,685)
Issuance of shares from treasury....................... 31,200 1,000
Acquisition of shares -- at cost....................... (413,289) (166,213) (118,628)
----------- ----------- ----------
Balance at end of year................................. (1,545,615) (1,163,526) (998,313)
----------- ----------- ----------
STOCKHOLDERS' EQUITY AT END OF YEAR...................... $ 6,370,581 $ 6,108,781 $5,701,673
========== ========== =========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 64

CNB CAPITAL CORP. 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 earnings................................... $ 724,152 $ 623,702 $ 583,562
Adjustments to reconcile net earnings to net
cash provided by (used in) operating
activities:
Provision for loan losses................... (34,945) 83,432 242,529
Provision for depreciation and
amortization.............................. 145,708 129,731 117,507
Amortization of investment security
discounts and premiums.................... 152,282 193,508 85,438
Deferred income tax benefit................. (35,000) (51,989) (98,000)
Write-down of real estate acquired by
foreclosure............................... 47,618 48,576 28,007
Loss on sale of real estate acquired by
foreclosure............................... 21,521 80,192 57,729
Gain on sale of investment securities....... (151) (9,077)
Loans held for sale originated.............. (7,380,510) (5,446,673) (4,225,852)
Proceeds from loans held for sale........... 7,992,767 5,366,666 3,546,034
Increase in accrued interest receivable..... (36,380) (33,262) (17,324)
(Increase) decrease in other assets......... 31,922 (53,145) 12,970
Increase (decrease) in accrued interest
payable................................... (29,144) 14,928 (87,297)
Increase (decrease) in accrued taxes and
other liabilities......................... 218,452 (1,070) (385,565)
----------- ----------- ------------
Net cash provided by (used in) operating
activities............................. 1,818,443 954,445 (149,339)
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities held to
maturity.................................... (2,682,485) (9,988,607) (16,666,208)
Purchase of investment securities available for
sale........................................ (2,728,583)
Proceeds from maturities and pay-downs of
investment securities held to maturity...... 3,619,556 3,967,752 11,208,154
Proceeds from maturities and pay-downs of
investment securities available for sale.... 2,500,000
Proceeds from sales of investment securities
held to maturity............................ 762,000
Proceeds from sales of investment securities
available for sale.......................... 620,000
Proceeds from sales of real estate acquired by
foreclosure................................. 81,500 346,933 561,538
Purchase of real estate and real estate
additions................................... (8,239) (110,000)
Net (increase) decrease in loans............... (7,212,542) (2,499,654) 1,710,470
Purchases of premises and equipment............ (49,904) (438,523) (333,258)
Sales of premises and equipment................ 3,540 1,759
Increase in cash surrender value of officers'
life insurance.............................. (36,270) (24,139) (97,756)
----------- ----------- ------------
Net cash used in investment activities.... (6,516,967) (8,122,698) (2,853,301)
----------- ----------- ------------
</TABLE>

(Continued)

F-6
<PAGE> 65

<TABLE>
<CAPTION>
1994 1993 1992
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits............ $ 4,787,945 $ 3,655,781 $ (6,107,599)
Proceeds from issuance of long-term debt....... 1,500,000 2,500,000
Payments on long-term debt..................... (411,376) (62,782)
Issuance of treasury stock..................... 31,200 1,000
Payments to acquire treasury stock............. (69,039) (118,628)
Cash dividends paid............................ (49,518) (51,381) (52,459)
----------- ----------- ------------
Net cash provided by (used in)
financing activities................. 5,789,212 6,042,618 (6,278,686)
----------- ----------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.................................... 1,090,688 (1,125,635) (9,281,326)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR... 3,101,257 4,226,892 13,508,218
----------- ----------- ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR......... $ 4,191,945 $ 3,101,257 $ 4,226,892
========== ========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Noncash activities:
Real estate acquired by foreclosure......... $ 99,601 $ 171,309 $ 253,674
========== ========== ===========
Issuance of long-term debt to acquire
treasury stock............................ $ 344,250 $ 166,213
========== ==========
Unrealized loss on investment securities
available for sale, net................... $ (30,745)
==========
Interest paid.................................. $ 1,655,946 $ 1,437,967 $ 2,172,654
========== ========== ===========
Income taxes paid.............................. $ 246,487 $ 399,481 $ 230,686
========== ========== ===========
</TABLE>

See notes to consolidated financial statements.

F-7
<PAGE> 66

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Principles of Consolidation. The consolidated financial statements
include the accounts of CNB Capital Corp. and its wholly-owned subsidiary,
Citizens National Bank (collectively "the Company"). All material intercompany
transactions and balances have been eliminated.

b. Investment Securities. In May 1993 the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
115 "Accounting for Certain Investments in Debt and Equity Securities." This
statement requires that only debt securities that the Company has the positive
intent and ability to hold to maturity be classified as held to maturity and
reported at amortized cost; all other debt securities are reported at fair
value. SFAS 115 further requires that realized and unrealized gains and losses
on securities classified as trading account assets shall be recognized in
current operations. Securities not classified as held to maturity or trading are
classified as available for sale, with the related unrealized gains and losses
excluded from earnings and reported net of tax as a separate component of
stockholders' equity until realized. This pronouncement is effective for fiscal
years beginning after December 15, 1993. The Company adopted SFAS No. 115
effective January 1, 1994. In accordance with the provisions of this
pronouncement, prior years' financial statements were not restated. At January
1, 1994, adopting SFAS No. 115 resulted in a net unrealized gain of
approximately $30,000.

Investment securities held to maturity are carried at cost, adjusted for
the amortization of premiums and the accretion of discounts. Premiums and
discounts are amortized and accreted to operations using the level yield method,
adjusted for prepayments as applicable. Management has the positive intent and
the Company has the ability to hold these assets as long-term investments until
their estimated maturities. Under certain circumstances (including the
significant deterioration of the issuer's credit worthiness or a significant
change in tax-exempt status or statutory or regulatory requirements), securities
held to maturity may be sold or transferred to another portfolio.

At December 31, 1994, investment securities available for sale are carried
at fair value. Unrealized gains and losses are excluded from earnings and
reported net of tax, as a separate component of stockholders' equity until
realized. Securities within the available-for-sale portfolio may be used as part
of the Company's asset/liability strategy and may be sold in response to changes
in interest rate risk, prepayment risk or other similar economic factors. Prior
to December 31, 1993, investment securities available for sale were carried at
the lower of amortized cost or fair value. Net unrealized losses were recognized
in a valuation allowance by a charge to current operations. The specific
identification method is used to compute gains or losses on the sale of these
assets. Interest earned on these assets is included in interest income.

The Company does not maintain trading accounting securities.

c. Loans and Allowance for Possible Loan Losses. Loans held for investment
are stated at the amount of unpaid principal, reduced by unearned income and the
allowance for possible loan losses. Unearned income on installment loans is
recognized as income over the terms of the loans by a method which approximates
the interest method. Interest on other loans is calculated by the simple
interest method on daily balances of the principal amount outstanding. The
allowance for possible loan losses is established through a provision for loan
losses charged to expenses. Loans are charged against the allowance for possible
loan losses when management believes that the collectibility of the principal is
unlikely. The allowance is an amount 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 borrower's
ability to pay. Accrual of interest is discontinued on a loan when management
believes, after considering

F-8
<PAGE> 67

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

economic and business conditions and collection efforts, that the borrower's
financial condition is such that collection of interest is doubtful.

Loans held for sale are stated at the lower of cost or market and
principally represent residential mortgage real estate loans originated to sell
to another institution.

d. Premises and Equipment. Premises and equipment are carried at cost less
accumulated depreciation and amortization. Depreciation expense is computed
principally by the straight-line method over the estimated useful lives of the
assets. Leasehold improvements are amortized by the straight-line method over
the periods of the leases or the estimated useful lives, whichever is shorter.

e. Real Estate Acquired by Foreclosure. Real estate acquired by
foreclosure is recorded at the lesser of the outstanding loan amount (including
accrued interest, if any) or fair value, less estimated costs to sell, at the
time of foreclosure. Any resulting loss on foreclosure is charged to the
valuation allowance for possible loan losses and a new basis is established in
the property. A valuation allowance is established to reflect declines in value
subsequent to acquisition, if any, below the new basis. Required developmental
costs associated with foreclosed property under construction are capitalized and
considered in determining the fair value of the property. Operating expenses of
such properties, net of related income, and gains and losses on their
disposition are included in other non-interest expenses.

f. Income Taxes. Deferred income tax liabilities and assets are determined
based on the differences (principally tax depreciation, the loan loss provision,
write-downs of real estate acquired by foreclosure, and deferred compensation)
between the financial statement and tax bases of assets and liabilities using
enacted rates in effect in the years in which the differences are expected to
reverse.

g. Employee Benefit Plans. The Company has an employee stock ownership
stock bonus plan covering substantially all of its full-time employees.
Contributions to the plan are determined at the discretion of the Board of
Directors. Contribution expense approximated $10,000 in 1994, none in 1993 and
$30,000 in 1992.

During 1993, the Company adopted a defined contribution profit sharing
401(k) plan which covers all full-time employees who have completed one year of
service and have attained the age of 21 years. The plan provides for matching
employer contributions equal to 100% of the first 4% contributed by the
employee. Effective in 1993, employer contributions were 50% of the first 2% of
employee contributions. Contribution expense approximated $31,000 in 1994 and
$7,000 in 1993.

h. Deferred Compensation Agreement. The present value of the deferred
compensation agreement obligations is being accrued over the service periods by
a method which approximates the interest method using interest rates ranging
from 7.0% to 10.5%.

i. Earnings Per Share. Earnings per share are computed on the basis of the
weighted average number of common shares outstanding during the year.

j. Statements of Cash Flows. For purposes of reporting cash flows, cash
and cash equivalents include cash, due from banks, federal funds sold and
securities purchased under reverse repurchase agreements. Federal funds are
typically sold for one to three-day periods.

k. Reclassifications. Certain reclassifications have been made to the 1993
and 1992 consolidated financial statements in order to conform with the 1994
method of presentation.

2. CASH AND DUE FROM BANKS

The Company is required to maintain average reserve balances with the
Federal Reserve Bank. Cash and due from banks in the consolidated balance sheets
included amounts so restricted of approximately $695,000 (1994) and $631,000
(1993).

F-9
<PAGE> 68

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. INVESTMENT SECURITIES AVAILABLE FOR SALE

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................... $1,770,800 $ 19 $ (26,288) $1,744,531
Obligations of U.S. Government agencies.... 501,174 (20,314) 480,860
---------- ---------- ----------
Debt securities............................ 2,271,974 (46,602) 2,225,391
Equity securities.......................... 433,700 433,700
---------- ---------- ---------- ----------
$2,705,674 $ 19 $ (46,602) $2,659,091
========= ======== ======== =========
DECEMBER 31, 1993
U.S. Treasury Securities................... $2,292,741 $ 44,259 $2,337,000
Obligations of U.S. Government agencies.... 250,460 540 251,000
---------- ---------- ----------
Debt securities............................ 2,543,201 44,799 2,588,000
Equity securities.......................... 292,000 292,000
---------- ---------- ----------
$2,835,201 $ 44,799 $2,880,000
========= ======== =========
</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....................................... $1,006,953 $ 997,734
Due after one year through five years......................... 1,265,021 1,227,657
---------- ----------
Total debt securities............................... $2,271,974 $2,225,391
========= =========
</TABLE>

Actual maturities may differ from contractual maturities because of the
borrowers' right to call or prepay obligations.

Proceeds from sales of investment securities were $620,000 in 1993 and
$762,000 in 1992, resulting in gross gains of $151 in 1993 and $9,000 in 1992.
There were no gross losses in 1993 or 1992 and no investment securities sales in
1994.

F-10
<PAGE> 69

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

4. INVESTMENT SECURITIES HELD TO MATURITY

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

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1994
U.S. Treasury Securities............ $ 7,377,921 $ 589 $ (209,510) $ 7,169,000
Obligations of U.S. Government
corporations and agencies........ 12,921,751 2,096 (913,847) 12,010,000
Obligations of states and political
subdivisions..................... 2,515,951 94,818 (9,769) 2,601,000
Mortgage-backed securities.......... 1,142,499 2,131 (44,630) 1,100,000
Other securities.................... 40,954 (954) 40,000
----------- ---------- ----------- -----------
Total....................... $23,999,076 $ 99,634 $(1,178,710) $22,920,000
========== ======== ========== ==========
DECEMBER 31, 1993
U.S. Treasury Securities............ $ 9,969,093 $ 229,506 $ (6,599) $10,192,000
Obligations of U.S. Government
corporations and agencies........ 10,746,162 110,350 (38,512) 10,818,000
Obligations of states and political
subdivisions..................... 2,540,445 258,591 (1,036) 2,798,000
Mortgage-backed securities.......... 1,410,669 39,781 (5,450) 1,445,000
Other securities.................... 63,950 50 64,000
----------- ---------- ----------- -----------
Totals...................... $24,730,319 $ 638,278 $ (51,597) $25,317,000
========== ======== ========== ==========
</TABLE>

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................................... $ 3,046,675 $ 3,039,000
Due after one year through five years..................... 17,582,721 16,499,000
Due after five years through ten years.................... 1,798,973 1,831,000
Due after ten years....................................... 428,208 451,000
----------- -----------
22,856,577 21,820,000
Mortgage-backed securities................................ 1,142,499 1,100,000
----------- -----------
$23,999,076 $22,920,000
========== ==========
</TABLE>

Actual maturities may differ from contractual maturities because of the
borrowers' right to call or prepay obligations.

Investment securities with a carrying value of approximately $10,352,000
(1994) and $5,914,000 (1993) were pledged to secure public deposits and for
other purposes required or permitted by law.

F-11
<PAGE> 70

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. LOANS

Loans held for investment were as follows:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Commercial, financial and industrial...................... $ 698,885 $ 889,508
Real estate -- mortgage................................... 25,401,421 21,124,040
Real estate -- construction............................... 3,424,440 1,925,297
Installment............................................... 8,213,949 6,763,402
----------- -----------
37,738,695 30,702,247
Less unearned income...................................... 121,279 182,717
----------- -----------
$37,617,416 $30,519,530
========== ==========
</TABLE>

Loans on which accrual of interest had been discontinued or reduced
approximated $53,000 (1994) and $152,000 (1993) and $21,000 (1992). The effect
on interest income of not accruing interest on these loans was not material.

In the ordinary course of business, the Company makes loans to its
officers, directors and their associates and to companies in which directors are
principal owners. Loans made to such borrowers (including companies in which
they are principal owners) approximated $965,000 (1994) and $695,000 (1993).
These loans are made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than normal risk of collectibility or
present other unfavorable features.

An analysis of activity with respect to these related party loans for 1994
was as follows:

<TABLE>
<S> <C>
Beginning balance......................................................... $695,000
New loans............................................................... 779,000
Repayments.............................................................. (509,000)
--------
Ending balance............................................................ $965,000
========
</TABLE>

6. ALLOWANCE FOR POSSIBLE LOAN LOSSES

Activity in the allowance for possible loan losses was as follows:

<TABLE>
<CAPTION>
1994 1993 1992
-------- -------- ---------
<S> <C> <C> <C>
Balance at beginning of year...................... $750,000 $725,000 $ 550,000
Provision for loan losses....................... (34,945) 83,432 242,529
Loans charged off............................... (55,438) (87,804) (117,351)
Loan recoveries................................. 40,383 29,372 49,822
-------- -------- ---------
Balance at end of year............................ $700,000 $750,000 $ 725,000
======== ======== =========
</TABLE>

F-12
<PAGE> 71

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. PREMISES AND EQUIPMENT

Premises and equipment were as follows:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Land...................................................... $ 283,908 $ 283,908
Buildings................................................. 1,496,393 1,493,040
Furniture, fixtures and equipment......................... 1,627,713 1,581,098
----------- -----------
3,408,014 3,358,046
Less accumulated depreciation............................. (1,688,791) (1,543,018)
----------- -----------
$ 1,719,223 $ 1,815,028
========== ==========
</TABLE>

8. DEPOSITS

Included in interest bearing deposits were certificates of deposit in
amounts of $100,000 or more. These certificates approximated $9,914,000 (1994)
and $7,350,000 (1993). Interest expense for certificates of deposit in excess of
$100,000 approximated $389,000 (1994), $263,000 (1993) and $286,000 (1992).

9. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
Advances from Federal Home Loan Bank, with fixed interest
rates ranging from 5.27% to 6.05% and payable in monthly
installments approximating $50,000, including interest,
and maturing at various dates through 2009................ $3,579,902 $2,447,876

3.0% unsecured notes payable to individuals in monthly
installments of $3,324, including interest, through August
1, 2004................................................... 334,360
3.5% unsecured notes payable to individuals in monthly
installments of $3,000, including interest, through July
1, 1998................................................... 122,043 155,555
---------- ----------
$4,036,305 $2,603,431
========= =========
</TABLE>

The advances from the Federal Home Loan Bank (FHLB) are secured by
investments in FHLB stock and depository balances with the FHLB with aggregate
carrying values of $543,000 as of December 31, 1994, and by a blanket
encumbrance equal to 65% of the Company's first mortgage real estate loans. As
of December 31, 1994, the carrying value of the Company's first mortgage real
estate loans approximated $17,444,000.

Long-term debt is scheduled to mature as follows:

<TABLE>
<S> <C>
1995................................................................... $ 476,435
1996................................................................... 459,467
1997................................................................... 446,151
1998................................................................... 420,970
1999................................................................... 391,906
Later.................................................................. 1,841,376
----------
$4,036,305
=========
</TABLE>

F-13
<PAGE> 72

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. DEFERRED COMPENSATION AGREEMENTS

The Company has deferred compensation agreements for certain directors and
key officers as post-retirement benefits. Under the terms of the agreements, the
Company is to pay specified monthly installments to the directors and key
officers or their beneficiaries. In order to provide the funds for the future
payments, the Company purchased insurance contracts with premiums payable over a
period of five years. The present value of the deferred compensation agreements
approximated $431,000 (1994) and $299,000 (1993) and is included in other
liabilities.

During 1993 one of the deferred compensation agreements was amended to
eliminate future consulting requirements. The amendment resulted in the accrual
of certain benefits (previously ascribed to future services) over the remaining
period of officer employment and had the effect of increasing compensation cost
in 1993 by $69,000.

11. DIVIDEND RESTRICTIONS AND CAPITAL REQUIREMENTS

Dividends paid by the Company's bank subsidiary are subject to the
restrictions of certain regulatory agencies. There was an aggregate of
approximately $1,556,000 available for payment of dividends at December 31, 1994
under these restrictions. Undistributed earnings of the bank subsidiary included
in retained earnings of the Company approximated $3,755,000 at December 31,
1994.

The Board of Governors of the Federal Reserve System has specified
guidelines for purposes of evaluating a bank's capital adequacy. Currently,
banks must maintain a minimum of qualifying total capital and core capital to
risk-weighted assets. Regulatory authorities have also established a minimum
standard ratio of total stockholders' equity to risk-weighted assets.
Additionally, regulations require the Company's subsidiary to maintain a minimum
leverage requirement of core capital to total assets. At December 31, 1994, the
Company's subsidiary was required to maintain minimum total capital and core
capital ratios of 8% and 4%, respectively. The Company's subsidiary's actual
ratios at that date were 17% and 18%, respectively. The Company's subsidiary
exceeded its required minimum leverage ratio of 3% at December 31, 1994 with an
actual leverage ratio of 9%.

12. INCOME TAXES

During 1993, the Company adopted the provisions of SFAS No. 109 "Accounting
for Income Taxes". Under the provisions of the Statement, the Company elected
not to restate prior years' consolidated financial statements. The cumulative
effect of initial adoption on prior years' retained earnings and on income
before taxes was not significant. Prior to 1993 the Company accounted for
deferred income taxes in accordance with Accounting Principles Board Opinion No.
11.

The components of the provision for federal income taxes were as follows:

<TABLE>
<CAPTION>
1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Current........................................ $307,000 $266,033 $282,000
Deferred....................................... (35,000) (51,989) (98,000)
-------- -------- --------
$272,000 $214,044 $184,000
======== ======== ========
</TABLE>

F-14
<PAGE> 73

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The tax effects of
significant items comprising the Company's net deferred tax asset, which is
included in other assets, are as follows:

<TABLE>
<CAPTION>
1994 1993
--------- ---------
<S> <C> <C>
Deferred tax liabilities --
Differences in book and tax basis of property.............. $(121,700) $(115,738)
--------- ---------
Deferred tax assets:
Deferred compensation benefit obligation................... 145,375 100,335
Loan loss reserves not currently deductible................ 181,310 198,310
Unrealized loss on investment securities available for
sale.................................................... 15,838
Other...................................................... 18,096 4,184
--------- ---------
360,619 302,829
Valuation allowance..........................................
--------- ---------
Net deferred tax asset....................................... $ 238,919 $ 187,091
========= =========
</TABLE>

There was no change in the valuation allowance for the year ended December
31, 1994.

The Company's effective tax rate was 27% (1994), 24% (1993) and 24% (1992).

Deferred taxes applicable to the temporary differences were as follows:

<TABLE>
<CAPTION>
1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Depreciation....................................... $ 6,321 $ (2,389) $ (8,500)
Provision for possible loan losses................. 17,000 (8,500) (59,500)
Write-down of real estate acquired by
foreclosure...................................... (10,430)
Deferred compensation.............................. (45,040) (45,150) (19,184)
Other.............................................. (2,851) 4,050 (10,816)
-------- -------- --------
$(35,000) $(51,989) $(98,000)
======== ======== ========
</TABLE>

The provision for federal income taxes differs from the amount computed by
applying the federal income tax statutory rate to earnings before income taxes
as follows:

<TABLE>
<CAPTION>
1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Taxes calculated at statutory rate................. $338,692 $284,834 $260,971
Decrease resulting from:
Tax-exempt interest.............................. (52,130) (53,011) (53,120)
Other, net....................................... (14,562) (17,779) (23,851)
-------- -------- --------
$272,000 $214,044 $184,000
======== ======== ========
</TABLE>

13. ACCOUNTING STANDARDS TO BE ADOPTED IN THE FUTURE

The Financial Accounting Standards Board issued SFAS No. 107 "Disclosures
about Fair Value of Financial Instruments" which is effective for organizations
with total assets less than $150 million for fiscal years ending after December
15, 1995. This Statement will require disclosures about the fair value of
financial instruments, whether recognized or not recognized in the balance
sheet, for which it is practicable to estimate the value.

During May 1993 and October 1994, the Financial Accounting Standards Board
issued SFAS No. 114 "Accounting by Creditors for Impairment of a Loan" and SFAS
No. 118 "Accounting by Creditors for

F-15
<PAGE> 74

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Impairment of a Loan -- Income Recognition and Disclosure" which are effective
for financial statements for fiscal years beginning after December 15, 1994.
These Statements address the accounting by creditors for impairment of certain
loans and requires that impaired loans, as defined, be measured based upon the
present value of expected future cash flows discounted at the loan's effective
interest rate or at the loan's observable market price or fair value of the
underlying collateral. Management is presently evaluating the effects of these
statements, but initially does not believe their adoption will have a material
effect on the Company's consolidated financial statements.

14. OTHER RELATED PARTY TRANSACTIONS

In connection with the opening of a new branch facility in 1993, the
Company acquired the personal residence of an officer relocated to manage the
operations at its estimated appraised value of $110,000. On subsequent sale of
the residence, the Company incurred a loss of approximately $17,000.

15. COMMITMENT AND CONTINGENCIES

Interest Rate Risk. The Company is principally engaged in providing
short-term and medium-term commercial and consumer loans with interest rates
that are fixed or fluctuate with the prime lending rate. These assets are
primarily funded through short-term demand deposits and long-term certificates
of deposit with variable and fixed rates. The medium-term loans are more
sensitive to interest rate risk, but usually are originated with contractual
balloon payments with maturities typically from three to five years. In
addition, during 1993 the Company began originating and retaining variable and
fixed-rate residential mortgage loans which generally provide for amortized
monthly payments and maturities of fifteen to twenty years. Accordingly, the
Company is exposed to interest rate risk because in changing interest rate
environments, interest rate adjustments on assets and liabilities may not occur
at the same time or in the same amount. The Company manages the overall rate
sensitivity and mix of its asset and liability portfolio and attempts to
minimize the effects that interest rate fluctuations will have on its net
interest margin. With regard to its retention of residential mortgage loans, the
Company began a policy of funding 50% of these investments with long-term FHLB
advances. The following represents average interest-earning assets/liabilities
of the Company's bank subsidiary along with the corresponding weighted average
yield/rates:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Approximate average interest-bearing assets............... $66,404,000 $57,377,000
========== ==========
Approximate weighted average effective yield
interest-bearing assets................................. 7.54% 8.00%
==== ====
Approximate average interest-bearing liabilities.......... $54,825,000 $48,427,000
========== ==========
Approximate weighted average rate interest-bearing
liabilities............................................. 3.52% 3.56%
==== ====
</TABLE>

Concentration of Credit Risk. Substantially all of the Company's loan
activity is within Jackson County, Mississippi, the economy of which is heavily
dependent on the defense industry.

Financial Instruments with Off-Balance Sheet Risk. The Company is a party
to various financial instruments with off-balance sheet risk in the normal
course of business to meet the financing needs of its customers. These financial
instruments include commitments to extend credit and standby letters of credit.
Those instruments involve, to varying degrees, elements of credit and interest
rate risk in excess of the amounts recognized in the financial statements. The
contract or notional amounts of those instruments reflect the extent of the
involvement the Company has in particular classes of financial instruments.

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

F-16
<PAGE> 75

CNB CAPITAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

notional amount of those instruments. The Company uses the same credit policies
in making these commitments and conditional obligations as it does on balance
sheet instruments.

As of December 31, 1994, the Company had commitments to extend credit of
approximately $3,900,000 and had outstanding standby letters of credit
approximately $82,000.

In addition, the Company has sold loans under agreements which require that
the Company reacquire any loans that become delinquent within the first six
months from the date of sale. Loans within this six month period which the
Company is contingently liable to reacquire in the event of loan delinquency or
default approximated $2,857,000 as of December 31, 1994.

Leases. Noncancellable operating lease commitments of the Company were not
material. It is expected that in the normal course of business, leases that
expire will be renewed or replaced by leases on other property or equipment.
Rent expense under all lease obligations approximated $5,000 (1994), $16,000
(1993) and $4,000 (1992).

Litigation. The Company is involved in various legal matters arising
during the normal course of business activities. Management, after consulting
legal counsel, is of the opinion that the ultimate resolution of these matters
will not have a material adverse effect on the consolidated financial statements
of the Company.

16. PROPOSED MERGER

In December 1994 the Company and Southtrust of Mississippi, Inc., a
wholly-owned subsidiary of SouthTrust Corporation, jointly announced that they
have entered into an Agreement and Plan of Merger whereby the Company would be
acquired by and become a wholly-owned subsidiary of Southtrust of Mississippi,
Inc.

Under the merger terms all Company capital stock outstanding would be
converted into the right to receive a specified number of shares of common stock
of SouthTrust Corporation. The merger is subject to shareholder and regulatory
approval.

F-17
<PAGE> 76

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST OF MISSISSIPPI, INC.

AND

CNB CAPITAL CORP.

JOINED IN BY

SOUTHTRUST CORPORATION

A-1
<PAGE> 77

<TABLE>
<S> <C> <C>
ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
------------------------------------
Section 1.2 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
----------------
Section 1.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
------------------
Section 1.4 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
----------------------

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of CNB Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
----------------------------------
Section 2.2 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
-----------------
Section 2.3 Effectuating Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
-----------------------
Section 2.4 Laws of Escheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
---------------

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CNB

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

A-2

<PAGE> 78

<TABLE>
<S> <C> <C>
ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-SUB

Section 4.1 Organization and Related Matters of SouthTrust . . . . . . . . . . . . . . . . . . . . . . A-19
----------------------------------------------
Section 4.2 Organization and Related Matters of ST-Sub . . . . . . . . . . . . . . . . . . . . . . . . A-20
------------------------------------------
Section 4.3 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
--------------
Section 4.4 Authorization; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
---------------------------
Section 4.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
--------------------
Section 4.6 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
------------------------------------
Section 4.7 Legal Proceedings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
-----------------------
Section 4.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
---------
Section 4.9 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
----------------------
Section 4.10 Accounting, Tax, Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
-----------------------------------
Section 4.11 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
---------------
Section 4.12 Securities Act of 1933 Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
------------------------------
Section 4.13 No Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
----------------------------
Section 4.14 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
-------------------------------

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of CNB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
------------------------------
Section 5.2 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
-------------------
Section 5.3 Access to Properties; Personnel and Records . . . . . . . . . . . . . . . . . . . . . . . . A-24
-------------------------------------------
Section 5.4 Approval of CNB Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
----------------------------
Section 5.5 No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
-------------
Section 5.6 Notice of Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
-------------------
Section 5.7 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
----------
Section 5.8 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
-------------------------
Section 5.9 Environmental Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
--------------------
Section 5.10 Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
---------------
Section 5.11 Surveys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
-------
Section 5.12 Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
------------------
Section 5.13 Exemption Under Anti-Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
--------------------------------------
Section 5.14 Subsidiary Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
---------------------------

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
-------------------------
Section 6.2 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
------------------
Section 6.3 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
-------------
Section 6.4 Deferred Compensation Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
-----------------------------
Section 6.5 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
---------------
Section 6.6 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
-------------------
Section 6.7 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
----------------------
Section 6.8 Reservation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
---------------------
Section 6.9 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
-------------
</TABLE>

A-3
<PAGE> 79

<TABLE>
<S> <C> <C>
ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

Section 7.1 Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
--------------------
Section 7.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
--------------------
Section 7.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
----------
Section 7.4 Proxy Statement and Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . A-30
------------------------------------------

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-SUB

Section 8.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
------------------------------
Section 8.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
--------------------------
Section 8.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . A-31
---------------------------------------------------
Section 8.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
------------------------
Section 8.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
------------------
Section 8.6 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
-------------------------
Section 8.7 Material Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
------------------
Section 8.8 Other Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
---------------------------
Section 8.9 Outstanding Shares of CNB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
-------------------------
Section 8.10 Dissenters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
----------
Section 8.11 Certification of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
-----------------------

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF CNB

Section 9.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
------------------------------
Section 9.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
--------------------------
Section 9.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . A-32
---------------------------------------------------
Section 9.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
------------------------
Section 9.5 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
-------------------------
Section 9.6 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
------------------
Section 9.7 SouthTrust Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
-----------------
Section 9.8 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
-----------
Section 9.9 Deferred Compensation Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
-----------------------------

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
-----------
Section 10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
---------------------
Section 10.3 Effect of Wrongful Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
------------------------------
Section 10.4 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
----------
Section 10.5 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
-------
Section 10.6 Non-Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . A-34
----------------------------------------------
</TABLE>

A-4
<PAGE> 80

<TABLE>
<S> <C> <C>
ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-34
----------------
Section 11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-34
-------
Section 11.3 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
------------
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
------------------
Section 11.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
--------
Section 11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
------------
Section 11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
-------------
Section 11.8 Persons Bound; No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
----------------------------
Section 11.9 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
----------------------
Section 11.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
------
Section 11.11 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
---------------------
</TABLE>

A-5
<PAGE> 81

AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST OF MISSISSIPPI, INC.
AND
CNB CAPITAL CORP.
JOINED IN BY
SOUTHTRUST CORPORATION
___________________________________________

This AGREEMENT AND PLAN OF MERGER, dated as of the 29th day
of November, 1994 (this "Agreement"), by and between SouthTrust of
Mississippi, Inc., a Mississippi corporation ("ST-Sub"), and CNB Capital Corp.,
a Mississippi corporation and a registered bank holding company ("CNB"), and
joined in by SouthTrust Corporation, a Delaware corporation ("SouthTrust").

WITNESSETH THAT:

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

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

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

WHEREAS, CNB owns all the issued and outstanding capital stock
of Citizens National Bank, a national banking association ("CNB Bank"), and
ST-Sub owns all of the issued and outstanding capital stock of SouthTrust Bank
of South Mississippi, a Mississippi banking corporation ("ST-Bank"), and it is
contemplated that in connection with the transactions contemplated by this
Agreement and pursuant to the terms of that certain Subsidiary Merger Agreement
(the "Subsidiary Merger Agreement") CNB Bank will be merged into ST-Bank;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants, representations, warranties and agreements herein contained,
the parties agree that CNB will be merged with and into ST-Sub and that the
terms and conditions of the Merger, the mode of carrying the Merger into
effect, including the manner of converting the shares of common stock of CNB,
par value $2.00 per share, into shares of common stock of SouthTrust, par value
of $2.50 per share, shall be as hereinafter set forth.

ARTICLE I

THE MERGER

Section 1.1 Consummation of Merger; Closing Date. (a) Subject to
the provisions hereof, CNB shall be merged with and into ST-Sub (which has
heretofore and shall hereinafter be referred to as the "Merger") pursuant to
Sections 79-4-11.01, 79-4-11.03 and 79-4-11.05 of the Mississippi Code
Annotated and ST-Sub shall be the surviving corporation (sometimes hereinafter
referred to as "Surviving Corporation" when reference is made to it after the
Effective Time of the Merger (as defined below)). The Merger shall become
effective on the date and at the time on which the Certificate or Articles of
Merger has been duly filed with the Secretary of State of Mississippi, 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
CNB, the Effective Time of the Merger shall occur on or within ten (10)
business

A-6
<PAGE> 82

days of the later to occur of (i) the effective date (including expiration of
any applicable waiting period) of the last required Consent (as defined below)
of any Regulatory Authority (as defined below) having authority over the
transactions contemplated under this Agreement and (ii) the date on which the
shareholders of CNB, 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 CNB at 10:00 a.m. local time on
the day that the Effective Time of the Merger occurs, or such other date and
time and place as the parties hereto may agree (the "Closing Date"). Subject
to the provisions of this Agreement, at the Closing there shall be delivered to
each of the parties hereto the opinions, certificates and other documents and
instruments required to be so delivered pursuant to this Agreement.

Section 1.2 Effect of Merger. (a) At the Effective Time of the
Merger, CNB shall be merged with and into ST-Sub and the separate existence of
CNB 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 Mississippi 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 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 CNB last in office shall execute and deliver or cause
to be executed and delivered in the name of CNB such deeds and other
instruments and take or cause to be taken such further or other actions as
shall be reasonably 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 CNB.

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 or ST-Sub, respectively, at or prior to
the Effective Time of the Merger, shall designate in writing.

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ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of CNB Shares. Subject to the
provisions hereof, as of the Effective Time of the Merger and by virtue of the
Merger and without any further action on the part of the holder of any shares
of common stock of CNB, par value $2.00 (the "CNB Shares"):

(a) All CNB Shares which are held by CNB 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 CNB Shares (as hereinafter defined),
each CNB Share outstanding immediately prior to the Effective
Time of the Merger shall be converted into the right to
receive that number of shares of common stock of SouthTrust
(the "SouthTrust Shares") (and the rights associated therewith
issued pursuant to a Rights Agreement dated February 22, 1989
between SouthTrust and Mellon Bank, N.A.) equal to the
quotient obtained by dividing (i) $15,800 by (ii) the average
last sales price of SouthTrust Shares for the twenty (20)
trading days immediately preceding 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") (such ratio, as may be adjusted as
provided herein, being hereinafter referred to as the
"Conversion Ratio"); provided, however, that the Conversion
Ratio shall not be less than 735.94 or greater than 841.55.
The Conversion Ratio, including the number of SouthTrust
Shares issuable in the Merger, shall be subject to an
appropriate adjustment in the event of any stock split,
reverse stock split, dividend payable in SouthTrust Shares,
reclassification or similar distribution whereby SouthTrust
issues SouthTrust Shares or any securities convertible into or
exchangeable for SouthTrust Shares without receiving any
consideration in exchange therefor, provided that the record
date of such transaction is a date after the date of the
Agreement and prior to the Effective Time of the Merger.

(c) Each outstanding CNB 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
79-4-13.01, et seq. of Mississippi Code Annotated (the
"Dissent Provisions"), to the extent applicable, and has not
effectively withdrawn or lost his right to such appraisal (the
"Dissenting CNB 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. CNB
shall give SouthTrust prompt notice upon receipt by CNB of any
written objection to the Merger and any written demands for
payment of the fair or appraised value of CNB Shares, and of
withdrawals of such demands, and any other instruments
provided to CNB 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 CNB 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 CNB Shares shall be canceled. Neither CNB 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

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demand for payment by any Dissenting Shareholder. If any
Dissenting Shareholder shall have failed to perfect or shall
have effectively withdrawn or lost such right to demand
payment of fair or appraised value, the CNB 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 CNB Shares converted pursuant to
the Merger who would otherwise have been entitled to receive a fraction of a
SouthTrust Share (after taking into account all certificates delivered by such
holder), shall receive, in lieu thereof, cash (without interest) in an amount
equal to such fractional part of such SouthTrust Share, multiplied by the
market value of one SouthTrust Share at the Effective Time of the Merger. The
market value of one SouthTrust Share at the Effective Time of the Merger shall
be the last sale price of such SouthTrust Shares, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System-National
Market System ("NASDAQ") on the last business 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 the CNB 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, but
not later than five (5) business days thereafter, the Exchange Agent shall send
or cause to be sent to each former holder of record of CNB Shares transmittal
materials (the "Letter of Transmittal") for use in exchanging their
certificates formerly representing CNB Shares for the consideration provided
for in this Agreement. The Letter of Transmittal will contain instructions
with respect to the surrender of certificates representing CNB Shares and the
receipt of the consideration contemplated by this Agreement and will require
each holder of CNB Shares to transfer good and marketable title to such CNB
Shares to SouthTrust, free and clear of all liens, claims and encumbrances.
Amounts that would have been payable to Dissenting Shareholders for CNB 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. SouthTrust shall use its best efforts to cause the Exchange
Agent to transmit, as soon as practicable following receipt by the Exchange
Agent of properly executed Letters of Transmittal, along with all required
certificates evidencing CNB Shares and other material, to each former holder of
CNB Shares the consideration contemplated by this Agreement.

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

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

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

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

(iii) Evidence to the satisfaction of SouthTrust that such
holder is the owner of the CNB 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 CNB 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 CNB 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 CNB 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, nor may
any former holder of CNB Shares converted in the Merger to SouthTrust Shares
vote such SouthTrust Shares, until such holder shall surrender the certificate
or certificates representing CNB 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 from
the Effective Time of the Merger.

Section 2.4 Laws of Escheat. If any of the consideration due or
other payments to be paid or delivered to the holders of CNB 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
CNB, SouthTrust, ST-Sub, the Exchange Agent, nor any other person acting on
their behalf shall be liable to a holder of CNB Shares for any amount paid or
property delivered in good faith to a public official pursuant to and in
accordance with any applicable abandoned property, escheat or similar law.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CNB

CNB 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) CNB is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Mississippi and is not qualified as a foreign corporation in any
jurisdiction. CNB 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 CNB is duly licensed or qualified to do business in
Mississippi and elsewhere where the nature of the business conducted by it or
the character or location of the

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properties and assets owned or leased by it make such qualification necessary,
except where the failure to be so licensed or qualified (including any action
to cure such failure) 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 CNB on a
consolidated basis. CNB is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended. True and correct copies of the
Articles or Certificate of Incorporation of CNB and the Bylaws of CNB, each as
amended to the date hereof, have been delivered to SouthTrust.

(b) CNB Bank is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States. CNB 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 CNB 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 CNB Bank. True and correct copies of the Articles of Association and the
Bylaws of CNB Bank, as amended to the date hereof, have been delivered to
SouthTrust.

(c) Each of CNB and CNB 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 CNB on a consolidated basis.

(d) Except for CNB Bank, CNB does not own any capital
stock of any subsidiary, and CNB Bank does not own any capital stock of any
subsidiary; CNB and CNB 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 CNB and CNB 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
CNB consists of solely 500,000 shares of common stock, par value $2.00
(hereinbefore and hereinafter referred to as "CNB Shares"), 606.0202 shares of
which are issued and outstanding (exclusive of 282.7298 CNB Shares held in the
treasury of CNB). All of the issued and outstanding CNB 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 CNB, or any securities or rights convertible
into or exchangeable for shares of capital stock of CNB.

(b) The authorized capital stock of CNB Bank consists of
450,000 shares of common stock, par value of $2.00, 450,000 shares of which as
of the date hereof are issued and outstanding none of which is held in the
treasury of the CNB Bank) (the "CNB Bank Shares"). All of the issued and
outstanding CNB 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 CNB Bank, or
any securities or rights convertible into or exchangeable for shares of capital
stock of CNB Bank.

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

(i) are owned by CNB; and

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

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

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30, 1994, and CNB 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 CNB Bank,
the financial statements of CNB 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 CNB Bank").

(b) CNB Bank has previously delivered to SouthTrust
copies of the Call Reports of CNB Bank as of and for the years ended December
31, 1990, 1991, 1992 and 1993 and the Call Reports of CNB Bank as of and for
the periods ended March 31, June 30 and September 30, 1994, and CNB 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 CNB Bank, the Call Reports of CNB 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 CNB Bank").

(c) CNB has previously delivered to SouthTrust copies of
the consolidated financial statements of CNB as of and for the years ended
December 31, 1990, 1991, 1992 and 1993 and the consolidated financial
statements of CNB as of and for the periods ended March 31, June 30 and
September 30, 1994, and CNB 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 CNB,
the consolidated financial statements of CNB 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 CNB").

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

(e) To the extent not prohibited by law, CNB 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
CNB or CNB Bank with the Regulatory Authorities, and will from time to time
hereafter furnish, or cause CNB 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 December 31, 1993, neither CNB nor CNB 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 CNB on a consolidated basis, except
obligations and liabilities (i) which are accrued or reserved against in the
Financial Statements of CNB, the Financial Statements of CNB Bank or the Call
Reports of CNB Bank, or reflected in the notes thereto, (ii) which were
incurred after December 31, 1993, in the ordinary course of business consistent
with past practices, (iii) the repurchase by CNB of 25.5 CNB Shares from Agnes
C. Bryan in exchange for $344,250 evidenced by a promissory note of CNB dated
July 25, 1994 and payable in 120 monthly installments of $3,324.10, commencing
on September 1, 1994, and bearing interest at the rate of 3% per annum), the
repurchase by CNB of 4 CNB Shares from the E. W. Blossman Redisuary Trust in
exchange for $54,000 and the issuance by CNB of four (4) CNB Shares to an
employee benefit plan of CNB, and (iv) the modifications, revisions and
restatements to the deferred compensation agreements listed and described as
attachments to Disclosure Schedule 3.3(f), copies of such modified, revised and
restated deferred compensation

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agreements being included in Disclosure Schedule 3.3(f). Since December 31,
1993, neither CNB nor CNB Bank have incurred or paid any obligation or
liability which would be material to the Condition of CNB on a consolidated
basis, except as may have been incurred or paid in the ordinary course of
business, consistent with past practices.

Section 3.4 Loan Portfolio. Except as set forth in Disclosure
Schedule 3.4, (i) all evidences of indebtedness in original principal amount in
excess of $10,000 reflected as assets in the Financial Statements of CNB, the
Financial Statements of CNB Bank and the Call Reports of CNB Bank as of and for
the year ended December 31, 1993 and the period ended June 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 CNB, the
Financial Statements of CNB Bank and the Call Reports of CNB Bank as of and for
the year ended December 31, 1993 and the period ended June 30, 1994 were, and
the allowance for possible loan losses to be shown on the Financial Statements
of CNB, the Financial Statements of CNB Bank and the Call Reports of CNB 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 CNB and CNB 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 CNB nor CNB Bank is a party to any
written or oral: (i) loan agreement, note or borrowing arrangement, other than
credit card loans and other loans the unpaid balance of which does not exceed
$10,000 per loan, under the terms of which the obligor is sixty (60) days
delinquent in payment of principal or interest or in default of any other
material 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 CNB or CNB 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 CNB or CNB Bank or any ten percent (10%) shareholder of CNB, or any
person, corporation or enterprise controlling, controlled by or under common
control with any of the foregoing; or (iv) loan agreement, note or borrowing
arrangement in violation of any material law, regulation or rule applicable to
CNB or CNB 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 CNB on a consolidated basis. As
of the date of any Financial Statement of CNB, any Financial Statement of CNB
Bank and any Call Report of CNB Bank subsequent to the execution of this
Agreement, including the date of the Financial Statements of CNB, the Financial
Statements of CNB Bank, and the Call Reports of CNB 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) CNB has full corporate
power and authority to execute and deliver this Agreement and, subject to the
approval of the shareholders of CNB and to the receipt of the Consents of the
Regulatory Authorities, to consummate the transactions contemplated hereby.
The Board of Directors of CNB 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 CNB'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 CNB are
necessary to consummate the transactions so contemplated. This Agreement, when
duly and validly executed by CNB and delivered by CNB, will constitute a valid
and binding obligation of CNB, and will be enforceable against CNB in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
may be brought.

(b) Neither the execution and delivery of this Agreement
by CNB nor the consummation by CNB of the transactions contemplated hereby, nor
compliance by CNB with any of the terms or provisions hereof, assuming this
Agreement is approved by the holders of the requisite percentage of the CNB
Shares, will (i) violate

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any provision of the Articles or Certificate of Incorporation or Bylaws of CNB
or the Articles of Association or Bylaws of CNB Bank, (ii) assuming that the
Consents of the Regulatory Authorities and approvals referred to herein are
duly obtained, violate any judgment, order, writ, decree or injunction or, to
the best of CNB's and CNB Bank's knowledge, violate any statute, code,
ordinance, rule or regulation applicable to CNB or CNB 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 CNB or CNB 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 CNB or CNB Bank is a party, or by which any of them or
any of their respective properties or assets may be bound or affected, except
that CNB has advised SouthTrust that CNB Bank is a party to certain deferred
compensation agreements with certain of its directors (as described in Sections
3.3(f) and 6.4 hereof and the related Disclosure Schedules) pursuant to which
such directors, provided they retire as directors of CNB Bank and, in the case
of a deferred compensation agreement with Mr. T. K. Harris, provided that Mr.
Harris is terminated as an employee of CNB Bank, are entitled to receive
monthly payments over a specified period of time.

Section 3.7 Consents and Approvals. Except for (i) the filing by
CNB with the SEC of a proxy statement of CNB relating to the meeting of the
shareholders of CNB at which the Merger is to be considered (the "Proxy
Statement"); (ii) the Consents of the Regulatory Authorities; (iii) approval of
this Agreement by the shareholders of ST-Sub and CNB; (iv) filing of Articles
or Certificate of Merger with the State of Mississippi; 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 CNB of this Agreement, and the consummation
by CNB of the Merger and the other transactions contemplated hereby.

Section 3.8 Broker's Fees. Neither CNB nor CNB 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 December
31, 1993, there has not been (i) any declaration, payment or setting aside of
any dividend or distribution (whether in cash, stock or property) in respect of
the CNB Shares, except for the declaration and payment by CNB, at record and
payment dates consistent with past practices, of regular quarterly dividends
not to exceed $20.00 for each outstanding CNB Share, or (ii) any change or any
event involving a prospective change in the Condition of CNB on a consolidated
basis which has had, or is reasonably likely to have, a material adverse effect
on the Condition of CNB on a consolidated basis or on CNB or CNB Bank,
including, without limitation any change in the administration or supervisory
standing or rating of CNB or CNB Bank with any Regulatory Authority, and no
fact or condition exists as of the date hereof which might reasonably be
expected to cause any such event or change in the future.

Section 3.10 Legal Proceedings; Etc. Except as set forth in
Disclosure Schedule 3.10, neither CNB or CNB Bank is a party to any, and there
are no pending or, to the knowledge of CNB or CNB Bank, threatened, judicial,
administrative, arbitral or other proceedings, claims, actions, causes of
action or governmental investigations against CNB or CNB Bank challenging the
validity of the transactions contemplated by this Agreement and, to the
knowledge of CNB or CNB Bank, there is no material proceeding, claim, action or
governmental investigation against CNB or CNB Bank; no judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator is outstanding against CNB or CNB Bank
which has a material adverse effect on the Condition of CNB on a consolidated
basis; there is no default by CNB or CNB Bank under any material contract or
agreement to which CNB or CNB Bank is a party; and neither CNB nor CNB Bank is
a party to any agreement, order or memorandum in writing by or with any
Regulatory Authority restricting the operations of CNB or CNB Bank and neither
CNB nor CNB 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) CNB has previously
delivered or made available (or will be made available) to SouthTrust copies of
the federal income tax returns of CNB and, if consolidated returns do not exist
for all periods, of CNB Bank and each of their respective subsidiaries, for the
years 1990, 1991, 1992, 1993 and 1994 and all schedules and exhibits thereto,
and will provide SouthTrust with a copy of its federal income tax

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return for the year 1995 with all schedules and exhibits thereto, when such
return is filed, and, to the knowledge of CNB, CNB Bank and their respective
subsidiaries, such returns have not been examined by the Internal Revenue
Service. Except as reflected in Disclosure Schedule 3.11, CNB and CNB 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 CNB and CNB 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 CNB and CNB 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 CNB,
the Financial Statements of CNB Bank and the Call Reports of CNB 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
CNB nor CNB Bank is responsible for the taxes of any other person other than
CNB and CNB Bank, under treasury Regulation 1.1502-6 or any similar provision
of federal, state or foreign law.

(b) (i) Proper and accurate amounts have been withheld by
CNB and CNB 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 CNB and CNB 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 CNB or CNB Bank in the Financial
Statements of CNB or the Financial Statements of CNB Bank, as the case may be.

Section 3.12 Employee Benefit Plans. (a) Neither CNB nor CNB 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) None of CNB nor CNB 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.

(c) All "employee benefit plans," as defined in Section
3(3) of ERISA, that are maintained by CNB and CNB Bank comply, in all material
respects with ERISA. Neither CNB nor CNB Bank has any material liability under
any such plan that is not reflected in the Financial Statements of CNB or the
Call Reports of CNB Bank.

(d) 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
CNB or CNB 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 CNB on a
consolidated basis; and, to the best knowledge of CNB or CNB Bank, no actions
have occurred which could result in the imposition of a penalty under any
section or provision of ERISA.

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

(f) 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 CNB or CNB 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

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benefits to any material extent, except for, to the extent, if any, applicable,
the matters respecting the deferred compensation agreements described in
Section 3.6(b) hereof.

Section 3.13 Title and Related Matters. (a) Except as set forth
in Disclosure Schedule 3.13(a) or as exceptions in title opinions or title
insurance policies heretofore delivered to SouthTrust by CNB and CNB Bank (and
annexed hereto as part of Disclosure Schedule 3.13(a)), CNB and CNB 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 CNB, the Financial
Statements of CNB Bank, or the Call Reports of CNB Bank or acquired subsequent
thereto (except to the extent that such assets and properties have been
disposed of for fair value in the ordinary course of business since December
31, 1993), free and clear of all liens, encumbrances, mortgages, security
interests, restrictions, pledges or claims, except for (i) those liens,
encumbrances, mortgages, security interests, restrictions, pledges or claims
reflected in the Financial Statements of CNB, the Financial Statements of CNB
Bank, and the Call Reports of CNB Bank or incurred in the ordinary course of
business after December 31, 1993, (ii) statutory liens for amounts not yet
delinquent or which are being contested in good faith, and (iii) liens,
encumbrances, mortgages, security interests, restrictions, pledges, claims and
title imperfections that are not in the aggregate material to the Condition of
CNB on a consolidated basis.

(b) All agreements pursuant to which CNB or CNB 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 CNB 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 CNB and CNB 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 CNB and CNB 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 CNB or CNB Bank or in
which CNB or CNB 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 CNB or CNB Bank is
the lessee of any real property and which relates in any manner to the
operation of the businesses of CNB or CNB Bank. All rentals due under such
leases have been paid and there exists no material default under the terms of
any lease and no event has occurred which, upon the passage of time or giving
of notice, or both, would result in any event of default or prevent CNB or CNB
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 CNB
on a consolidated basis. Except as set forth in Disclosure Schedule 3.14(b),
CNB and CNB 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. CNB and CNB Bank have the right under each such lease
and sublease to occupy, use, possess, and control all property leased or
subleased by CNB and CNB Bank, and, as of the Effective Time of the Merger,
shall have the right to transfer each lease or sublease pursuant to this
Agreement.

(c) Neither CNB nor CNB 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 CNB on a consolidated basis.

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(d) As to each parcel of real property owned or used by
CNB or CNB Bank, neither CNB nor CNB Bank has received notice of any pending
or, to the knowledge of CNB or CNB Bank threatened condemnation proceedings,
litigation proceedings or mechanics or materialmen's liens.

Section 3.15 Environmental Matters.

(a) Each of CNB, CNB Bank, the Participation Facilities
(as defined below), and to the knowledge of CNB or CNB Bank, 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 CNB on a consolidated basis.

(b) There is no litigation pending or, to the knowledge
of CNB or CNB Bank, threatened before any court, governmental agency or board
or other forum in which CNB or CNB 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 CNB or CNB 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 CNB on a consolidated basis.

(c) To the knowledge of CNB or CNB Bank, there is no
litigation pending or threatened before any court, governmental agency or board
or other forum in which any Loan Property (or CNB or CNB 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 CNB on a
consolidated basis.

(d) To the knowledge of CNB or CNB 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 CNB on a consolidated
basis.

(e) During the period of (i) ownership or operation by
CNB or CNB Bank of any of their respective current properties, (ii)
participation by CNB or CNB Bank in the management of any Participation
Facility, or (iii), to the knowledge of CNB and CNB Bank, holding by CNB or CNB
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 CNB on a consolidated basis.

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

(g) "Environmental Law" means any federal, state, local
or foreign law, statute, ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, order, judgment, decree, injunction or
agreement with any regulatory agency relating to (i) the protection,
preservation or restoration of the environment (including, without limitation,
air, water vapor, surface water, groundwater, drinking water supply, surface
soil, 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 CNB or
CNB Bank, or in which CNB or CNB Bank holds a security interest, and, where
required by the context,

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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 CNB or CNB 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 CNB nor CNB 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 CNB or CNB Bank),
except as disclosed in Sections 3.6(b) and 6.4 hereof and any related
Disclosure Schedules);

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

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

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

(e) Any other contract or agreement which would be
required to be disclosed in reports filed by CNB with the SEC or the FRB and
which has not been so disclosed.

Section 3.17 Regulatory Matters. Neither CNB nor CNB 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 CNB nor CNB 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 the
Mississippi Shareholder Protection Act, Section 79-25-1, et seq., or the
Mississippi Control Share Act, Section 79-27-1, et seq., of the Mississippi
Code of 1972 (Annotated).

Section 3.20 Insurance. CNB and CNB 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 CNB and CNB Bank, the policies of fire, theft,
liability and other insurance maintained with respect to the assets or
businesses of CNB and CNB Bank, provide adequate coverage against loss, and the
fidelity bonds in effect as to which CNB or CNB Bank is named an insured are
sufficient for their purpose. Such policies of insurance are listed and
described in Disclosure Schedule 3.20.

Section 3.21 Labor. No work stoppage involving CNB or CNB Bank is
pending as of the date hereof or, to the knowledge of CNB or CNB Bank,
threatened. Neither CNB nor CNB Bank is involved in, or, to the knowledge of
CNB or CNB Bank, threatened with or affected by, any proceeding asserting that
CNB or CNB 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 CNB on a
consolidated basis. No union represents or claims to represent any employees
of CNB or CNB Bank, and, to the knowledge of CNB and CNB Bank, no labor union
is attempting to organize employees of CNB or CNB Bank.

Section 3.22 Compliance with Laws. Each of CNB and CNB Bank has
conducted its business in accordance with all applicable federal, foreign,
state and local laws, regulations and orders, and each is in compliance with
such laws, regulations and orders, except for such violations or
non-compliance, which when taken

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together as a whole, will not have a material adverse effect on the Condition
of CNB on a consolidated basis. Except as disclosed in Disclosure Schedule
3.22, neither CNB nor CNB 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 CNB on a consolidated
basis; and

(b) Has received a notification or communication from any
agency or department of federal, state or local
government or the Regulatory Authorities or the staff
thereof (i) asserting that CNB or CNB Bank is not in
compliance with any laws or orders which such
governmental authority or Regulatory Authority
enforces, where such noncompliance is reasonably
likely to have a material adverse effect on the
Condition of CNB on a consolidated basis, (ii)
threatening to revoke any permit, the revocation of
which is reasonably likely to have a material adverse
effect on the Condition of CNB on a consolidated
basis, (iii) requiring CNB or CNB 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 CNB or CNB 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 CNB Bank at the time such deposits were entered
into, (b) the agreements listed in Sections 3.6(b) and 6.4 (and the related
Disclosure Schedules, (c) the promissory note referred to in Section 3.3(f)(iv)
and Disclosure Schedule 3.16 hereof and (d) the items described on Disclosure
Schedule 3.23, there are no contracts with or commitments to present or former
stockholders, directors, officers or employees involving the expenditure of
more than $1,000 as to any one individual, including, with respect to any
business directly or indirectly controlled by any such person, or $5,000 for
all such contracts for commitments in the aggregate for all such individuals.

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

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

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST AND ST-SUB

SouthTrust and ST-Sub hereby represent and warrant to CNB 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 and each of

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its significant subsidiaries (as such term is defined in Regulation S-X
promulgated by the SEC) (the "Significant Subsidiaries") 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 and each of its Significant Subsidiaries is
licensed or qualified to do business in each jurisdiction in which the nature
of the business conducted by SouthTrust or its Significant Subsidiaries, or the
character or location of the properties and assets owned or leased by
SouthTrust or its Significant Subsidiaries 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 CNB.

(b) SouthTrust and each of its Significant Subsidiaries
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 Mississippi. ST-Sub has the corporate power and
authority to own or lease all of its properties and assets and to carry on its
business as now conducted, or as proposed to be conducted pursuant to this
Agreement, and ST-Sub is licensed or qualified to do business in each
jurisdiction which the nature of the business conducted or to be conducted by
ST-Sub, or the character or location or the properties and assets owned or
leased by ST-Sub make such licensing or qualification necessary, except where
the failure to be so licensed or qualified (or steps necessary to cure such
failure) would not have a material adverse effect on the Condition of
SouthTrust on a consolidated basis. True and correct copies of the Certificate
or Articles of Incorporation and Bylaws of ST-Sub, as each may be amended to
the date hereof, have been delivered to CNB.

(b) ST-Sub has, and 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 or on the Condition of ST-Sub on a consolidated basis.

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

Section 4.3 Capitalization. As of December 31, 1993, the
authorized capital stock of SouthTrust consisted of 150,000,000 shares of
common stock, par value $2.50 per share, 79,425,781 shares (which includes the
rights associated with such shares pursuant to that certain Rights Agreement
dated as of February 22, 1989 between SouthTrust and Mellon Bank, N.A.) of
which are issued and outstanding (exclusive of any such shares held in the
treasury of SouthTrust as of the date hereof), and 5,000,000 shares of
preferred stock, par value $1.00 per share, none of which is issued and
outstanding as of the date hereof. All issued and outstanding SouthTrust
Shares have been duly authorized and validly issued, and all such shares are
fully paid and nonassessable.

Section 4.4 Authorization; No Violation. (a) The execution,
delivery, and performance of this Agreement, and the consummation of the
transactions contemplated hereby and in any related agreements, have been duly
authorized by the Boards of Directors of SouthTrust and ST-Sub, and no other
corporate proceedings on the part of SouthTrust or ST-Sub are 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.

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(b) 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
(A) and (B) 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 delivered
to CNB 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 and June 30, 1994, and SouthTrust shall deliver to CNB, 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 actual transactions. Each of the Financial Statements of
SouthTrust (including the related notes) fairly presents or will fairly present
the consolidated financial position of SouthTrust as of the respective dates
thereof and fairly presents or will fairly present the results of operations of
SouthTrust for the respective periods therein set forth.

(c) Since December 31, 1993, SouthTrust has not incurred
any obligation or liability (contingent or otherwise) that has or might
reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the Condition of SouthTrust on a consolidated basis, except
obligations and liabilities (i) which are accrued or reserved against in the
Financial Statements of SouthTrust or reflected in the notes thereto, and (ii)
which were incurred after December 31, 1993 in the ordinary course of business
consistent with past practices. Since December 31, 1993, and except for the
matters described in (i) and (ii) above, SouthTrust has not incurred or paid
any obligation or liability which would be material to the Condition of
SouthTrust on a consolidated basis.

Section 4.6 Absence of Certain Changes or Events. Since December
31, 1993, there has not been any material adverse change in the Condition of
SouthTrust on a consolidated basis, and to the knowledge of 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, neither SouthTrust nor ST-Sub is a party to
any, and there are no pending, or, to the knowledge of SouthTrust or ST-Sub,
threatened, legal, administrative, arbitrary or other proceedings, claims,
actions, causes of action or governmental investigations of any nature against
SouthTrust challenging the validity or propriety of the transactions
contemplated by this Agreement or which would be required to be reported by
SouthTrust pursuant to Item 103 of Regulation S-K promulgated by the SEC.

Section 4.8 Insurance. SouthTrust and ST-Sub have 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.

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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 CNB; and (iii) filing of Articles or
Certificate of Merger with the State of Mississippi; 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 CNB 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 CNB 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 CNB 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 Securities Act of 1933 Matters. Upon the
Registration Statement described in Section 6.7 becoming effective as
contemplated thereby, the SouthTrust Shares issuable under this Agreement, in
the hands of a nonaffiliate of CNB, may be resold under the Securities Act of
1933 and applicable state securities law free of any holding period, volume,
manner of sale or notice of sale limitations, and subject to the holding period
imposed by Section 5.7(b) hereof, the SouthTrust Shares issuable under this
Agreement, in the hands of an affiliate of CNB, may be resold under the
Securities Act of 1933 and applicable securities law, subject only to complying
with Rule 145(d) of the Securities Act of 1933, which, among other things,
means that the SouthTrust Shares may be resold by such affiliate in accordance
with the provisions of paragraphs (c), (e), (f) and (g) of Rule 144 of the
Securities Act of 1933.

Section 4.13 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 by this Agreement.

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

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of CNB. (a) During the
period from the date of this Agreement to the Effective Time of the Merger, CNB
shall and shall cause CNB 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 CNB 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.

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(b) During the period from the date of this Agreement to
the Effective Time of the Merger, except as required by law or regulation, CNB
shall not, and it shall not permit CNB Bank, without the prior written consent
of SouthTrust, to:

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

(ii) change the number of shares of the authorized, issued or
outstanding capital stock of CNB, 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 CNB,
declare, set aside or pay any dividend or other distribution
with respect to the outstanding capital stock of CNB, except
for the declaration and payment of the regular dividends
contemplated by Section 3.9 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 (including the borrowing of
federal funds and funds from the Federal Home Loan Bank, in a
manner consistent with prior practices, to finance CNB Bank's
residential mortgage loan operations;

(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 Disclosure
Schedule 5.1(b)(iv) and other than expenditures necessary to
maintain existing assets in good repair;

(v) sell, transfer, convey or otherwise dispose of any real
property (including "other real estate owned") or interest
therein having a book value in excess of or in exchange for
consideration in excess of $10,000, except for sale of the
parcels of "other real estate owned" described in Disclosure
Schedule 5.1(b)(v) in exchange for consideration not less than
that specified in Disclosure Schedule 5.1(b)(v) with respect
to each such parcel, provided, however, that neither CNB nor
CNB Bank has lent or will lend any money to any purchaser of
any such parcel, or, directly or indirectly, has supplied or
will supply the financing relating to any sale, transfer or
disposition of any such parcel;

(vi) pay any bonuses to any executive officer or employee, except
pursuant to the terms of an enforceable written employment
agreement and pursuant to the 1994 bonus program for
employees, which annual bonuses are listed and described in
Disclosure Schedule 5.1(b)(vi); 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

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officers, except as required by law and except as contemplated
by Section 6.4(b) of this Agreement;

(vii) enter into or extend any agreement, lease or license relating
to real property, personal property, data processing or
bankcard functions relating to CNB or CNB Bank that involves
an aggregate of $10,000; or

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

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

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

(b) All information furnished by the parties hereto
pursuant to this Agreement shall be treated as the sole property of the party
providing such information until the consummation of the Merger contemplated
hereby and, if such transaction shall not occur, the party receiving the
information shall return to the party which furnished such information, all
documents or other materials containing, reflecting or referring to such
information, shall use its best efforts to keep confidential all such
information, and shall not directly or indirectly use such information for any
competitive or other commercial purposes. The obligation to keep such
information confidential shall continue for two (2) years from the date the
proposed transactions are abandoned but shall not apply to (i) any information
which (A) the party receiving the information was already in possession of
prior to disclosure thereof by the party furnishing the information, (B) was
then available to the public, or (C) became available to the public

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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 CNB Shareholders. CNB will take all
steps necessary under applicable laws to call, give notice of, convene and hold
a meeting of its shareholders at such time as may be mutually agreed to by the
parties for the purpose of approving this Agreement and the transactions
contemplated hereby and for such other purposes consistent with the complete
performance of this Agreement as may be necessary or desirable. The Board of
Directors of CNB will recommend to its shareholders the approval of this
Agreement and the transactions contemplated hereby and CNB 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. CNB, 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 CNB or CNB 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 CNB or CNB Bank. CNB shall promptly advise SouthTrust orally and in
writing of any such inquiries or proposals received by CNB or CNB 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 CNB or CNB
Bank or for the acquisition of a significant equity interest in CNB or CNB Bank
for the acquisition of a significant portion of the assets of CNB or CNB Bank.

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

Section 5.7 Affiliates. (a) At least thirty (30) days prior to
the Effective Time of the Merger, CNB shall deliver to SouthTrust a letter
identifying all persons who are, at the time this Agreement is submitted for
approval to the shareholders of CNB, "affiliates" of CNB for purposes of Rule
145 under the Securities Act of 1933. CNB shall use all reasonable efforts to
cause each person named in the letter delivered by it and to deliver to
SouthTrust, at or prior to the Effective Time of the Merger, a written
agreement substantially in the form of Exhibit 5.7, providing that such person
will not sell, pledge, transfer, or otherwise dispose of the CNB Shares held by
such person except as contemplated by such agreement or by this Agreement and
will not sell, pledge, transfer, or otherwise dispose of the SouthTrust Shares
to be received by such person upon consummation of the Merger except in
compliance with applicable provisions of the Securities Act of 1933.

(b) CNB shall use its reasonable efforts to cause each person
who is identified as an "affiliate" in the letter referred to above to deliver
to SouthTrust not later than thirty (30) days prior to the Effective Time of
the Merger, a written agreement, substantially in the form of Exhibit 5.7,
providing that until such time as the financial results covering at least
thirty (30) days of combined operations of SouthTrust and CNB have been
published within the meaning of Section 201.01 of the SEC's Codification of
Financial Reporting Policies the SouthTrust Shares issued to such affiliates of
CNB in exchange for the CNB Shares shall not be transferable until such time as
the financial results covering at least thirty (30) days of combined operations
of SouthTrust and CNB 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 interest accounting treatment, the SouthTrust Shares
issued to such affiliates of CNB shall not be transferable until such time as
the financial results covering at least thirty days of combined operations of
SouthTrust and CNB have been published within the meaning of Section 201.01 of
the SEC's Codification of Financial Reporting Policies regardless of whether
each such affiliate has provided the written agreement referred to in this
Section 5.7(b).

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Section 5.8 Maintenance of Properties. CNB and CNB 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,
CNB will, at SouthTrust's expense, with respect to each parcel of real property
that CNB or CNB 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, CNB
will, at SouthTrust's own expense, with respect to each parcel of real property
that CNB or CNB 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, CNB, at SouthTrust's expense, will procure
and deliver to SouthTrust at least thirty (30) days prior to the Effective Time
of the Merger, a survey of such real property, which survey shall be reasonably
acceptable to and shall be prepared by a licensed surveyor reasonably
acceptable to SouthTrust, disclosing the locations of all improvements,
easements, sidewalks, roadways, utility lines and other matters customarily
shown on such surveys and showing access affirmatively to public streets and
roads and providing the legal description of the property in a form suitable
for recording and insuring the title thereof (the "Survey"). The Survey shall
not disclose any material 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, CNB shall take, or cause to be taken, all steps reasonably
requested by SouthTrust to cure any material deficiencies in regulatory
compliance by CNB or CNB Bank, including compliance with Regulations Z and CC
of the FRB); provided that neither SouthTrust nor ST-Sub shall be responsible
for discovering or have any obligation to disclose the existence of such
defects to CNB 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, CNB 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, CNB Bank and ST Bank shall have executed and delivered the
Subsidiary Merger Agreement, substantially in the form annexed hereto as
Exhibit 5.14. CNB agrees that it shall vote by action by written consent or as
otherwise required the shares of capital stock of CNB Bank held by CNB in favor
of the adoption and approval of the Subsidiary Merger Agreement and the
consummation of the transactions contemplated thereby.

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

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

Section 6.2 Regulatory Matters. (a) Following the execution and
delivery of this Agreement, SouthTrust and CNB shall cause to be prepared and
filed all required applications and filings with the Regulatory Authorities
which are necessary or contemplated for the obtaining of the Consents of the
Regulatory Authorities for consummation of the Merger. Such applications and
filings shall be in such form as may be prescribed by the respective government
agencies and shall contain such information as they may require. The parties
hereto will

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

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

Section 6.3 Other Matters. (a) The parties acknowledge that
nothing in this Agreement shall be construed as constituting an employment
agreement between SouthTrust or any of its affiliates and any officer or
employee of CNB or CNB Bank or an obligation on the part of SouthTrust or any
of its affiliates to employ any such officers or employees.

(b) Except as otherwise provided in Sections 6.4(a) and
6.4(b) hereof, the parties agree that appropriate steps shall be taken to
terminate all employee benefit plans of CNB other than the Citizens National
Bank 401(K) Salary Savings Plan (the "CNB PS Plan") and the Citizens National
Bank Employee Stock Ownership Stock Bonus Plan (the "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 CNB PS Plan and
ESOP), and subject to Section 6.3(c) hereof, SouthTrust agrees that the
officers and employees of CNB 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 CNB'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 CNB, CNB Bank or any of their respective subsidiaries
prior to the Effective Time of the Merger ("Past Service
Credit") shall be given by SouthTrust to employees for
purposes of:

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

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

(c) The parties further agree that the CNB PS Plan will either be
(i) merged into the SouthTrust Corporation Employee's Profit Sharing Plan (the
"ST PS Plan") or (ii) terminated as of such date prior to, on or after the
Effective Time of the Merger, all as SouthTrust shall determine and specify.
The determination as to whether the CNB PS Plan shall be terminated or merged
into the ST PS Plan shall be made by SouthTrust. From

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and after (i) January 1 following the termination of the CNB PS Plan or (ii)
the merger of the CNB PS Plan into the ST PS Plan, for purposes of determining
eligibility to participate in, and vesting in accrued benefits under both the
ST PS Plan and the SouthTrust Corporation Revised Retirement Income Plan (the
"ST Retirement Plan"), employment by CNB 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.

(d) CNB and CNB Bank agree that prior to January 1, 1995 CNB Bank
shall adopt such amendments to the ESOP as counsel to SouthTrust may deem
necessary or appropriate to bring the ESOP into compliance with applicable law
and shall apply to the Internal Revenue Service for a determination letter that
the ESOP, as so amended, continues to qualify for tax favored treatment under
Section 401(a) of the Code. The ESOP, as so amended, and as further amended to
the extent, if any, necessary to obtain such a determination letter from the
Internal Revenue Service, shall be terminated as of such date prior to, on, or
after the Effective Time of the Merger, all as SouthTrust may determine and
specify, and, in the event that SouthTrust shall determine and specify that
such termination shall be effective as of a date prior to the Effective Time of
the Merger, CNB and CNB Bank agree that they will take such steps as may be
necessary or appropriate to effect the termination of the ESOP on or prior to
the date specified by SouthTrust. Notwithstanding the foregoing, no
distribution shall be made from the ESOP in connection with such termination
prior to receipt from the Internal Revenue Service of a favorable determination
letter with respect to the effect of such termination upon the qualified status
of the ESOP.

Section 6.4 Deferred Compensation Matters.

(a) As of the Effective Time of the Merger, SouthTrust or one of
its banking subsidiaries shall execute an instrument in writing with Mr. T. K.
Harris pursuant to which SouthTrust or such subsidiary shall assume the
obligations of CNB Bank pursuant to that certain Deferred Compensation
Agreement between T. K. Harris and CNB Bank dated December 8, 1988, as amended
and restated on June 10, 1993, and that certain Deferred Compensation Agreement
between T. K. Harris and CNB Bank dated December 8, 19__ as amended and
restated as of August 10, 1994, and as of the Effective Time of the Merger,
SouthTrust or one of its banking subsidiaries shall execute an instrument in
writing with Dr. Harry Burrow, Jr. pursuant to which SouthTrust or such
subsidiary shall assume the obligations of CNB Bank to pay the deferred
compensation and other payments pursuant to that certain Deferred Compensation
Agreement between Dr. Harry Burrow., Jr. and CNB Bank dated December 8, 1988,
as amended and restated as of August 10, 1994; provided, however, that such
assumption by SouthTrust or one of its banking subsidiaries shall not create
any obligation on behalf of, or be deemed to obligate, SouthTrust or its
affiliates to cause Mr. Harris and Dr. Burrow to be elected to the Board of
Directors of CNB Bank (or its successor) or to continue in such capcity
following the Effective Time of the Merger.

(b) As of the Effective Time of the Merger, SouthTrust and the
persons listed in Disclosure Schedule 6.4(b) shall execute an instrument in
writing pursuant to which SouthTrust shall agree, or shall cause one of its
banking subsidiaries to agree, to pay to those persons identified in Disclosure
Schedule 6.4(b) the accrued benefit amounts set forth opposite their name in
Disclosure Schedule 6.4(b), plus interest at the rate specified in such
Disclosure Schedule 6.4(b) from December 31, 1994 through the Effective Time of
the Merger or the date of payment, whichever is later, which payment shall be
made on the dates described in Disclosure Schedule 6.4(b), and such instrument
in writing shall provide further that the deferred compensation agreements
between CNB Bank and such persons, as identified in more detail in Disclosure
Schedule 6.4(b), shall be cancelled and terminated as of the Effective Time of
the Merger.

(c) In the event that any banking subsidiary of SouthTrust assumes
the obligations described in Section 6.4(a) hereof or executes any instrument
described in Section 6.4(b) hereof, SouthTrust shall unconditionally guarantee
the obligations of such subsidiary pursuant thereto.

Section 6.5 Indemnification. (a) CNB agrees to indemnify, defend
and hold harmless SouthTrust and ST-Sub, 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

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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; provided, however,
that the foregoing indemnification shall not apply to the extent that any such
loss, liability, claim or expense arises out of or is alleged to arise out of
any alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished by SouthTrust or ST-Sub expressly
for use in such Registration Statement, Proxy Statement or application.

(b) For a period of three years following the Effective Time of
the Merger, SouthTrust shall indemnify and hold harmless each of the the
officers, directors, employees or agents of CNB or CNB Bank, to the full extent
permitted by the Articles or Certificate of Incorporation and Bylaws of CNB and
CNB Bank, as in effect, in the case of CNB, as of the date hereof and, in the
case of CNB Bank, as of the Effective Time of the Merger, against any costs or
expenses (including attorneys' fees), judgments, fines, losses, claims,
damages, liabilities and amounts paid in settlement in connection with any
action, suit, proceeding or investigation arising out of or pertaining to any
action or omission by such director, officer, employee or agent occurring on or
prior to the Effective Time of the Merger in his capacity as such, and
SouthTrust shall ensure that such indemnification rights shall continue in full
force and effect, without any limit thereto, after such three-year period with
respect to any claim accruing prior to the expiration of such three-year
period. Prior to the Effective Time of the Merger, CNB Bank may amend its
Articles of Association and/or Bylaws to provide for indemnification to its
officers, directors, employees or agents to the maximum extent permitted by 12
CFR Section 7.5217.

(c) Officers, directors, employees and agents of CNB and CNB Bank
shall not be entitled to any indemnification rights after the Effective Time of
the Merger, except as otherwise provided in Section 6.5(b) hereof and except
that such persons, in the event they serve as officers, directors, employees or
agents of SouthTrust, ST-Sub or any affiliate of SouthTrust after the Effective
Time of the Merger, shall be entitled to such prospective indemnification
rights to which they may be entitled under the Restated Certificate of
Incorporation, Certificate or Articles of Incorporation and Bylaws of
SouthTrust, ST-Sub or any affiliate of SouthTrust.

(d) The provisions of this Section 6.5 is not intended by the
parties to have any effect upon any coverage that may be available to such
officers, directors, employees and agents of CNB or CNB Bank for claims made
prior to the Effective Time of the Merger under the provisions of any officer's
and director's liability insurance policy of CNB or CNB Bank that is in effect
as of the date hereof.

Section 6.6 Current Information. During the period from the date
of this Agreement to the Effective Time of the Merger or the time of
termination or abandonment hereunder, SouthTrust will cause one or more of its
designated representatives to confer on a regular and frequent basis with CNB
and to report with respect to the general status and the ongoing operations of
SouthTrust and ST-Sub, including assets, earnings and similar items.

Section 6.7 Registration Statement. (a) SouthTrust shall cause a
Registration Statement on Form S-4 to be filed with the SEC and applicable
state securities authorities in connection with the SouthTrust Shares to be
issued in the Merger and SouthTrust shall use its best efforts to cause such
Registration Statement to be declared effective under the Securities Act of
1933 prior to the date that it is transmitted to the shareholders of CNB. The
Registration Statement, at the time it becomes effective, shall in all material
respects conform to the requirements of the Securities Act of 1933 and the
general rules and regulations of the SEC under the Securities Act of 1933. The
Registration Statement on Form S-4 shall include the form of Proxy Statement
for the meeting of CNB's shareholders to be held for the purpose of having such
shareholders vote upon the approval of this Agreement. CNB 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 securities laws, as
appropriate.

(b) Following the Effective Time of the Merger,
SouthTrust, at its own expense, will cause its counsel to issue appropriate and
timely legal opinions to transfer agents, registrars and brokers to the effect
that affiliates of CNB may resell the SouthTrust Shares issued to them in the
Merger in accordance with, and subject to complying with, the provisions of
Rules 145 and 144 of the Securities Act of 1933, as described in Section 4.12
of this Agreement.

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Section 6.8 Reservation of Shares. SouthTrust shall reserve for
issuance such number of SouthTrust Shares as shall be necessary (i) to pay the
consideration contemplated in this Agreement and (ii) to comply with the
provisions of Section 2.2(b). If at any time the aggregate number of
SouthTrust Shares remaining unissued (or in treasury) shall not be sufficient
to meet such obligation, SouthTrust shall take all appropriate actions to
increase the amount of its authorized common stock.

Section 6.9 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 CNB, 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 CNB.

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

Section 7.4 Proxy Statement and Registration Statement. The
Registration Statement shall have been declared effective by the SEC, no stop
order suspending the effectiveness of the Registration Statement shall have
been issued, no action, suit, proceeding or investigation by the SEC to suspend
the effectiveness of the Registration Statement shall have been initiated, and
SouthTrust shall have received all state securities laws, or "Blue Sky" permits
or other authorizations, or confirmations as to the availability of exemptions
from registration requirements, as may be necessary to issue the SouthTrust
Shares pursuant to the terms of this Agreement.

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST AND ST-SUB

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

Section 8.1 Representations and Warranties. The representations
and warranties of CNB 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. CNB shall have performed
in all material respects all covenants, obligations and agreements required to
be performed by it under this Agreement prior to the Effective Time of the
Merger.

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Section 8.3 Certificate Representing Satisfaction of Conditions.
CNB 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 CNB 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 reasonable judgment of SouthTrust, (a) would have a
material adverse effect on the Condition of CNB on a consolidated basis or the
consummation of the transactions contemplated by this Agreement, (b) pertains
to CNB or CNB Bank, and would be of such significance with respect to the
Condition of CNB on a consolidated basis or the 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, or (c) 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 Watkins & Eager or other counsel to CNB acceptable
to SouthTrust to the effect set forth in Exhibit 8.5 hereof.

Section 8.6 Consents Under Agreements. CNB 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 CNB 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 reasonablejudgment 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 CNB
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 CNB or any banking or other subsidiary of SouthTrust,
no such term or condition imposed by any Regulatory Authority in connection
with the grant of any Consent by any Regulatory Authority shall be deemed to be
a material adverse requirement unless it materially differs from terms and
conditions customarily imposed by any such entity in connection with the
acquisition of banks and bank holding companies under similar circumstances.

Section 8.8 Other Deferred Compensation. The instruments in
writing referred to in Sections 6.4(a) and 6.4(b) shall have been executed and
delivered by T. K. Harris and Dr. Harry Burrow, Jr. and the persons identified
in Disclosure Schedule 6.4(b).

Section 8.9 Outstanding Shares of CNB. The total number of CNB
Shares outstanding as of the Effective Time of the Merger and the total number
of CNB Shares covered by any option, warrant, commitment, or other right or
instrument to purchase or acquire any CNB Shares that are outstanding as of the
Effective Time of the Merger, including any securities or rights convertible
into or exchangeable for CNB Shares, shall not exceed 606.0202 shares in the
aggregate.

Section 8.10 Dissenters. The holders of not more than six percent
(6%) of the outstanding CNB Shares shall have elected to exercise their right
to dissent from the Merger and demand payment in cash for the fair or appraised
value of their shares.

Section 8.11 Certification of Claims. CNB shall have delivered a
certificate to SouthTrust that CNB is not aware of any pending or threatened
claim under the directors and officers insurance policy or the fidelity bond
coverage of CNB.

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ARTICLE IX

CONDITIONS TO OBLIGATIONS OF CNB

The obligation of CNB to consummate the Merger as contemplated herein
is subject to each of the following conditions, unless waived as hereinafter
provided for:

Section 9.1 Representations and Warranties. The representations
and warranties of SouthTrust and ST-Sub contained in this Agreement or in any
certificate or document delivered pursuant to the provisions hereof (including,
without limitation, those set forth in Section 4.12) 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).

Section 9.2 Performance of Obligations. SouthTrust and ST-Sub
shall have performed in all material respects, all covenants, obligations and
agreements required to be performed by them and under this Agreement prior to
the Effective Time of the Merger, including, without limitation, the provisions
of the first two sentences of Section 6.7 hereof.

Section 9.3 Certificate Representing Satisfaction of Conditions.
SouthTrust and ST-Sub shall have delivered to CNB a certificate dated as of the
Closing Date 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 CNB that any fact, event or condition exists or has occurred
that, in the judgment of CNB, (a) would have a material adverse effect on the
Condition of SouthTrust on a consolidated basis or the consummation of the
transactions contemplated by this Agreement, or (b) would render the Merger or
the other transactions contemplated by this Agreement impractical because of
any state of war, national emergency, banking moratorium, or a general
suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other
national securities exchange.

Section 9.5 Consents Under Agreements. SouthTrust and ST-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 CNB, individually or in the aggregate,
have a material adverse effect upon the consummation of the transactions
contemplated hereby.

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

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

Section 9.8 Tax Opinion. CNB shall have received an opinion of
Deloitte & Touche, L.L.P., or CNB's independent public accountants, on or
before the date on which the Proxy Statement of CNB is to be mailed to holders
of CNB 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 CNB to the extent that they
receive SouthTrust Shares in exchange for their CNB Shares in the Merger.

Section 9.9 Deferred Compensation Matters. As of the Effective
Time, SouthTrust shall have executed and delivered the instruments in writing
referred to in Sections 6.4(a) and 6.4(b) of this Agreement.

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:

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

(b) by SouthTrust or CNB if the Merger shall not have
occurred on or prior to June 30, 1995, provided that the failure to consummate
the Merger on or before such date is not caused by any breach of any of the
representations, warranties, covenants or other agreements contained herein by
the party electing to terminate pursuant to this Section 10.1(b);

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

(d) by SouthTrust if: (i) SouthTrust shall have
determined that any fact, event or condition exists that, in the reasonable
judgment of SouthTrust, (A) is materially at variance with any warranty or
representation of CNB or CNB Bank set forth in the Agreement or is a material
breach of any covenant or agreement of CNB or CNB Bank contained in the
Agreement, (B) has a material adverse effect upon the Condition of CNB on a
consolidated basis or upon the consummation of the transactions contemplated by
the Agreement, (C) pertains to CNB or CNB Bank and would be of such
significance with respect to the Condition of CNB on a consolidated basis or
the economic benefits expected to be obtained by SouthTrust under this
Agreement so as to render inadvisable consummation of the transactions
contemplated by the Agreement, or (D) 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 CNB if (i) CNB shall have determined that any
fact, event or condition exists that, in the reasonable judgment of CNB, (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) CNB shall have determined that any fact, event or condition
exists that, in the reasonable judgment of CNB, would render the Merger and the
other transactions contemplated by this Agreement impractical because of any
state of war, national emergency, banking moratorium or general suspension of
trading on NASDAQ, the New York Stock Exchange, Inc. or other national
securities exchange.

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

Section 10.3 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 CNB, 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 CNB.

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 CNB, 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

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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 CNB 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, CNB or CNB 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, CNB or CNB
Bank contained herein shall be deemed to be terminated or extinguished so as to
deprive SouthTrust or ST-Sub, on the one hand, and CNB or CNB 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, CNB or CNB 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
CNB with respect to the transactions contemplated hereunder and this Agreement
supersedes all prior arrangements or understandings with respect thereto. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors. Nothing in
this Agreement, expressed or implied, is intended to confer upon any person,
firm, corporation or entity, other than the parties hereto and their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.

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

If to CNB:

CNB Capital Corp.
1114 Jackson Avenue
Box 1758
Pascagoula, Mississippi 39567
Attention: Mr. T.K. Harris
Fax (601) 762-4424

with a copy to:

Watkins & Eager
P. O. Box 650
Jackson, Mississippi 39205
Attention: Frank J. Hammond III, Esq.
Fax (601) 354-3623

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If to ST-Sub or SouthTrust, then to:

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

with a copy to:

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

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

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

Section 11.4 Costs and Expenses. In the event the transactions
contemplated by this Agreement are not consummated, expenses incurred by CNB,
on the one hand, and SouthTrust, on the other hand, in connection with or
related to the authorization, preparation and execution of this Agreement, the
solicitation of shareholder approval and all other matters related to the
closing of the transactions contemplated hereby, including all fees and
expenses of agents, representatives, counsel and accountants employed by either
such party or its affiliates, shall be borne solely and entirely by the party
which has incurred same.

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

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

Section 11.7 Governing Law. This Agreement is made and shall be
governed by and construed in accordance with the laws of the State of Alabama
(without respect to its conflicts of laws principles) except to the extent (i)
the Mississippi Business Corporation Act is applicable or (ii) superseded by
federal law.

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

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Section 11.10 Waiver. The waiver by any party of the performance of
any agreement, covenant, condition or warranty contained herein shall not
invalidate this Agreement, nor shall it be considered a waiver of any other
agreement, covenant, condition or warranty contained in this Agreement. A
waiver by any party of the time for performing any act shall not be deemed a
waiver of the time for performing any other act or an act required to be
performed at a later time. The exercise of any remedy provided by law, equity
or otherwise and the provisions in this Agreement for any remedy shall not
exclude any other remedy unless it is expressly excluded. The waiver of any
provision of this Agreement must be signed by the party or parties against whom
enforcement of the waiver is sought. This Agreement and any exhibit, memorandum
or schedule hereto or delivered in connection herewith may be amended only by a
writing signed on behalf of each party hereto.

Section 11.11 Construction of Terms. Whenever used in this
Agreement, the singular number shall include the plural and the plural the
singular. Pronouns of one gender shall include all genders. Accounting terms
used and not otherwise defined in this Agreement have the meanings determined
by, and all calculations with respect to accounting or financial matters unless
otherwise provided for herein, shall be computed in accordance with generally
accepted accounting principles, consistently applied. References herein to
articles, sections, paragraphs, subparagraphs or the like shall refer to the
corresponding articles, sections, paragraphs, subparagraphs or the like of this
Agreement. The words "hereof", "herein", and terms of similar import shall
refer to this entire Agreement. Unless the context clearly requires otherwise,
the use of the terms "including", "included", "such as", or terms of similar
meaning, shall not be construed to imply the exclusion of any other particular
elements.

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

<TABLE>
<S> <C>
[CORPORATE SEAL]
CNB CAPITAL CORP.

By: /s/ T.K. HARRIS
-----------------------------------------------------
ATTEST Its Chief Executive Officer

/s/ WALTER H. STUART III
- ----------------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST OF MISSISSIPPI, INC.

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

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

[CORPORATE SEAL]
SOUTHTRUST CORPORATION

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

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

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AGREEMENT AND PLAN OR MERGER
OF SOUTHTRUST OF MISSISSIPPI, INC.
WITH CNB CAPITAL CORP.
________________________________________________________

LIST OF SCHEDULES
________________________________________________________

Disclosure Schedule 3.3(f)
Disclosure Schedule 3.4
Disclosure Schedule 3.5
Disclosure Schedule 3.7
Disclosure Schedule 3.10
Disclosure Schedule 3.11
Disclosure Schedule 3.12(a)
Disclosure Schedule 3.13(a)
Disclosure Schedule 3.14(a)
Disclosure Schedule 3.14(b)
Disclosure Schedule 3.16
Disclosure Schedule 3.20
Disclosure Schedule 3.22
Disclosure Schedule 3.23
Disclosure Schedule 4.4
Disclosure Schedule 4.7
Disclosure Schedule 5.1(b)(iv)
Disclosure Schedule 5.1(b)(v)
Disclosure Schedule 6.4(b)

Exhibit 5.7
Exhibit 5.14
Exhibit 8.5
Exhibit 9.6

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EXHIBIT B

SUBSIDIARY AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST BANK OF SOUTH MISSISSIPPI
AND
CITIZENS NATIONAL BANK

This SUBSIDIARY AGREEMENT AND PLAN OF MERGER (the
"Agreement"), dated as of the 23rd day of January, 1995, is by and between
SOUTHTRUST BANK OF SOUTH MISSISSIPPI, a Mississippi state banking association
("ST-Bank") and wholly-owned subsidiary of SOUTHTRUST OF MISSISSIPPI, INC., a
Mississippi corporation ("ST-Sub"), which in turn is a wholly-owned subsidiary
of SOUTHTRUST CORPORATION, a Delaware corporation ("SouthTrust"), and CITIZENS
NATIONAL BANK, a national banking association ("CNB Bank") and wholly-owned
subsidiary of CNB Capital Corp., a Mississippi corporation and a registered
bank holding company ("CNB").

W I T N E S S E T H:

WHEREAS, CNB, ST-Sub and SouthTrust have previously entered
into that certain Agreement and Plan of Merger dated as of November 29, 1994
(the "Parent Merger Agreement"), pursuant to which CNB will merge with and into
ST- Sub (the "Parent Merger");

WHEREAS, the Boards of Directors of ST-Bank and CNB Bank have
approved, and deem it advisable to consummate, the transactions provided for
herein pursuant to which CNB Bank will merge with and into ST-Bank, subject to
and 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 premises 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, CNB
Bank shall be merged with and into ST-Bank (the "Bank Merger") under the
charter of ST-Bank, and ST-Bank shall be the surviving association (sometimes
hereinafter referred to as the "Bank" when reference is made to it after the
Effective Time of the Bank Merger (as defined below)). The name of the
surviving association shall be SouthTrust Bank of South Mississippi, a
Mississippi state banking association, and the business of the Bank shall be
that of a state banking association.

(b) The Bank Merger shall occur immediately
following the consummation of the Parent Merger (the "Effective Time of the
Bank Merger") or at such other date and time as CNB Bank and ST-Bank may
mutually agree.

1.2 Effect of Merger. At the Effective Time of the Bank
Merger, CNB Bank shall be merged with and into ST-Bank and the separate
existence of CNB Bank shall cease. All of the shares of capital stock of CNB
Bank issued and outstanding as of the Effective Time of the Bank 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

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Bank Merger shall constitute the only outstanding shares of capital stock of
the Bank following consummation of the Bank Merger.

1.3 Conveyance. At the Effective Time of the Bank
Merger, CNB Bank shall be merged with and into ST-Bank and the separate
existence of CNB Bank shall cease. The Bank shall have all the rights,
privileges, immunities and powers and shall be subject to all the duties and
liabilities of a banking association organized under the laws of the State of
Mississippi 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 merging institutions. All property (real, personal and mixed) and all
debts on whatever account, including subscriptions to shares, and all other
choses in action, all and every other interest, of or belonging to or due to
each of the merging institutions so merged, shall be taken and deemed to be
transferred to and vested in the Bank without further act or deed. The title
to any real estate, or any interest therein, vested in any of the merging
institutions shall vest in the Bank and shall not be in any way impaired by
reason of the Bank Merger. The Bank shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the merging
institutions so merged; and any claim existing or action or proceeding pending
by or against either of the merging institutions may be prosecuted as if the
Bank Merger had not taken place or the Bank may be substituted in its place.
Neither the rights of creditors nor any liens upon the property of any merging
institutions shall be impaired by the Bank Merger.

1.4 Board of Directors; Articles of Incorporation;
Bylaws. The present Board of Directors of ST- Bank shall continue to serve as
the Board of Directors of the Bank until the next annual meeting or until such
time as their successors have been elected and have qualified. At the
Effective Time of the Bank Merger, the Articles of Incorporation and the Bylaws
of the Bank shall be the Articles of Incorporation and Bylaws of ST-Bank as in
effect immediately prior to the Bank Merger.

ARTICLE II

CAPITALIZATION

2.1 Capitalization of CNB Bank. As of the date hereof,
the authorized capital stock of CNB Bank consists of 450,000 shares of common
stock, par value $2.00 per share, all of which are issued and outstanding and
none of which is held in the treasury of CNB Bank.

2.2 Capitalization of ST-Bank. As of the date hereof,
the authorized capital stock of ST-Bank consists of 135,000 shares of common
stock, par value $5.00 per share, 120,581 shares of which are issued and
outstanding and none of which is held in the treasury of ST-Bank.

ARTICLE III

COVENANTS

3.1 Covenants of ST-Bank and CNB Bank. During the period
from the date of this Agreement and continuing until the Effective Time of the
Bank 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 CNB 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.

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ARTICLE IV

CONDITIONS PRECEDENT

4.1 Conditions to Each Party's Obligation to Effect the
Bank Merger. The respective obligations of each party to effect the Bank
Merger shall be subject to the satisfaction prior to the Effective Time of the
Bank Merger of the following conditions:

(a) Effective Time of the Parent Merger. The
Effective Time of the Parent Merger (as defined in the Parent Merger Agreement)
shall have occurred.

(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 Bank 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 Bank Merger, which makes the
consummation of the Bank Merger illegal as of the Effective Time of the Bank
Merger.

(c) Shareholder Approval. The sole shareholder
of CNB Bank and the sole shareholder of ST-Bank each shall have voted
affirmatively to approve the Bank Merger by a vote of not less than two-thirds
of the outstanding voting stock of CNB Bank and ST-Bank, respectively, and all
required notices for the taking of such votes shall have been timely given.

(d) Other Approvals. All requisite regulatory
approvals relating to the Bank 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 CNB 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 CNB 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 Bank 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 CNB Bank, respectively, at the
addresses for notices to ST-Sub or CNB Bank, respectively, as set forth in the
Parent Merger Agreement, with copies to the persons referred to therein.

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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 Parent Merger Agreement, this Agreement (including the documents and the
instruments referred to herein) constitutes the entire agreement and 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.

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

<TABLE>
<S> <C>
CITIZENS NATIONAL BANK

By /s/ T.K. HARRIS
-----------------------------------------------------
Its President
----------------------------------------------------
ATTEST:

By /s/ WALTER H. STUART III
------------------------------------------------
Its Secretary
---------------------------------------------

(Seal of Bank)
SOUTHTRUST BANK OF SOUTH MISSISSIPPI

By /s/ D'AUBY H. SCHIEL
-----------------------------------------------------
Its Chairman of the Board and C.E.O.
----------------------------------------------------
ATTEST:

By /s/ VICTOR B. PRINGLE
------------------------------------------------
Its Secretary
---------------------------------------------

(Seal of Bank)
</TABLE>

B-5
<PAGE> 119

EXHIBIT C

ARTICLE 13
DISSENTERS' RIGHTS

SUBARTICLE A. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

79-4-13.01 DEFINITIONS -- In this Article:

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

(2) "Dissenter" means a shareholder who is entitled to dissent
from corporate action under Section 79-4-13.02 and who exercises that right
when and in the manner required by Sections 79-4-13.20 through 79-4-13.28.

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

(4) "Interest" means interest from the effective date of the
corporate action until the date of payment, at the average rate currently paid
by the corporation on its principal bank loans or, if none, at a rate that is
fair and equitable under all the circumstances.

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

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

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

79-4-13.02 RIGHT TO DISSENT. -- (a) A shareholder is entitled to
dissent from, and obtain payment of the fair value of his shares in the event
of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the corporation is a
party (i) if shareholder approval is required for the merger by Section
79-4-11.03 or the articles of incorporation and the shareholder is entitled to
vote on the merger, or (ii) if the corporation is a subsidiary that is merged
with its parent under Section 79-4-11.04;

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

(3) Consummation of a sale or exchange of all, or substantially
all, of the property of the corporation other than in the usual and regular
course of business, if the shareholder is entitled to vote on the sale or
exchange, 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 one (1) year after the date of sale;

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

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

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

(iii) Alters or abolishes a preemptive right of the holder of the
shares to acquire shares or other securities;

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

(v) Reduces the number of shares owned by the shareholder to a
fraction of a share if the fraction share so created is to be acquired for cash
under Section 79-4-6.04; or

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

(b) Nothing in subsection (a)(4) shall entitle a shareholder of a
corporation to dissent and obtain payment for his shares as a result of an
amendment of the articles of incorporation exclusively for the purpose of
either (i) making such corporation subject to application of the Mississippi
Control Share Act, or (ii) making such act inapplicable to a control share
acquisition of such corporation.

(c) A shareholder entitled to dissent and obtain payment for his
shares under this article may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.

79-4-13.03 DISSENT BY NOMINEES AND BENEFICIAL OWNERS. -- (a) A record
shareholder may assert dissenters' rights as to fewer than all the shares
registered in his name only if he dissents with respect to all shares
beneficially owned by any one person and notifies the corporation in writing of
the name and address of each person on whose behalf he asserts dissenters'
rights. The rights of a partial dissenter under this subsection are determined
as if the shares as to which he dissents and his other shares were registered
in the names of different shareholders.

(b) A beneficial shareholder may assert dissenters' rights as to
shares held on his behalf only if:

(1) He submits to the corporation the record shareholder's written
consent to the dissent not later than the time the beneficial shareholder
asserts dissenters' rights; and

(2) He does so with respect to all shares of which he is the
beneficial shareholder or over which he has power to direct the vote.

79-4-13.20 NOTICE OF DISSENTERS' RIGHTS. -- (a) If proposed corporate
action creating dissenters' rights under Section 79-4-13.02 is submitted to a
vote at a shareholders' meeting, the meeting notice must state that
shareholders are or may be entitled to assert dissenters' rights under this
article and be accompanied by a copy of this article.

(b) If corporate action creating dissenters' rights under Section
79-4-13.02 is taken without a vote of shareholders, the corporation shall
notify in writing all shareholders entitled to assert dissenters' rights that
the action was taken and send them the dissenters' notice described in Section
79-4-13.22.

79-4-13.21 NOTICE OF INTENT TO DEMAND PAYMENT. -- (a) If proposed
corporate action creating dissenters' rights under Section 79-4-13.02 is
submitted to a vote at a shareholders' meeting, a shareholder who wishes to
assert dissenters' rights (1) must deliver to the corporation before the vote
is taken written notice of

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his intent to demand payment for his shares if the proposed action is
effectuated, and (2) must not vote his shares in favor of the proposed action.

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

79-4-13.22 DISSENTERS' NOTICE. -- (a) If proposed corporate action
creating dissenters' rights under Section 79-4-13.02 is authorized at a
shareholders' meeting, the corporation shall deliver a written dissenters'
notice to all shareholders who satisfied the requirements of Section 79-4-13.21

(b) The dissenters' notice must be sent no later than ten (10)
days after the corporate action was taken, and must:

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

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

(3) Supply a form for demanding payment that includes the date of
the first announcement to news media or to shareholders of the terms of the
proposed corporate action and requires that the person asserting dissenters'
rights certify whether or not he acquired beneficial ownership of the shares
before that date;

(4) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than thirty (30) nor more that sixty (60)
days after the date the subsection (a) notice is delivered; and

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

79-4-13.23 DUTY TO DEMAND PAYMENT. - (a) A shareholder sent a
dissenters' notice described in Section 79-4-13.22 must demand payment,
certify whether he acquired beneficial ownership of the shares before the date
required to be set forth in the dissenter's notice pursuant to Section
79-13.22(b)(3), and deposit his certificates in accordance with the terms of
the notice.

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

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

79.4-13.24 SHARE RESTRICTIONS. - (a) The corporation may restrict the
transfer of uncertified shares from the date the demand for their payment is
received until the proposed corporate action is taken or the restrictions
released under Section 79-4-13.26.

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

79-4-13.25 PAYMENT.- (a) Except as provided in Section 79-4-13.27, as
soon as the proposed corporate action is taken, or upon receipt of a payment
demand, the corporation shall pay each dissenter who complied with Section
79-4-13.23 the amount the corporation estimates to be the fair value of his
shares, plus accrued interest.

(b) The payment must be accompanied by:

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(1) The corporation's balance sheet as of the end of a fiscal year
ending not more than sixteen (16) months before the date of payment, an income
statement for that year, a statement of changes in shareholders' equity for
that year, and the latest available interim financial statements, if any;
(2) A statement of the corporation's estimate of the fair value of
the shares;
(3) An explanation of how the interest was calculated;
(4) A statement of the dissenters' right to demand payment under
Section 79-4-13.28; and
(5) A copy of this article.

79-4-13.26 FAILURE TO TAKE ACTION. - (a) If the corporation does not
take the proposed action within sixty (60) days after the date set for
demanding payment and depositing share certificates, the corporation shall
return the deposited certificates and release the transfer restrictions imposed
on uncertificated shares.

(b) If after returning deposited certificates and releasing
transfer restrictions, the corporation takes the proposed action, it must send
a new dissenters' notice under Section 79-4-13.22 and repeat the payment demand
procedure.

79-4-13.27 AFTER-ACQUIRED SHARES. - (a) A corporation may elect to
withhold payment required by Section 79-4-13.25 from a dissenter unless he was
the beneficial owner of the shares before the date set forth in the dissenters'
notice as the date of the first announcement to news media or to shareholders
of the terms of the proposed corporate action.

(b) To the extent the corporation elects to withhold payment under
subsection (a), after taking the proposed corporate action, it shall estimate
the fair value of the shares, plus accrued interest, and shall pay this amount
to each dissenter who agrees to accept it in full satisfaction of his demand.
The corporation shall send with its offer a statement of its estimate of the
fair value of the shares, an explanation of how the interest was calculated and
a statement of the dissenter's right to demand payment under Section
79-4-13.28.

79-4-13.28 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR
OFFER. - (a) A dissenter may notify the corporation in writing of his own
estimate of the fair value of his shares and amount of interest due, and demand
payment of his estimate (less any payment under Section 79-4-13.25), or reject
the corporation's offer under Section 79-4-13.27 and demand payment of the
fair value of his shares and interest due, if:

(1) The dissenter believes that the amount paid under Section
79-4-13.25 or offered under Section 79-4-13.27 is less than the fair value of
his shares or that the interest due is incorrectly calculated;

(2) The corporation fails to make payment under Section 79-4-13.25
within sixty (60) days after the date set for demanding payment; or

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

(b) A dissenter waives his right to demand payment under this
section unless he notifies the corporation of his demand in writing under
subsection (a) within thirty (30) days after the corporation made or offered
payment for his shares.

SUBARTICLE C. JUDICIAL APPRAISAL OF SHARES

79-4-13.30 COURT ACTION. - (a) If a demand for payment under Section
79-4-13.28 remains unsettled, the corporation shall commence a proceeding
within sixty (60) days after receiving the payment demand and petition the
court to determine the fair value of the shares and accrued interest. If the
corporation does not commence the proceeding within the 60-day period, it shall
pay each dissenter whose demand remains unsettled the amount demanded.

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(b) The corporation shall commence the proceeding in the chancery
court of the county where a corporation's principal office (or, if none in this
state, its registered office) is located. If the corporation is a foreign
corporation without a registered office in this state, it shall commence the
proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were acquired by the foreign
corporation was located.

(c) The corporation shall make all dissenters (whether or not
residents of this state) whose demands remain unsettled parties to the
proceeding as in an action against their shares and all parties must be served
with a copy of the petition. Nonresidents may be served by registered or
certified mail or by publication as provided by law.

(d) The jurisdiction of the court in which the proceeding is
commenced under subsection (b) is plenary and exclusive. The court may appoint
one or more persons as appraisers to receive evidence and recommend decision on
the question of fair value. The appraisers have the powers described in the
order appointing them, or in any amendment to it. The dissenters are entitled
to the same discovery rights as parties in other civil proceedings.

(e) Each dissenter made a party to the proceeding is entitled to
judgment (1) for the amount, if any, by which the court finds the fair value of
his shares, plus interest, exceeds the amount paid by the corporation, or (2)
for the fair value, plus accrued interest, of his after-acquired shares for
which the corporation elected to withhold payment under Section 79-4-13.27.

79-4-13.31 COURT COSTS AND COUNSEL FEES. - (a) The court in
an appraisal proceeding commenced under Section 79-4-13.30 shall determine all
costs of the proceeding, including the reasonable compensation and expenses of
appraisers appointed by the court. The court shall asses the costs against the
corporation, except that the court may assess costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent the court finds
the dissenters acted arbitrarily, vexatiously or not in good faith in demanding
payment under Section 79-4-13.28.

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

(1) Against the corporation and in favor of any or all dissenters
if the court finds the corporation did not substantially comply with the
requirements of Sections 79-4-13.20 through 79-4-13.28; or

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

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

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