<PAGE> 1
As filed with the Securities and Exchange Commission on July 28, 1995
Registration No. 33-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0574085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION PLAN FOR CONVERSION OF
SOUTHERN BANK GROUP, INC. STOCK OPTIONS
(Full title of the plan)
___________________
AUBREY D. BARNARD
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Name and address of agent for service)
(205) 254-5000
(Telephone number, including area code, of agent for service)
with a copy to:
C. LARIMORE WHITAKER
BRADLEY, ARANT, ROSE & WHITE
1400 PARK PLACE TOWER
2001 PARK PLACE
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
securities to Amount to be maximum offering maximum Amount of
be registered registered price per share aggregate offering registration fee
price
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.50 par value:
Southern Bank Group Stock Option 45,965 shares $13.97* $642,131* $222*
Conversion Plan
Rights to Purchase Series A Junior
Participating Preferred Stock: 20,429 rights
Southern Bank Group Stock Option
Conversion Plan
====================================================================================================================
</TABLE>
* Calculated pursuant to Rule 457(h)(1), and sets forth the higher
offering price produced for any participant, based upon an original
option price of $7.37 for shares of common stock of Southern Bank
Group, Inc. divided by 0.5275665, the conversion ratio specified in
the Merger Agreement pursuant to which the Stock Options were
converted.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by SouthTrust Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1994 (Commission File No. 0-3613); and
(3) The description of the Company's common stock, par value $2.50
per share (the "Common Stock"), appearing in the Company's Registration
Statement on Form S-3 (Registration No. 33-40371), as amended, under the
caption "DESCRIPTION OF CAPITAL STOCK - Common Stock," as filed on May 31, 1991
pursuant to the Securities Act of 1933, as amended (the "Securities Act").
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference and to be a part of the Registration Statement
from the date of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon
by the firm of Bradley, Arant, Rose & White, counsel for the Company. As of
March 31, 1995, the partners and associates of the firm of Bradley, Arant, Rose
& White beneficially owned approximately 1,600,000 shares of Common Stock of
the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation and the Restated Bylaws of
the Company provide that the Company shall indemnify its officers, directors,
employees, and agents to the extent permitted by the General Corporation Law of
Delaware, which permits a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding by reason of the fact that such person is
or was a director, officer, employee, or agent of the corporation, against
expenses (including attorney's fees), judgments, fines, and settlements
incurred by such person in connection with any such suit or proceeding, if such
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, and, in the case of a
derivative action on behalf of the corporation, against expenses if such person
not be adjudged to be liable for negligence or misconduct. The Company also
maintains insurance coverage relating to certain liabilities of directors and
officers.
II-1
<PAGE> 3
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of the Registration
Statement:
* 4(a) - Certificate of Adoption of Resolutions designating Series A
Junior Participating Preferred Stock, adopted February 22,
1989, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A (File No.
1-3613).
* 4(b) - Stockholder's Rights Agreement, dated as of February 22,
1989, between SouthTrust Corporation and Mellon Bank, N.A.,
Rights Agent, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A (File No.
1-3613)
* 4(c) - Indenture, dated as of May 1, 1987 between SouthTrust
Corporation and National Westminster Bank USA, which was
filed as Exhibit 4(a) to SouthTrust Corporation's
Registration Statement on Form S-3 (Registration No. 33-
13637).
* 4(d) - Subordinated Indenture, dated as of May 1, 1992, between
SouthTrust Corporation and Chemical Bank, which was filed
as Exhibit 4(b)(ii) to the Registration Statement on Form
S-3 of SouthTrust Corporation (Registration No. 33-52717).
* 4(e) - Composite Restated Certificate of Incorporation of
SouthTrust Corporation, as amended through June 2, 1993,
which was filed as Exhibit 4(k) to the Registration
Statement on Form S-3 of SouthTrust Corporation
(Registration No. 33-50107).
* 4(f) - Composite Restated Bylaws of SouthTrust Corporation, as
amended through October 13, 1989, which was filed as
Exhibit 4(m) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-50107).
* 4(g) - Certificate of Amendment to the Restated Certificate of
Incorporation of SouthTrust Corporation, which was filed as
Exhibit 4(g) to the Registration Statement on Form S-4 of
SouthTrust Corporation (Registration No. 33-53945).
* 4(h) - Agreement and Plan of Merger between Southern Bank Group,
Inc. and SouthTrust of Georgia, Inc., and joined in by
SouthTrust Corporation dated March 17, 1995, which was
filed as Exhibit 2 to the Registration Statement on Form
S-4 of SouthTrust Corporation (Registration No. 33-59682).
5 - Opinion of Bradley, Arant, Rose & White as to the legality
of the securities being offered.
23(a) - Consent of Arthur Andersen & Co.
23(b) - Consent of Bradley, Arant, Rose & White (included in
Exhibit 5).
24 - Powers of Attorney.
__________________________
* Incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement
II-2
<PAGE> 4
or any material change to such information in
the registration statement:
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Birmingham, State of Alabama, on July 28, 1995.
SOUTHTRUST CORPORATION
By: /S/ WALLACE D. MALONE, JR.
--------------------------------------
Its Chairman of the Board of
Directors, Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ WALLACE D. MALONE, JR. Chairman, Chief Executive July 28, 1995
- ------------------------------------------- Officer, President, Director
Wallace D. Malone, Jr.
/S/ AUBREY D. BARNARD Secretary, Treasurer and July 28, 1995
- ------------------------------------------- Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)
* Director July 28, 1995
- -------------------------------------------
H. Allen Franklin
* Director July 28, 1995
- -------------------------------------------
Herbert Stockham
* Director July 28, 1995
- -------------------------------------------
Bill L. Harbert
* Director July 28, 1995
- -------------------------------------------
T. W. Mitchell
* Director July 28, 1995
- -------------------------------------------
William C. Hulsey
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C>
* Director July ____, 1995
- -------------------------------------------
John M. Bradford
* Director July ____, 1995
- -------------------------------------------
Wm. Kendrick Upchurch, Jr.
* Director July ____, 1995
- -------------------------------------------
Charles G. Taylor
* Director July ____, 1995
- -------------------------------------------
Allen J. Keesler, Jr.
* /S/ WILLIAM L. PRATER July ____, 1995
- -------------------------------------------
William L. Prater
as Attorney-in-fact
</TABLE>
II-5
<PAGE> 7
INDEX TO EXHIBITS
PAGE IN SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION NUMBERED FILING
- -------------- ----------- ---------------------
* 4(a) - Certificate of Adoption of
Resolutions designating Series A
Junior Participating Preferred
Stock, adopted February 22, 1989,
which was filed as Exhibit 1 to
SouthTrust Corporation's
Registration Statement on Form 8-A
(File No. 1-3613).
* 4(b) - Stockholder's Rights Agreement,
dated as of February 22, 1989,
between SouthTrust Corporation and
Mellon Bank, N.A., Rights Agent,
which was filed as Exhibit 1 to
SouthTrust Corporation's
Registration Statement on Form 8-A
(File No. 1-3613)
* 4(c) - Indenture, dated as of May 1, 1987
between SouthTrust Corporation and
National Westminster Bank USA, which
was filed as Exhibit 4(a) to
SouthTrust Corporation's
Registration Statement on Form S-3
(Registration No. 33-13637).
* 4(d) - Subordinated Indenture, dated as of
May 1, 1992, between SouthTrust
Corporation and Chemical Bank, which
was filed as Exhibit 4(b)(ii) to the
Registration Statement on Form S-3
of SouthTrust Corporation
(Registration No. 33-52717).
* 4(e) - Composite Restated Certificate of
Incorporation of SouthTrust
Corporation, as amended through June
2, 1993, which was filed as Exhibit
4(k) to the Registration Statement
on Form S-3 of SouthTrust
Corporation (Registration No. 33-
50107).
* 4(f) - Composite Restated Bylaws of
SouthTrust Corporation, as amended
through October 13, 1989, which was
filed as Exhibit 4(m) to the
Registration Statement on Form S-3
of SouthTrust Corporation
(Registration No. 33-50107).
* 4(g) - Certificate of Amendment to the
Restated Certificate of
Incorporation of SouthTrust
Corporation, which was filed as
Exhibit 4(g) to the Registration
Statement on Form S-4 of SouthTrust
Corporation (Registration No. 33-
53945).
* 4(h) - Agreement and Plan of Merger between
Southern Bank Group, Inc. and
SouthTrust of Georgia, Inc., and
joined in by SouthTrust Corporation
dated March 17, 1995, which was
filed as Exhibit 2 to the
Registration Statement on Form S-4
of SouthTrust Corporation
(Registration No. 33-59682).
5 - Opinion of Bradley, Arant, Rose &
White as to the legality of the
securities being offered.
23(a) - Consent of Arthur Andersen & Co.
23(b) - Consent of Bradley, Arant, Rose &
White (included in Exhibit 5).
24 - Powers of Attorney.
_________________
* Incorporated by reference.
<PAGE> 1
EXHIBIT 5
July 28, 1995
Board of Directors
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Gentlemen:
In our capacity as counsel for SouthTrust Corporation, a
Delaware corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement"), in form as proposed to be
filed by the Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, relating to the proposed
offering of up to 49,965 shares of common stock, par value $2.50 per share (the
"Common Stock"), of the Company and 20,429 rights to purchase Series A Junior
Participating Acquired Stock ("Rights") pursuant to the assumption of options
issued pursuant to Southern Bank Group, Inc. Stock Option Plan (the "Plan") in
connection with the acquisition of Southern Bank Group, Inc. by the Company.
In this connection, we have examined such records, documents and proceedings as
we have deemed relevant and necessary as a basis for the opinions expressed
herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) the shares of the Common Stock of the Company and the
Rights referred to above to be offered under the Registration Statement have
been duly authorized and, when issued and delivered in accordance with the
Plan, will be validly issued, fully paid and nonassessable; and
(ii) under the laws of the State of Delaware, no personal
liability will attach to the holder of the shares of the Common Stock and
Rights issued and delivered in accordance with the Plan.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the above-referenced
Registration Statement.
Very truly yours,
/S/ BRADLEY, ARANT, ROSE & WHITE
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-8 for the registration of
45,965 shares of SouthTrust Corporation common stock and 20,429 rights to
purchase Series A Junior Participating Preferred Stock in connection with the
Stock Option Plan for Conversion of Southern Bank Group, Inc. Stock Options) of
our report dated February 8, 1995 incorporated by reference in SouthTrust
Corporation's Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Birmingham, Alabama
July 28, 1995
<PAGE> 1
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Southern Bank Group, Inc., including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 12th day of July, 1995.
/S/ WILLIAM C. HULSEY
---------------------
William C. Hulsey
Director
<PAGE> 2
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Southern Bank Group, Inc. including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 28th day of July, 1995.
/S/ T.W. MITCHELL
-----------------
T.W. Mitchell
Director
<PAGE> 3
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Southern Bank Group, Inc., including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 12th day of July, 1995.
/S/ BILL L. HARBERT
-------------------
Bill L. Harbert
Director
<PAGE> 4
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Southern Bank Group, Inc., including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 12th day of July, 1995.
/S/ JOHN M. BRADFORD
--------------------
John M. Bradford
Director
<PAGE> 5
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Southern Bank Group, Inc., including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 12th day of July, 1995.
/S/ W.K. UPCHURCH, JR.
----------------------
W.K. Upchurch, Jr.
Director
<PAGE> 6
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Southern Bank Group, Inc. including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 17th day of July, 1995.
/S/ H. ALLEN FRANKLIN
---------------------
H. Allen Franklin
Director
<PAGE> 7
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Southern Bank Group, Inc., including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 14th day of July, 1995.
/S/ HERBERT STOCKHAM
--------------------
Herbert Stockham
Director
<PAGE> 8
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Southern Bank Group, Inc., including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 18th day of July, 1995.
/S/ CHARLES G. TAYLOR
---------------------
Charles G. Taylor
Director
<PAGE> 9
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Southern Bank Group, Inc., including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 13th day of July, 1995.
/S/ ALLEN J. KEESLER, JR.
-------------------------
Allen J. Keesler, Jr.
Director
