SOUTHTRUST CORP, S-3, 1996-07-03

SOUTHTRUST CORP
S-3, 1996-07-03
STATE COMMERCIAL BANKS

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<PAGE> 1
As filed with the Securities and Exchange Commission on July 3, 1996
Registration No. _______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>

<S> <C>
Delaware 63-0574085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 254-5000

(Address, including zip code, and
telephone number, including area code,
of registrant's principal executive offices)

AUBREY D. BARNARD
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 254-5000
(Address, including zip code, and
telephone number, including area code,
of registrant's agent for service)

The Commission is requested to send copies of all communications to:
C. LARIMORE WHITAKER, ESQ.
BRADLEY, ARANT, ROSE & WHITE
2001 PARK PLACE, SUITE 1400
BIRMINGHAM, ALABAMA 35203
(205) 521-8000

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the registration statement is declared effective by the
Securities and Exchange Commission.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ x ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
Proposed
maximum
aggregate Proposed maximum Amount of
Title of shares to be Amount to be price per unit aggregate offering registration
registered registered (*) price (*) fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value of
$2.50 per share 521,947 $28 1/2 $14,875,490.50 $5,129.48

Rights to Purchase Series A 231,977(1)
Junior Participating Preferred
Stock
=============================================================================================================
</TABLE>

(*) Estimated pursuant to Rule 457(c) for the purpose of calculating the
registration fee.
(1) Represents 4/9ths of a Right issued in respect of each share of Common
Stock issued.
________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT WILL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE> 2

PROSPECTUS

SOUTHTRUST CORPORATION

521,947 SHARES OF COMMON STOCK

The shares offered hereby are 521,947 shares of the common
stock, par value $2.50 per share (the "Common Stock"), of SouthTrust
Corporation, a Delaware corporation ("SouthTrust"). Such shares were acquired
as of June 28, 1996 by the investors named in this Prospectus (the "Selling
Stockholders") pursuant to the Agreement and Plan of Merger dated as of April
19, 1996, as amended May 14, 1996, (the "Merger Agreement") by and between
SouthTrust Bank of Florida, National Association, a national banking
association ("ST-Bank") and Prime Bank, a Florida banking corporation
("Prime"), and joined in by SouthTrust and SouthTrust of Florida, Inc.
("ST-FL"), a Florida corporation and a wholly-owned subsidiary of SouthTrust.
Pursuant to the Merger Agreement, Prime has been merged with and into ST-Bank,
and the stockholders of Prime have received, in exchange for their shares of
common stock of Prime, shares of Common Stock of SouthTrust and cash in lieu of
fractional interests of Common Stock of SouthTrust.

The shares offered hereby may be offered for resale by the
Selling Stockholders from time to time in transactions (which may include block
transactions) in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Stockholders
may effect such transactions by selling shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
of shares for whom such broker-dealers may act as agent or to whom they may
sell as principal or both (which compensation, as to a particular
broker-dealer, might be in excess of customary commissions). See "THE SELLING
STOCKHOLDERS AND THE SHARES OF COMMON STOCK TO BE OFFERED" and "PLAN OF
DISTRIBUTION."

SouthTrust will not receive any part of the proceeds from the
sale of the shares by the Selling Stockholders. SouthTrust will bear all
expenses (other than selling discounts and commissions and fees and expenses of
counsel or other advisors to the Selling Stockholders) in connection with the
registration of the shares being offered by the Selling Stockholders. See
"PLAN OF DISTRIBUTION."

SouthTrust Common Stock is subject to quotation by and is
traded through the facilities of the Nasdaq National Market ("Nasdaq"). On
July __, 1996 the last sales price for the Common Stock of SouthTrust, as
reported through Nasdaq, was ${______} per share.

THESE SECURITIES 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 PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities with respect to which this
Prospectus is issued and, if given or made, such information or representation
must not be relied upon as having been authorized. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to its date. This Prospectus does not constitute an
offer to sell to or a solicitation of an offer to buy from any person in any
state in which any such offer or solicitation would be unlawful.

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

SOUTHTRUST CORPORATION
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(TELEPHONE 205/254-5000)

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

THE DATE OF THIS PROSPECTUS IS JULY __, 1996.
<PAGE> 3

AVAILABLE INFORMATION

SouthTrust is subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended (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, upon payment of prescribed rates, at the offices of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549, as
well as at the following regional offices of the Commission: The Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2515 and Seven World Trade Center, Suite 1300, New York, New York 10048.
In addition, reports, proxy statements, information statements and other
information concerning SouthTrust may be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street N.W.,
Washington, D.C. 20096. This Prospectus does not contain all information set
forth in the Registration Statements and Exhibits thereto which SouthTrust has
filed with the Commission under the Securities Act and to which reference is
hereby made.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by SouthTrust with the
Commission are incorporated herein by reference as of their respective filing
dates:

(1) SouthTrust's annual report on Form 10-K for the year
ended December 31, 1995 (including therein SouthTrust's Proxy Statement for its
Annual Meeting of Stockholders held on April 17, 1996) (Commission File No. 0-
3613);

(2) SouthTrust's Current Report on Form 8-K dated January
10, 1996 (Commission File No. 0-3613);

(3) SouthTrust's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 (Commission File No. 0-3613); and

(4) the description of SouthTrust's Common Stock
appearing in SouthTrust's registration statement on Form S-3 (Registration No.
33-61823) under the caption, "DESCRIPTION OF CAPITAL STOCK - Description of
Common Stock," as filed on August 15, 1995 with the Commission.

All documents subsequently filed by SouthTrust pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
Prospectus and prior to the termination of the offering of the Common Stock
offered hereby, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of each such
document. Any statement contained in this Prospectus or in a document all or a
portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
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 Prospectus.

2
<PAGE> 4

SouthTrust will provide, without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the information that
has been incorporated by reference in this Prospectus (not including exhibits
to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Such a request is to be directed to Aubrey D.
Barnard, SouthTrust Corporation, SouthTrust Tower, 420 North 20th Street,
Birmingham, Alabama 35203 (telephone number: (205) 254-5000).

REGISTRATION STATEMENT AND CERTAIN OTHER MATTERS

A registration statement in respect of the shares of Common
Stock of SouthTrust offered by this Prospectus has been filed with the
Commission under the Securities Act of 1933 (the "1933 Act"). For further
information pertaining to SouthTrust and such shares, reference is made to such
registration statement and to the exhibits and financial statements filed
therewith or incorporated by reference therein as a part thereof. Statements
in this Prospectus as to the contents of any document are not necessarily
complete, and each such statement is qualified in all respects by reference to
the copy of such documents so filed or incorporated by reference.

IDENTITY OF ISSUER

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

THE SELLING STOCKHOLDERS
AND
THE SHARES OF COMMON STOCK TO BE OFFERED

The Selling Stockholders received the shares of Common Stock
being offered by this Prospectus in connection with the execution of, and the
consummation of the transactions contemplated by, the Agreement and Plan of
Merger, dated as of April 19, 1996, as amended May 14, 1996 (the "Merger
Agreement"), among ST-Bank and Prime, joined in by SouthTrust and ST-FL.
Pursuant to the Merger Agreement, Prime has been merged with and into ST-Bank,
and the stockholders of Prime have received, in exchange for their shares of
common stock of Prime, shares of Common Stock of SouthTrust. The terms of the
Merger Agreement provide that SouthTrust will register under the 1933 Act the
shares of Common Stock of SouthTrust issued to the Selling Stockholders in the
Merger, and the purpose of this Prospectus is to register for resale by the
Selling Stockholders such shares of Common Stock of SouthTrust held by the
Selling Stockholders.

Set forth below is certain information with respect to the
ownership of the Common Stock of SouthTrust held by each Selling Stockholder:

<TABLE>
<CAPTION>
Number of Shares Number of Shares Number of Shares
Held Prior to Offered Pursuant Held After
Selling Stockholder Offering Hereto Completion of Offering*
- -------------------------- ---------------------- --------------- ---------------------
<S> <C> <C> <C>
Elizabeth Barron 355 355 0
Henry D. Barron 1,987 1,987 0
Henry D. Barron ITF Adam Barron 342 342 0
Henry D. Barron ITF Emily Barron 342 342 0
Commercial Bankshares, Inc. 71,040 71,040 0
Dorothy M. Daley 583 583 0
</TABLE>

3
<PAGE> 5

<TABLE>
<CAPTION>
Number of Shares Number of Shares Number of Shares
Held Prior to Offered Pursuant Held After
Selling Stockholder Offering Hereto Completion of Offering
- ------------------- ---------------- ---------------- ----------------------
<S> <C> <C> <C>
Gerald F. DeHayes, Trustee 552 552 0
UTD 03/30/90 FBO Gerald F. DeHayes
Mary D. Dehayes, Trustee
UTD 03/30/90 FBO Mary D. Dehayes 552 552 0
Stella F. Fuld, Trust 46,784 46,784 0
David Gilman 5,055 5,055 0
Peggy Goldblatt 624 624 0
J. N. Ledbetter 69,600 69,600 0
Lewis, Vegosen & Rosenbach, P.A. 3,528 3,528 0
Dr. Herbert Marton 19,176 19,176 0
Painewebber, Inc. as Custodian for 1,765 1,765 0
Benefit Dean Rosenbach IRA FD 71880
Coby W. Rapaport 4,329 4,329 0
Elisa M. Rapaport 22,713 22,713 0
Elisabeth Rapaport 5,861 5,861 0
Jennifer Rapaport 3,901 3,901 0
Fred F. Rapaport 22,713 22,713 0
Jonathan Rapaport 4,263 4,263 0
Martin Rapaport 4,584 4,584 0
Michael S. Rapaport 10,951 10,951 0
Miriam J. Rapaport 10,952 10,952 0
Myron S. Rapaport 11,998 11,998 0
Peter A. Rapaport 121,039 121,039 0
Richard A Rapaport 16,320 16,320 0
Richard A. Rapaport, Custodian
for Elliott G.G. Rapaport UGTMA 1,666 1,666 0
Robert D. Rapaport 20,524 20,524 0
Robert D. Rapaport as Custodian 1,767 1,767 0
for Jeffrey Irving Rapaport Under
Florida Uniform Transfer to Minors Act
Robert D. Rapaport as Custodian 1,767 1,767 0
for Tali B. Rapaport Under Florida
Uniform Transfer to Minors Act
Aaron Schecter 19,623 19,623 0
Lois Shugar 7,647 7,647 0
Smith Barney Inc. 1,764 1,764 0
LaJune E. Wiggs 5,280 5,280 0
</TABLE>
______________
* Assumes all shares registered hereunder have been sold. Because the Selling
Stockholders may sell all, some or none of their shares, no actual estimate can
be made of the aggregate number of shares that each Selling Stockholder will
own upon completion of the offering to which this Prospectus relates.

All of the shares being offered by the Selling Stockholders
were acquired by them from SouthTrust as of June 28, 1996, the Effective Date
of the Merger, in a transaction exempt from the registration provisions of the
1933 Act, pursuant to the Merger Agreement. None of the Selling Stockholders
acquired in the Merger one percent or more of the total number of shares of
Common Stock of SouthTrust which are outstanding and none of the Selling
Stockholders for at least the three years prior to the Merger has held any
position or office with SouthTrust or its affiliates. Certain of the Selling
Stockholders, their associates and affiliates may from time to time be
customers of, engage in transactions with, or perform services for, SouthTrust,
its affiliated banks and other subsidiaries of SouthTrust in the ordinary
course of business.

4
<PAGE> 6

PLAN OF DISTRIBUTION

The sale of the shares offered hereby by the Selling
Stockholders may be effected from time to time in transactions (which may
include block transactions) in the over-the-counter market, in negotiated
transactions, or through a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices. The
Selling Stockholders may effect such transactions by selling shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of shares for whom such broker-dealers may act as agent
or to whom they may sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

SouthTrust is paying all of the expenses of registering the
shares offered hereby under the 1933 Act (other than selling discounts and
commissions and fees and expenses of counsel and other advisors to the Selling
Stockholders), including filing, printing, legal, accounting and miscellaneous
expenses in connection with this offering.

LEGAL OPINION

The legality of the securities offered hereby has been passed
upon by Bradley, Arant, Rose & White, Birmingham, Alabama, counsel for
SouthTrust. As of September 30, 1995, partners and associates of the firm of
Bradley, Arant, Rose & White beneficially owned, approximately 2,034,000 shares
of Common Stock of SouthTrust.

EXPERTS

The consolidated financial statements of SouthTrust and its
subsidiaries incorporated by reference in this 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 have
been incorporated herein by reference in reliance on the authority of said
firm as experts in giving said reports.

5
<PAGE> 7

NO DEALER, SALESMAN OR OTHER PERSON HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY SOUTHTRUST
CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SOUTHTRUST CORPORATION
BUY ANY OF THESE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER IN SUCH JURISDICTION. EXCEPT
WHERE OTHERWISE INDICATED, THIS PROSPECTUS SPEAKS
AS OF THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT. NEITHER THE DELIVERY OF THIS ________________________
PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE 521,947 SHARES
HAS BEEN NO CHANGE IN THE AFFAIRS OF SOUTHTRUST COMMON STOCK
CORPORATION SINCE THE DATE HEREOF.
$2.50 PAR VALUE

_______________________

PROSPECTUS
DATED { }, 1996
------

<PAGE> 8

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Other expenses of issuance and distribution of the securities
being offered hereby are estimated as follows:

<TABLE>
<S> <C>
SEC registration fee $ 5,129.48
*Legal fees and expenses 5,000.00
*Accounting fees and expenses 5,000.00
*Blue Sky fees and expenses 1,000.00
*Printing and engraving expenses 500.00
*Miscellaneous expenses 500.00
-------------------

Total $ 17,129.48
===================

</TABLE>
__________________________________

*Estimated

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Restated Certificate of Incorporation and the Bylaws of
SouthTrust provide that SouthTrust 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 he is or was a
director, officer, employee, or agent of SouthTrust, against expenses (including
attorney's fees), judgments, fines, and settlements incurred by him in
connection with any such suit or proceeding, if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
SouthTrust, and, in the case of a derivative action on behalf of SouthTrust,
SouthTrust shall indemnify such persons only against expenses and then only if
he not be adjudged to be liable for negligence or misconduct. SouthTrust also
maintains insurance coverage relating to certain liabilities of officers and
directors.

<TABLE>
<CAPTION>
ITEM 16. EXHIBITS
<S> <C>
2(a) Merger Agreement, dated as of April 19, 1996, by and
between SouthTrust Bank of Florida, National
Association and Prime Bank, and joined in by
SouthTrust Corporation and SouthTrust of Florida, Inc.

2(b) Amendment No. 1, to Merger Agreement, dated as of May
14, 1996, by and between SouthTrust Bank of Florida,
National Association and Prime Bank, and joined in by
SouthTrust Corporation and SouthTrust of Florida, Inc.

*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).

</TABLE>

II-1
<PAGE> 9

<TABLE>
<S> <C>
*4(b) Stockholders' 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 (Reg. 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. 33-44857).

*4(e) Composite Restated Bylaws of SouthTrust Corporation
which were filed as Exhibit 4(e) to the Registration
Statement on Form S-4 of SouthTrust Corporation
(Registration No. 33-61557).

*4(f) Composite Restated Certificate of Incorporation of
SouthTrust Corporation which was filed as Exhibit 4(f)
to the Registration Statement on Form S-4 of
SouthTrust Corporation (Registration No. 333-03547).

5 Opinion of Bradley, Arant, Rose & White.

23(a) Consent of Bradley, Arant, Rose & White (included in
Exhibit 5).

23(b) Consent of Arthur Andersen LLP.

24 Powers of Attorney.
</TABLE>

___________________________________________

* Incorporated herein by reference.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or 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 this 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 this registration statement;

(iii) To include any material information
with respect to the plan of
distribution not previously
disclosed in this registration
statement or any material change to
such information in the registration
statement;

II-2
<PAGE> 10

(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
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

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 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.

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 the 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> 11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and 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, as of July 2,
1996.

SOUTHTRUST CORPORATION

By: /s/ Wallace D. Malone, Jr.
--------------------------------
Wallace D. Malone, Jr.
Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and as of the dates indicated.

<TABLE>
<S> <C> <C>
/s/ Wallace D. Malone, Jr. Chairman, Chief July 2, 1996
- ---------------------------------- Executive Officer, President, Director
Wallace D. Malone, Jr.

/s/ Aubrey D. Barnard Secretary, Treasurer and July 2, 1996
- ---------------------------------- Controller (Principal Accounting
Aubrey D. Barnard and Financial Officer)

* Director July 2, 1996
- ----------------------------------
Allen J. Keesler, Jr.

* Director July 2, 1996
- ----------------------------------
Herbert Stockham

* Director July 2, 1996
- ----------------------------------
T.W. Mitchell

* Director July 2, 1996
- ----------------------------------
Charles G. Taylor

* Director July 2, 1996
- ----------------------------------
William C. Hulsey

* Director July 2, 1996
- ----------------------------------
John M. Bradford

* Director July 2, 1996
- ----------------------------------
Wm. Kendrick Upchurch, Jr.
</TABLE>

II-4
<PAGE> 12

<TABLE>
<S> <C> <C>
* Director July 2, 1996
- ----------------------------------
H. Allen Franklin

* Director July 2, 1996
- ----------------------------------
F. Crowder Falls

*By: /s/ William L. Prater July 2, 1996
-----------------------------
William L. Prater
Attorney-in-Fact
</TABLE>

II-5
<PAGE> 13

INDEX TO EXHIBITS

<TABLE>
<S> <C>
2(a) Merger Agreement, dated as of April 19, 1996, and
amended as of May 14, 1996 by and between SouthTrust
Bank of Florida, National Association and Prime Bank,
and joined in by SouthTrust Corporation and SouthTrust
of Florida, Inc.

2(b) Amendment No. 1 to Merger Agreement, dated as of May
14, 1996, by and between SouthTrust Bank of Florida,
National Association and Prime Bank, and joined in by
SouthTrust Corporation and SouthTrust of Florida, Inc.

*4(b) Stockholders' 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(e) Composite Restated Bylaws of SouthTrust Corporation
which were filed as Exhibit 4(e) to the Registration
Statement on Form S-4 of SouthTrust Corporation
(Registration No. 33-61557).

5 Opinion of Bradley, Arant, Rose & White.

23(a) Consent of Bradley, Arant, Rose & White (included in
Exhibit 5).

23(b) Consent of Arthur Andersen LLP.

24 Powers of Attorney.
</TABLE>

___________________________________________

* Incorporated herein by reference.

<PAGE> 1

EXHIBIT 2(a)

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST BANK OF FLORIDA,

NATIONAL ASSOCIATION

AND

PRIME BANK

JOINED IN BY

SOUTHTRUST OF FLORIDA, INC.

AND

SOUTHTRUST CORPORATION
<PAGE> 2
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ARTICLE I

THE MERGER

Section 1.1 Constituent Corporations; Consummation of Merger; Closing Date . . . . . . . . . . . . . . 2
Section 1.2 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Prime Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.2 Prime Stock Options and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.3 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.4 Effectuating Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.5 Laws of Escheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.6 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PRIME

Section 3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.3 Financial Statements; Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.4 Loan Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.5 Certain Loans and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.6 Authority; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.7 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.8 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.9 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.10 Legal Proceedings; Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.11 Taxes and Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.13 Title and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.14 Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.15 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.16 Commitments and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.17 Regulatory and Accounting Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.18 Registration Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.19 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.20 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.21 Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.22 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

</TABLE>

ii
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Section 3.23 Transactions with Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.24 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.25 Deposit Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.26 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE IV

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

Section 4.1 Organization and Related Matters of SouthTrust . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.2 Organization and Related Matters of ST-FL . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.3 Organization and Related Matters of ST-Bank . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.4 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.5 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.8 Legal Proceedings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.9 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.10 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.11 Accounting, Tax, Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.12 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.13 No Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.14 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Prime . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.2 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.3 Access to Properties; Personnel and Records . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.4 Approval of Prime Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.5 No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.6 Notice of Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.7 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.8 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.9 Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.10 Exemption Under Anti-Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 6.2 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 6.3 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>

iii

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Section 6.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.5 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.6 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.7 Reservation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

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

ARTICLE VIII

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

Section 8.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 8.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 8.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . 31
Section 8.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 8.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 8.6 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.7 Material Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.8 Matters Relating to Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.9 Outstanding Shares of Prime . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.10 Pooling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.11 Certification of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF PRIME

Section 9.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . 33
Section 9.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.5 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.6 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.7 SouthTrust Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.8 Price Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.9 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE X

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TERMINATION, WAIVER AND AMENDMENT

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

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 11.3 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 11.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.8 Persons Bound; No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.9 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.11 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>

v
<PAGE> 6

AGREEMENT AND PLAN OF MERGER
OF
SOUTHTRUST BANK OF FLORIDA, NATIONAL ASSOCIATION
AND
PRIME BANK
JOINED IN BY
SOUTHTRUST OF FLORIDA, INC.
AND
SOUTHTRUST CORPORATION

This AGREEMENT AND PLAN OF MERGER, dated as of the 19th day of
April, 1996 (this "Agreement"), by and between SouthTrust Bank of Florida,
National Association, a national banking association ("ST-Bank"), and Prime
Bank, a Florida banking corporation ("Prime"), and joined in by SouthTrust of
Florida, Inc., a Florida corporation ("ST-FL"), and SouthTrust Corporation, a
Delaware corporation ("SouthTrust").

WITNESSETH THAT:

WHEREAS, ST-FL wishes to acquire the assets and business of
Prime in exchange for stock of SouthTrust, the parent corporation of ST-FL, in
a transaction that qualifies as a reorganization pursuant to Section
368(a)(1)(C) of the Internal Revenue Code of 1986 (the "Code");

WHEREAS, ST-FL desires to effect such acquisition through its
wholly-owned subsidiary, ST-Bank, by causing Prime to be merged with and into
ST-Bank;

WHEREAS, ST-FL has directed, adopted and approved, the
acquisition of the assets and business of Prime through the wholly-owned
subsidiary of ST-FL, ST-Bank;

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

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

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

NOW, THEREFORE, in consideration of the premises and the
mutual covenants, representations, warranties and agreements herein contained,
the parties agree that Prime will be merged with and into ST-Bank and that the
terms and conditions of the Merger, the mode of carrying the Merger into
effect, including the manner of converting the

1
<PAGE> 7

shares of common stock of Prime, par value $5.00 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 Constituent Corporations; Consummation of Merger;
Closing Date. (a) Subject to the provisions hereof, Prime shall be merged with
and into ST-Bank (which has heretofore and shall hereinafter be referred to as
the "Merger") pursuant to Sections 655.412 and 658.40 through 658.45 of the
Florida Financial Institutions Code (the "Florida Code") and 12 U.S.C. Section
215a and ST-Bank 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 Merger is deemed effective
by each of the Office of the Comptroller, Department of Banking and Finance of
the State of Florida and the Office of the Comptroller of the Currency (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 Prime, the Effective Time of the Merger shall occur on the 5th
business day following the later to occur of (i) the effective date (including
expiration of any applicable waiting period) of the last required Consent (as
defined below) of any Regulatory Authority (as defined below) having authority
over the transactions contemplated under the Merger Agreement and (ii) the date
on which the shareholders of Prime, to the extent that their approval is
required by applicable law, approve the transactions contemplated by this
Agreement, or such other time as the parties may agree; provided, however, that
the parties, if the conditions of (i) and (ii) above shall have been satisfied
prior to June 30, 1996, shall cause the Effective Time of the Merger to occur
on June 30, 1996, and if the conditions of (i) and (ii) shall have been
satisfied after June 30, 1996, but prior to September 30, 1996, on September
30, 1996, unless, in the case of the latter date, Prime elects otherwise in
writing. 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 the Comptroller of the Currency (the "OCC"), the Federal Deposit
Insurance Corporation (the "FDIC"), and all state regulatory agencies having
jurisdiction over the parties, including the Office of the Comptroller,
Department of Banking and Finance of the State of Florida (the "Department"),
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 offices of Akerman, Senterfitt & Eidson, P.A., West
Palm Beach, Florida, 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

2
<PAGE> 8

opinions, certificates and other documents and instruments required to be so
delivered pursuant to this Agreement.

(c) The main office of Prime is located at 3717
Boynton Beach Boulevard, Boynton Beach, Florida. The main office of ST-Bank is
located at 150 Second Avenue North, St. Petersburg, Florida.

(d) The proposed main office of the Surviving
Corporation shall be located at 150 Second Avenue North, St. Petersburg,
Florida. The branch offices of the Surviving Corporation shall be each
existing branch office of ST-Bank and the existing main and branch offices of
Prime.

(e) From and after the Effective Time of the
Merger, until replaced pursuant to applicable laws and under the provisions of
the Articles of Association and Bylaws of the Surviving Corporation, the
persons who shall serve as directors and executive officers, as the case may
be, 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 as SouthTrust or ST-FL may, at or prior to the Effective
Time of the Merger, designate in writing.

(f) After the Effective Time of the Merger, the
Surviving Corporation shall have 1,000,000 shares of Common Stock, par value
$10.00 per share ("ST-Bank Common Stock"), authorized, 1,000,000 shares of
which shall be issued and outstanding and no shares of which shall be held as
treasury stock. The total amount of capital stock of the Surviving Corporation
shall be $10,000,000, and the total capital of the Surviving Corporation shall
consist of such capital stock, plus the combined capital and surplus of Prime
(including unrealized gains or losses on securities available for resale) and
ST-Bank (as stated in Section 1.1(g) hereof), adjusted, however, for earnings
(losses) between December 31, 1995 and the Effective Time of the Merger.

(g) As of December 31, 1995, ST-Bank had total
capital of $10,000,000 divided into 1,000,000 shares of ST-Bank Common Stock,
par value $10.00, and surplus and undivided profits and net unrealized gains
(losses) on securities available for sale of $297,950,000. As of December 31,
1995, Prime had total capital of $2,718,545 divided into 870,000 shares of
authorized Common Stock, par value $5.00, 543,709 of which are issued and
outstanding and none of which are held as treasury stock, and surplus and
undivided profits and net unrealized gains (losses) on securities available for
sale of $3,719,563.

(h) The Surviving Corporation shall have trust
powers.

(i) The Articles of Association under which the
Surviving Corporation will operate shall be the Articles of Association of
ST-Bank.

Section 1.2 Effect of Merger. (a) At the Effective Time of the
Merger, Prime shall be merged with and into ST-Bank and the separate existence
of Prime shall cease. The Articles of Association and Bylaws of ST-Bank, as in
effect on the date hereof and as otherwise amended prior to the Effective Time
of the Merger, shall be the Articles of Association 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

3
<PAGE> 9

of a national banking association organized under the laws of the United States
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, including the tradenames and servicemarks of Prime.
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 ST-Bank Common Stock 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. The Prime Shares (as hereinafter defined) shall be treated in the
Merger as specified in Article II.

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 Prime last in office shall execute and deliver or
cause to be executed and delivered in the name of Prime such deeds and other
instruments and take or cause to be taken such further or other actions as
shall be necessary in order to vest or perfect in or confirm of record or
otherwise to the Surviving Corporation title to and possession of all of the
property, interests, assets, rights, privileges, immunities, powers, franchises
and authority of Prime.

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Prime 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 Prime, par value $5.00 (the "Prime Shares"):

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

(b) Subject to the terms and conditions of this Agreement,
including, without limitation, Section 2.3 hereof and except
with regard to Dissenting Prime Shares (as hereinafter
defined), each Prime Share outstanding immediately prior to
the Effective Time of

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the Merger shall be converted into the right to receive 0.96
shares of common stock of SouthTrust (and the rights
associated therewith issued pursuant to a Rights Agreement
dated February 22, 1989 between SouthTrust and Mellon Bank,
N.A.) (together, the "SouthTrust Shares") (such fraction, as
may be adjusted, as provided herein, being hereinafter
referred to as the "Conversion Ratio"). The Conversion Ratio,
including the number of SouthTrust Shares issuable in the
Merger, shall be subject to an appropriate adjustment in the
event of any stock split, reverse stock split, dividend
payable in SouthTrust Shares, reclassification or similar
distribution whereby SouthTrust issues SouthTrust Shares or
any securities convertible into or exchangeable for SouthTrust
Shares without receiving any consideration in exchange
therefor, provided that the record date of such transaction is
a date after the date of the Agreement and prior to the
Effective Time of the Merger.

(c) Each outstanding Prime 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 Section
658.44 of the Florida Code (the "Dissent Provisions"), to the
extent applicable, and has not effectively withdrawn or lost
his right to such appraisal (the "Dissenting Prime 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. Prime shall give SouthTrust prompt
notice upon receipt by Prime of any written objection to the
Merger and any written demands for payment of the fair or
appraised value of Prime Shares, and of withdrawals of such
demands, and any other instruments provided to Prime 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 Prime
Shares held by such Dissenting Shareholder shall receive
payment therefor from ST-Bank, as escrow agent (the "Escrow
Agent"), on behalf of Prime out of funds provided to the
Escrow Agent by Prime in accordance with the provisions of
Section 2.1(d) (but only after the amount thereof shall have
been agreed upon or at the times and in the amounts required
by the Dissent Provisions) and all of such Dissenting
Shareholder's Prime Shares shall be cancelled. Neither Prime
nor the Surviving Corporation shall, except with the prior
written consent of ST-FL, voluntarily make any payment with
respect to, or settle or offer to settle, any demand for
payment by any Dissenting Shareholder. If any Dissenting
Shareholder shall have failed to perfect or shall have

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effectively withdrawn or lost such right to demand payment of
fair or appraised value, the Prime 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.

(d) With respect to each Dissenting Shareholder, on or immediately
prior to the Effective Time of the Merger, Prime shall deposit
with the Escrow Agent an amount in cash equal to 150% of the
consideration (with the SouthTrust Shares being valued in the
manner set forth in Section 2.3) such Dissenting Shareholder
would have received in the Merger but for the exercise of the
Dissent Provisions (the "Dissent Escrow"). The Escrow Agent
shall disburse the Dissent Escrow to such Dissenting
Shareholders in accordance with the Dissent Provisions. Any
and all funds remaining in the Dissent Escrow after such
disbursement shall be remitted to the Surviving Corporation.

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

(b) At all times after the Effective Time of the Merger,
SouthTrust shall reserve for issuance such number of SouthTrust Shares as shall
be necessary to permit the exercise of the Prime Options in the manner
contemplated by this Agreement. At or prior to, or (at the election of
SouthTrust) within a reasonable time after, the Effective Time of the Merger,
SouthTrust shall file a Registration Statement on Form S-8 (or any successor or
other appropriate form) with respect to the SouthTrust Shares subject to the
Prime Options and shall use its best efforts to maintain the effectiveness of
such registration statement or registration statements (and maintain the
current status of the prospectus or prospectuses contained therein) for so long
as any of the Prime Options remain outstanding. SouthTrust shall make any
filings required under any applicable state securities laws to qualify the
SouthTrust Shares subject to such Prime Options for resale thereunder.

(c) The number of SouthTrust Shares subject to the Prime
Options to be assumed by SouthTrust hereunder and the exercise price thereof
shall, from and after the

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Effective Time of the Merger, be subject to appropriate adjustment in the event
of the occurrence of any transaction described in Section 2.1(b) hereof if the
record date with respect to such transaction is on or after the Effective Time
of the Merger.

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

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

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

Section 2.3 Fractional Shares. Notwithstanding any other
provision of this Agreement, each holder of Prime 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 NASDAQ
Stock Market -- National Market System ("NASDAQ") on the last trading day
preceding the Effective Time of the Merger or, if the SouthTrust Shares
hereafter become listed for trading on any national securities exchange
registered under the Securities Exchange Act of 1934, the last sale price of
such SouthTrust Shares on the applicable date as reported on the principal
securities exchange on which the SouthTrust Shares are then listed for trading.
No such holder will be entitled to dividends, voting rights or any other rights
as a shareholder in respect of any fractional share.

Section 2.4 Effectuating Conversion (a) As promptly as
practicable after the Effective Time of the Merger, SouthTrust shall send or
cause to be sent to each former holder of record of Prime Shares transmittal
materials (the "Letter of Transmittal") for use in exchanging their
certificates formerly representing Prime Shares for the consideration provided
for in this Agreement. As soon as practicable after receipt of properly
completed

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Letters of Transmittal, and stock certificates evidencing the Prime Shares held
by the former holders of the Prime Shares, SouthTrust shall cause the
appropriate number of SouthTrust Shares to be issued to the former holders of
Prime Shares submitting such Letters of Transmittal. Amounts that would have
been payable to Dissenting Shareholders for Prime Shares but for the fact of
their dissent in accordance with the provisions of Section 2.1(c) hereof shall
be administered in accordance with the Dissent Provisions.

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

(c) In the event that any holder of record as of the
Effective Time of the Merger of Prime Shares is unable to deliver the
certificate which represents such holder's Prime Shares, ST-FL, in the absence
of actual notice that any Prime 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 ST-FL that any such certificate has
been lost, wrongfully taken or destroyed;

(ii) Such security and indemnity bond as may be reasonably
requested by ST-FL or the transfer agent of
SouthTrust to indemnify and hold ST-FL harmless; and

(iii) Evidence to the satisfaction of ST-FL that such
holder is the owner of the Prime 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 Prime 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

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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 Prime 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 Prime Shares, and
neither SouthTrust nor ST-FL shall be obligated to deliver any of the
consideration contemplated by this Agreement, any amount of cash representing
fractional SouthTrust Shares or any such dividend or other distribution with
respect to SouthTrust Shares until such holder shall surrender the certificate
or certificates representing Prime Shares as provided for by the Agreement.
Subject to applicable laws, following surrender of any such certificate or
certificates, there shall be paid to the holder of the certificate or
certificates then representing SouthTrust Shares issued in the Merger, without
interest at the time of such surrender, the consideration contemplated by this
Agreement, the amount of any cash representing fractional SouthTrust Shares and
the amount of any dividends or other distributions with respect to SouthTrust
Shares to which such holder is entitled as a holder of SouthTrust Shares.

Section 2.5 Laws of Escheat. If any of the consideration due or
other payments to be paid or delivered to the holders of Prime 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 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 Prime,
SouthTrust, ST-FL, ST-Bank, nor any other person acting on their behalf shall
be liable to a holder of Prime 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.

Section 2.6 Consideration. SouthTrust, on behalf of ST-FL, 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 III

REPRESENTATIONS AND WARRANTIES OF PRIME

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

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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 Prime is duly licensed or qualified to do business in Florida and elsewhere
where the nature of the business conducted by it or the character or location
of the properties and assets owned or leased by it make such qualification
necessary, except where the failure to be so licensed or qualified would not
have a material adverse effect on the business, assets, operations, financial
condition or results of operations (such business, assets, operations,
financial condition or results of operations hereinafter collectively referred
to as the "Condition") of Prime. True and correct copies of the Articles of
Incorporation of Prime and the Bylaws of Prime, each as amended to the date
hereof, have been delivered to SouthTrust.

(b) Prime has in effect all federal, state, local and
foreign governmental, regulatory and other authorizations, permits and licenses
necessary 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 Prime.

(c) Prime does not own any capital stock of any
subsidiary and Prime does 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.

(d) The minute books of Prime contain complete and
accurate records in all material respects of all meetings and other corporate
actions held or taken by its shareholders and Board of Directors (including all
committees thereof).

Section 3.2 Capitalization. The authorized capital stock of
Prime consists of 870,000 shares of common stock, par value $5.00 (hereinbefore
and hereinafter referred to as "Prime Shares"), 543,709 shares of which as of
the date hereof are issued and outstanding (and none of which are held in the
treasury of Prime). All of the issued and outstanding Prime 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 Prime, or any securities or rights convertible
into or exchangeable for shares of capital stock of Prime, except as set forth
in Disclosure Schedule 3.2.

Section 3.3 Financial Statements; Filings. (a) Prime has
previously delivered to SouthTrust copies of the financial statements of Prime
as of and for the years ended 1993 and 1994 and Prime 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 Prime, the financial statements of Prime 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 Prime").

(b) Prime has previously delivered to SouthTrust copies
of the Call Reports of Prime as of and for the years ended 1993 and 1994, and
Prime shall deliver to SouthTrust, as soon as practicable following the
preparation of additional Call Reports for each

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subsequent calendar quarter (or other reporting period) or year of Prime, the
Call Reports of Prime 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 Prime").

(c) Each of the Financial Statements of Prime and each of the
Call Reports of Prime (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 Prime have been, are being, and will be maintained in all
material respects in accordance with applicable legal and accounting
requirements consistent with past practices and reflect only actual
transactions. Each of the Financial Statements of Prime and each of the Call
Reports of Prime (including the related notes, where applicable) fairly present
or will fairly present the financial position of Prime as of the respective
dates thereof and fairly present or will fairly present the results of
operations of Prime for the respective periods therein set forth.

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

(e) Except as reflected on Disclosure Schedule 3.3(e)
hereto, since December 31, 1995, Prime 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 Prime except obligations and liabilities (i) which are accrued or
reserved against in the Financial Statements of Prime or the Call Reports of
Prime, or reflected in the notes thereto, (ii) which were incurred after
December 31, 1995, in the ordinary course of business consistent with past
practices, or (iii) which are contemplated by this Agreement or incurred with
the written consent of SouthTrust.

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 Prime and
the Call Reports of Prime as of and for the year ended December 31, 1995 were
as of such date 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 Prime
and the Call Reports of Prime as of and for the year ended December 31, 1995
were, and the allowance for possible loan losses to be shown on the Financial
Statements of Prime and the Call Reports of Prime 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)

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of Prime and other extensions of credit (including letters of credit or
commitments to make loans or extend credit), and (iii) each such allowance
described in (ii) above has been established in accordance with the accounting
principles described in Section 3.3(c).

Section 3.5 Certain Loans and Related Matters. Except as set
forth in Disclosure Schedule 3.5, Prime is not a party as of the date of this
Agreement 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 provision as of the date hereof; (ii) loan agreement, note or
borrowing arrangement which has been classified as "substandard", "doubtful",
"loss" or any comparable classification; (iii) loan agreement, note or
borrowing arrangement, including any loan guaranty, with any director or
executive officer of Prime or any ten percent (10%) shareholder of Prime, or
any person, corporation or enterprise controlling, controlled by or under
common control with any of the foregoing; or (iv) loan agreement, note or
borrowing arrangement in violation of any law, regulation or rule applicable to
Prime 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 Prime, and as of the date of this Agreement,
Prime is not aware of any facts or circumstances or events involving a loan
agreement, note or borrowing arrangement, including, without limitation, any
loan guaranty, which is reasonably likely to cause any such instrument to be
included in (i) through (iii) above.

Section 3.6 Authority; No Violation. (a) Prime has full
corporate power and authority to execute and deliver this Agreement and,
subject to the approval of the shareholders of Prime and to the receipt of the
Consents of the Regulatory Authorities, to consummate the transactions
contemplated hereby. The Board of Directors of Prime 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 and recommended
to Prime'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 Prime are necessary to consummate the
transactions so contemplated. This Agreement, when duly and validly executed
by Prime and delivered by Prime, will constitute a valid and binding obligation
of Prime, and will be enforceable against Prime 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) Except as set forth in Disclosure Schedule 3.6(b),
neither the execution and delivery of this Agreement by Prime nor the
consummation by Prime of the transactions contemplated hereby, nor compliance
by Prime with any of the terms or provisions hereof, will (i) violate any
provision of the Articles of Incorporation or Bylaws of Prime (ii) assuming
that the Consents of the Regulatory Authorities and approvals referred to
herein are duly obtained, violate any statute, code, ordinance, rule,
regulation, judgment, order, writ, decree or injunction applicable and material
to Prime or any of its properties or assets, or (iii) violate, conflict with,
result in a breach of any provisions of, constitute a default (or an event

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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 Prime 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 Prime is a party, or by which Prime or any of its
properties or assets may be bound or affected.

Section 3.7 Consents and Approvals. Except for (i) the vote of
the shareholders of Prime in connection with any proxy statement of Prime
relating to the meeting of the shareholders of Prime at which the Merger is to
be considered (the "Proxy Statement"); (ii) the Consent of the OCC and the
Department; (iii) filing of this Agreement and certified resolutions with the
OCC and the Department; and (iv) as set forth in Disclosure Schedule 3.7, no
Consents of any person are necessary in connection with the execution and
delivery by Prime of this Agreement, and the consummation by Prime of the
Merger and the other transactions contemplated hereby.

Section 3.8 Broker's Fees. None of Prime nor any of its officers
or directors, has employed any broker or finder or incurred any liability for
any broker's fees, commissions or finder's fees in connection with any of the
transactions contemplated by this Agreement. Each party shall bear its own
expenses with respect to this Agreement and the consummation of the Merger,
irrespective of whether the Merger is closed.

Section 3.9 Absence of Certain Changes or Events. Except as
occasioned by this Agreement or with the consent of SouthTrust, since December
31, 1995, 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 Prime Shares or (ii) any change or any event involving a prospective change
in the Condition of Prime which has had, or is reasonably likely to have, a
material adverse effect on the Condition of Prime or on Prime generally,
including, without limitation any change in the administration or supervisory
standing or rating of Prime 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, Prime is not a party to any, and there are no pending
or, to the knowledge of Prime, threatened, judicial, administrative, arbitral
or other proceedings, claims, actions, causes of action or governmental
investigations against Prime challenging the validity of the transactions
contemplated by this Agreement and, to the knowledge of Prime as of the date
hereof, there is no material proceeding, claim, action or governmental
investigation against Prime; no judgment, decree, injunction, rule or order of
any court, governmental department, commission, agency, instrumentality or
arbitrator is outstanding against Prime which has a material adverse effect on
the Condition of Prime; there is no default by Prime under any material
contract or agreement to which Prime is a party; and Prime is not a party to
any agreement, order or memorandum in writing by or with any Regulatory
Authority restricting the operations of Prime and Prime has not been advised by
any Regulatory Authority that any such Regulatory Authority is contemplating
issuing or requesting the issuance of any such order or memorandum in the
future.

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Section 3.11 Taxes and Tax Returns. Prime has previously
delivered or made available to SouthTrust copies of the federal income tax
returns of Prime for the years 1991, 1992, 1993 and 1994 and all schedules and
exhibits thereto, and will provide SouthTrust with a copy of its federal income
tax return for the year 1995, and all schedules and exhibits thereto, when such
return is filed, and, to the knowledge of Prime such returns have not been
subjected to an audit by the Internal Revenue Service. Except as reflected in
Disclosure Schedule 3.11, to its knowledge, Prime has duly filed in correct
form all material federal, state and local information returns and tax returns
required to be filed on or prior to the date hereof, and Prime has duly paid or
made adequate provisions for the payment of all taxes and other governmental
charges which have been incurred or are due or claimed to be due from Prime 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 Prime 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 Prime and the
Call Reports of Prime 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 consistent with past practices. Prime is not responsible for the
taxes of any other person other than Prime, under Treasury Regulation 1.1502-6
or any similar provision of federal, state or foreign law.

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

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

(c) Prime has not incurred any material liability under
Section 4201 of ERISA for a complete or partial withdrawal from, or agreed to
participate in, any multi-employer plan as such term is defined in Section
3(37) of ERISA.

(d) All "employee benefit plans," as defined in Section
3(3) of ERISA, that are maintained by Prime comply in both form and operation,
in all material respects, with ERISA and the Code that are applicable, or
intended to be applicable, to such "employee benefit plans." Prime has no any
material liability under any such plan that is not reflected in the Financial
Statements of Prime or the Call Reports of Prime.

(e) To the best knowledge of Prime, 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 Prime (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 Prime; and,

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to the best knowledge of Prime no actions have occurred which could result in
the imposition of a penalty under any section or provision of ERISA.

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

(g) 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 Prime under any benefit plan or otherwise, (ii)
materially increase any benefits otherwise payable under any benefit plan or
(iii) result in any acceleration of the time of payment or vesting of any such
benefits to any material extent.

Section 3.13 Title and Related Matters. (a) Except as set forth
in Disclosure Schedule 3.13(a) and except with respect to "other real estate
owned", Prime has good title, and as to owned real property, has good and
marketable title in fee simple absolute, to all assets and properties, real or
personal, tangible or intangible, reflected as owned by it or carried under its
name on the Financial Statements of Prime, or the Call Reports of Prime 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, 1995), 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 Prime and the Call Reports
of Prime or incurred in the ordinary course of business after December 31,
1995, (ii) statutory liens for amounts not yet delinquent or which are being
contested in good faith, and (iii) liens, encumbrances, mortgages, security
interests, pledges, claims and title imperfections that are not in the
aggregate material to the Condition of Prime.

(b) All agreements pursuant to which Prime 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 Prime.

(c) Other than "other real estate owned", (i) all of the
buildings, structures and fixtures owned, leased or subleased by Prime, 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 Prime, 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.

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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 Prime or in which
Prime has any ownership or leasehold interest; provided that "other real estate
owned" or otherwise held in the loan portfolio of Prime is only reasonably
identified on Disclosure Schedule 3.14(a).

(b) Disclosure Schedule 3.14(b) lists or otherwise describes
each and every written or oral lease or sublease under which Prime is the
lessee of any real property and which relates in any manner to the operation of
the businesses of Prime. 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 Prime, 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 Prime. Except as set forth in Disclosure
Schedule 3.14(b), Prime has all right, title and interest as a lessee under the
terms of each lease or sublease, free and clear of all liens, claims or
encumbrances (other than the rights of the lessor), and all such leases are
valid and in full force and effect. Prime has the right under each such lease
and sublease to occupy, use, possess, and control all property leased or
subleased by Prime and, as of the Effective Time of the Merger, shall have the
right to transfer each lease or sublease pursuant to this Agreement.

(c) Prime has not violated, and is not currently in
violation of, any law, regulation or ordinance relating to the ownership or use
of the real estate and real estate interests described in Disclosure Schedules
3.14(a) and 3.14(b) including, but not limited to any law, regulation or
ordinance relating to zoning, building, occupancy, environmental or comparable
matter which individually or in the aggregate would have a material adverse
effect on the Condition of Prime.

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

Section 3.15 Environmental Matters.

(a) Prime and the Participation Facilities (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 Prime.

(b) Prime has not received notice of any litigation
pending or threatened before any court, governmental agency or board or other
forum in which Prime 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 of an amount of a reportable quantity or more
into the environment of any Hazardous Material (as defined below) or oil,
whether or not occurring or on a site owned or leased or operated by Prime

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<PAGE> 22

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 Prime.

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

(d) During the period of (i) ownership or operation by
Prime of any of its current properties, or (ii) participation by Prime in the
management of any Participation Facility, 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 Prime.

(e) "Environmental Law" means any applicable federal,
state or local law, statute, ordinance, rule, regulation, code, license,
permit, authorization, approval, consent, order, judgment, decree or injunction
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; "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 Prime
has engaged in Participation in the Management of such facility, and, where
required by the context, includes the owner or operator of such facility, but
only with respect to such facility; "Participation in the Management" of a
facility has the meaning set forth in 40 C.F.R. Section 300.1100(c).

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

(a) Any employment contract (including any agreement or
plan 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 Prime);

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

(c) Any contract covenants which limit the ability of
Prime to compete in any line of business or which involve any restriction of
the geographical area in which Prime 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

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

Section 3.17 Regulatory and Accounting Matters. Prime has not
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; and Prime
has not agreed to take any action or has knowledge of any fact or has agreed to
any circumstance that would materially impede the ability of SouthTrust to
account for the transactions contemplated by this Agreement as a pooling of
interests.

Section 3.18 Registration Obligations. Prime is not under any
obligation, contingent or otherwise, which will survive the Merger, to register
any of its securities under the Securities Act of 1933 or any state securities
laws.

Section 3.19 State Takeover Laws. This Agreement and the
transactions contemplated hereby are not subject to or restricted by any
applicable state anti-takeover statute.

Section 3.20 Insurance. Prime is presently insured, and during
each of the past three calendar years has been insured, for reasonable amounts
against such risks as companies or institutions engaged in a similar business
would, in accordance with good business practice, customarily be insured. To
the knowledge of Prime, the policies of fire, theft, liability and other
insurance maintained with respect to the assets or businesses of Prime provide
adequate coverage against loss, and the fidelity bonds in effect as to which
Prime 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 Prime is pending
as of the date hereof or, to the knowledge of Prime, threatened. Prime is not
involved in, or, to the knowledge of Prime, threatened with or affected by, any
proceeding asserting that Prime 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
Prime. No union represents or claims to represent any employees of Prime, and,
to the knowledge of Prime, no labor union is attempting to organize employees
of Prime.

Section 3.22 Compliance with Laws. Prime has conducted its
business in accordance with all applicable federal, foreign, state and local
laws, regulations and orders, and is in compliance with such laws, regulations
and orders, except for such violations or non-compliance, which when taken
together as a whole, will not have a material adverse effect on the Condition
of Prime. Except as disclosed in Disclosure Schedule 3.22, Prime:

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

(b) Has not received a notification or communication from
any agency or department of federal, state or local
government or the Regulatory

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<PAGE> 24

Authorities or the staff thereof (i) asserting that
Prime 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 Prime, (ii) threatening to revoke
any permit, the revocation of which is reasonably
likely to have a material adverse effect on the
Condition of Prime, (iii) requiring Prime 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 Prime, 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 Prime at the time such deposits were entered
into, (b) the agreements listed on Disclosure Schedule 3.16, and (c) the items
described on Disclosure Schedule 3.23, there are no contracts with or
commitments to present or former stockholders, directors, officers or employees
involving the expenditure of more than $1,000 as to any one individual,
including, any business directly or indirectly controlled by any such person,
or $5,000 for all such contracts or commitments in the aggregate for all such
individuals.

Section 3.24 Proxy Materials. None of the information relating to
Prime to be included in the Proxy Statement which is to be mailed to the
shareholders of Prime in connection with the solicitation of their approval of
this Agreement will, at the time such Proxy Statement is mailed or at the time
of the meeting of shareholders to which such Proxy Statement relates, be false
or misleading with respect to any material fact, or omit to state any material
fact, necessary in order to make a statement therein not false or misleading.

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

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ARTICLE IV

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

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

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

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

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

Section 4.2 Organization and Related Matters of ST-FL. (a)
ST-FL is a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida. ST-FL 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-FL is licensed or qualified to do business in each
jurisdiction in which the nature of the business conducted by ST-FL, or the
character or location of the properties and assets owned or leased by ST-FL
makes such licensing or qualification necessary, except where the failure to be
so licensed or qualified (or steps necessary to cure such failure) would not
have a material adverse effect on the Condition of ST-FL on a consolidated
basis. ST-FL is duly registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended. True and correct copies of the
Articles of Incorporation of ST-FL and the Bylaws of ST-FL, each as amended to
the date hereof, have been made available to Prime prior to the Effective Time
of the Merger.

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<PAGE> 26

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

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

Section 4.3 Organization and Related Matters of ST-Bank. (a)
ST-Bank is a national banking association duly organized, validly existing and
in good standing under the laws of the United States. ST-Bank has, or will
have, as of the Effective Time of the Merger, the corporate power and authority
to own or lease all of its properties and assets and to carry on its business
as now conducted, or as proposed to be conducted pursuant to this Agreement,
and ST-Bank is or will be licensed or qualified to do business in each
jurisdiction which the nature of the business conducted or to be conducted by
ST-Bank, or the character or location or the properties and assets owned or
leased by ST-Bank make such licensing or qualification necessary, except where
the failure to be so licensed or qualified (or steps necessary to cure such
failure) would 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 Association and Bylaws of ST-Bank, as each may be amended to the
date hereof, will be made available to Prime.

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

(c) As of the Effective Time of the Merger, the minute
books of ST-Bank 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-Bank.

Section 4.4 Capitalization. As of December 31, 1995, the
authorized capital stock of SouthTrust consisted of 200,000,000 shares of
common stock, par value $2.50 per share, 88,398,198 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. Between December 31, 1995 and the date of this
Agreement, SouthTrust has not approved or effected any stock split, stock
dividend or similar transaction in which SouthTrust Shares were issued without
SouthTrust receiving any consideration in connection therewith.

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Section 4.5 Authorization. The execution, delivery, and
performance of this Agreement, and the consummation of the transactions
contemplated hereby and in any related agreements, have been duly authorized by
the Boards of Directors of SouthTrust, ST-FL and ST-Bank, and no other
corporate proceedings on the part of SouthTrust, ST-FL or ST-Bank are or will
be necessary to authorize this Agreement and the transactions contemplated
hereby. This Agreement is the valid and binding obligation of SouthTrust,
ST-FL and ST-Bank enforceable against each in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding may be brought. 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, the Articles of
Incorporation or Bylaws of ST-FL or the Articles of Association or Bylaws of
ST-Bank 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, ST-FL or ST-Bank under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, deed of
trust, license, permit, lease, agreement or other instrument or obligation to
which SouthTrust, ST-FL or ST-Bank is a party, or by which SouthTrust, ST-FL or
ST-Bank or any of their respective properties or assets may be bound or
affected, (B) violate any statute, code, ordinance, rule, regulation, judgment,
order, writ, decree or injunction applicable to SouthTrust, ST-FL or ST-Bank or
any of their respective material properties or assets, except for (X) such
conflicts, breaches or defaults as are set forth in Disclosure Schedule 4.5;
and (Y) with respect to (B) and (C) above, such as individually or in the
aggregate will not have a material adverse effect on the Condition of
SouthTrust on a consolidated basis.

Section 4.6 Financial Statements. (a) SouthTrust has delivered
to Prime copies of the consolidated financial statements of SouthTrust as of
and for the years ended December 31, 1993, 1994, and 1995, and SouthTrust will
make available to Prime, as soon as practicable following the preparation of
additional consolidated financial statements for each subsequent calendar
quarter or year of SouthTrust, the consolidated financial statements of
SouthTrust as of and for such subsequent calendar quarter or year (such
consolidated financial statements, unless otherwise indicated, being
hereinafter referred to collectively as the "Financial Statements of
SouthTrust").

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

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<PAGE> 28

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, 1995, 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, 1995 in the ordinary course of business
consistent with past practices. Since December 31, 1995, and except for the
matters described in (i) and (ii) above, SouthTrust has not incurred or paid
any obligation or liability which would be material to the Condition of
SouthTrust on a consolidated basis.

Section 4.7 Absence of Certain Changes or Events. Since December
31, 1995, 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 4.8 Legal Proceedings, Etc. Except as set forth on
Disclosure Schedule 4.8 hereto, neither SouthTrust nor any of its affiliates is
a party to any, and there are no pending, or, to the knowledge of SouthTrust,
threatened, legal, administrative, arbitral or other proceedings, claims,
actions, causes of action or governmental investigations of any nature against
SouthTrust challenging the validity or propriety of the transactions
contemplated by this Agreement or which would be required to be reported by
SouthTrust pursuant to Item 103 of Regulation S-K promulgated by the SEC.

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

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

Section 4.11 Accounting, Tax, Regulatory Matters. SouthTrust has
not agreed to take any action, 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(a)(1)(C) of the Code, (ii) materially impede or delay
receipt of any Consent from any Regulatory Authority referred to in the
Agreement, or (iii) materially impede the ability of SouthTrust to account for
the transactions contemplated by this Agreement as a pooling of interests.

Section 4.12 Proxy Materials. None of the information relating
solely to SouthTrust or any of its subsidiaries to be included or incorporated
by reference in the Proxy Statement

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which is to be mailed to the shareholders of Prime 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 Prime to
which such Proxy Statement relates, be false or misleading with respect to any
material fact, or omit to state any material fact necessary in order to make a
statement therein not false or misleading.

Section 4.13 No Broker's or Finder's Fees. Neither SouthTrust,
ST-FL nor ST-Bank or any of their subsidiaries, affiliates or employers has
employed any broker or finder or incurred any liability for any broker's fees,
commissions or finder's fees in connection with this Agreement or the
consummation of any of the transactions contemplated herein.

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

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Prime. (a) During the
period from the date of this Agreement to the Effective Time of the Merger,
Prime shall (i) conduct its business in the usual, regular and ordinary course
consistent with past practice and prudent banking principles, (ii) use its best
efforts to maintain and preserve intact its business organization, employees,
goodwill with customers and advantageous business relationships and retain the
services of its officers and key employees, and (iii) except as required by law
or regulation, take no action which would adversely affect or delay the ability
of Prime or SouthTrust to obtain any Consent from any Regulatory Authorities or
other approvals required for the consummation of the transactions contemplated
hereby or to perform its covenants and agreements under this Agreement.

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

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

(ii) change the number of shares of the authorized, issued or
outstanding capital stock of Prime, 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 Prime,
declare, set aside or pay any dividend or other distribution
with respect to the outstanding capital stock of Prime;
provided, however, that Prime may issue the Prime Shares
subject to the stock options set forth

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<PAGE> 30

in Disclosure Schedule 3.2, and beginning on March 31, 1996
and continuing thereafter until the Effective Time of the
Merger, Prime may (to the extent legally and contractually
permitted to do so), but shall not be obligated to, declare
and pay regular quarterly cash dividends on the Prime Shares
at a rate not in excess of $0.16 per share, provided, further,
that if the Effective Time of the Merger occurs during a
quarter on a date after the record date for the regular
quarterly dividend declared by the Board of Directors of
SouthTrust for such quarter, and prior to the declaration and
payment of a regular cash dividend by the Board of Directors
of Prime for such quarter, Prime shall be permitted to declare
and pay a cash dividend of $0.16 per share immediately prior
to the Effective Time of the Merger;

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

(iv) make any capital expenditures individually in excess of
$25,000, or in the aggregate in excess of $50,000 other than
pursuant to binding commitments existing on December 31, 1995
and disclosed in a Disclosure Schedule delivered pursuant to
Article III of this Agreement or in the annexed Schedule
5.1(b)(iv) and other than expenditures necessary to maintain
existing assets in good repair;

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

(vi) pay any bonuses to any executive officer except pursuant to
the terms of an enforceable written employment agreement and
except in a manner consistent with past practice, which, in
any event, will not exceed an aggregate of $20,000; 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

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<PAGE> 31

past practices and policies or except in accordance with the
terms of an enforceable written agreement; grant any material
increases in fees or other increases in compensation or in
other benefits to any of its directors; or effect any change
in any material respect in retirement benefits to any class of
employees or officers, except as required by law;

(vii) enter into or extend any agreement, lease or license relating
to real property, personal property, data processing or
bankcard functions relating to Prime that involves an
individual expenditure in excess of $25,000 or an aggregate
expenditure in excess of $50,000; 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) foreclosures
in the ordinary course of business, or (B) acquisitions of
control by Prime in a fiduciary capacity.

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, Prime 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 Prime. Prime will promptly notify SouthTrust of any material
change in the normal course of business or the operations or the properties of
Prime, any governmental complaints, investigations or hearings (or
communications indicating that the same may be contemplated) affecting Prime,
the institution or the threat of material litigation, claims, threats or causes
of action involving Prime, and will keep SouthTrust fully informed of such
events. Prime will furnish to SouthTrust, promptly after the preparation
and/or receipt by Prime 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 Prime and the Call Reports of Prime.

Section 5.3 Access to Properties; Personnel and Records. (a) So
long as this Agreement shall remain in effect, Prime shall permit SouthTrust or
its agents full access, during normal business hours, to the properties of
Prime, 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
Prime, 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 Prime shall use its
reasonable best efforts to provide SouthTrust and its representatives access to
the work papers of Prime's accountants. Prime shall not

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<PAGE> 32

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 Prime shall cooperate, to the extent
it does not incur undue cost, 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 Prime.

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

Section 5.4 Approval of Prime Shareholders. Prime will take all
steps necessary under applicable laws to call, give notice of, convene and hold
a meeting of its shareholders at such time as may be mutually agreed to by the
parties for the purpose of approving this Agreement and the transactions
contemplated hereby and for such other purposes consistent with the complete
performance of this Agreement as may be necessary or desirable. Subject to
their fiduciary duties as advised in writing by counsel, the Board of Directors
of Prime will recommend to its shareholders the approval of this Agreement and
the transactions contemplated hereby and Prime 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. Prime, 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 Prime or any of its subsidiaries, to solicit
or encourage, including by way of furnishing information, any inquiries or the
making of any proposal which may reasonably be expected to lead to any takeover
proposal with respect to Prime except where the failure to furnish such
information or participate in such negotiations or discussions would constitute
a Breach of the fiduciary duties of the Board

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<PAGE> 33

of Directors (as determined in good faith following consultation with and as
advised in writing by counsel). Prime shall promptly advise SouthTrust orally
and in writing of any such inquiries or proposals received by Prime 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 Prime or any of
its subsidiaries, or for the acquisition of a significant equity interest in
Prime or for the acquisition of a substantial portion of the assets of Prime or
any of its subsidiaries.

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

Section 5.7 Affiliates. At least thirty (30) days prior to the
Effective Time of the Merger, Prime shall deliver to SouthTrust a letter
identifying all persons who are, at the time this Agreement is submitted for
approval to the shareholders of Prime, "affiliates" of Prime for purposes of
the Securities Act of 1933. In addition, Prime shall use its reasonable
efforts to cause each person who is a shareholder of Prime to deliver to
SouthTrust not later than thirty (30) days prior to the Effective Time of the
Merger, a written agreement, providing that such person will not sell, pledge,
transfer, or otherwise dispose of the Prime 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, and the rules and
regulations thereunder and if such shareholder is an affiliate of Prime, until
such time as such agreement shall specify.

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

Section 5.9 Compliance Matters. Prior to the Effective Time of
the Merger, Prime shall take, or cause to be taken, all steps reasonably
requested by SouthTrust to cure any deficiencies in regulatory compliance by
Prime; provided that neither SouthTrust nor ST-Bank shall be responsible for
discovering any defects.

Section 5.10 Exemption Under Anti-Takeover Statutes. Prior to the
Effective Time of the Merger, Prime 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.

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

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<PAGE> 34

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 Prime shall cause to be prepared and
filed all required applications and filings with the Regulatory Authorities
which are necessary or contemplated for the obtaining of the Consents of the
Regulatory Authorities or consummation of the Merger. Such applications and
filings shall be in such form as may be prescribed by the respective government
agencies and shall contain such information as they may require. The parties
hereto will cooperate with each other and use their best efforts to prepare and
execute all necessary documentation, to effect all necessary or contemplated
filings and to obtain all necessary or contemplated permits, consents,
approvals, rulings and authorizations of government agencies and third parties
which are necessary or contemplated to consummate the transactions contemplated
by this Agreement, including, without limitation, those required or
contemplated from the Regulatory Authorities, and the shareholders of Prime.

(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 Prime or obligation on the part of SouthTrust or any of its
affiliates to employ any such officers or employees.

(b) The parties agree that, except as otherwise provided
in paragraph 6.3(c), appropriate steps shall be taken to terminate all employee
benefit plans of Prime as of the Effective Time of the Merger or as promptly as
practicable thereafter. Following the termination of such plans, SouthTrust
agrees that the officers and employees of Prime 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 Prime'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

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<PAGE> 35

(ii) credit for each such employee's past service
with Prime 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 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 in
the 1990 Discounted Stock Plan of SouthTrust.

(c) The parties further agree that the Prime Bank
Employee Savings and Retirement Plan (the "Prime Plan") will either be merged
into the SouthTrust Corporation Employees' Profit Sharing Plan (the "ST-Plan")
effective as of a date following the Effective Time of the Merger selected by
SouthTrust or, if so elected by SouthTrust, terminated as of a date prior to,
on or after the Effective Time of the Merger and prior to the January 1
following the Effective Time of the Merger. The determination as to whether
the Prime Plan shall be terminated or merged into the ST-Plan shall be made by
SouthTrust. From and after the January 1 following the Effective Time of the
Merger, or such earlier date as SouthTrust may determine, for purposes of
determining eligibility to participate in, and vesting in accrued benefits
under both the ST-Plan and the SouthTrust Corporation Revised Retirement Income
Plan (the "ST-Retirement Plan"), employment by Prime shall be credited as if it
were employment by SouthTrust, and such service shall be credited for purposes
of determining benefit accrual under the ST-Plan but not under the
ST-Retirement Plan.

Section 6.4 Indemnification. Prime agrees to indemnify, defend
and hold harmless SouthTrust and its subsidiaries, and each of their respective
present and former officers, directors, employees and agents, from and against
all losses, expenses, claims, damages or liabilities to which any of them may
become subject under applicable laws (including, but not limited to, the
Securities Act of 1933 or the Securities Exchange Act of 1934), and will
reimburse each of them for any legal, accounting or other expenses reasonably
incurred in connection with investigating or defending any such actions,
whether or not resulting in liability, insofar as such losses, expenses,
claims, damages or liabilities arise out of or are based upon any untrue
statement of material fact supplied by Prime and contained in the Registration
Statement, the Proxy Statement or any application for the approval of the
transactions contemplated by this Agreement filed with any Regulatory Authority
or arise out of or are based upon the omission to state therein a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made not misleading.

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

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Section 6.6 Registration Statement. As soon as practicable
after, but in any case within five days after, the Effective Time of the
Merger, SouthTrust, at its own expense, shall file a Registration Statement on
Form S-3 relating to the SouthTrust Shares issuable in the Merger with the SEC
and any required state securities authority. SouthTrust shall take all
appropriate steps and will use its best efforts to cause such Registration
Statement to become effective with the SEC and any such state securities
authority as soon as practicable following its filing with the SEC, will use
its best efforts to maintain the effectiveness of such Registration Statement
for a period of two years following the Effective Time of the Merger, will
supplement or amend such Registration Statement in such manner as may be
necessary during such two year period, including revising the list of selling
stockholders set forth therein, and will furnish the selling stockholders with
a sufficient number of copies of the Prospectus to enable such selling
stockholders to sell the SouthTrust Shares, which Registration Statement shall
permit all the shareholders of Prime who receive SouthTrust Shares in the
Merger to resell such SouthTrust Shares through the facilities of NASDAQ;
provided, however, that if, in the opinion of counsel for SouthTrust, the
transaction may not be effected by use of a Registration Statement on Form S-3,
SouthTrust, prior to the Effective Time of the Merger, shall file with the SEC,
and shall cause such Registration Statement to become effective, a Registration
Statement on Form S-4. Prime 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 federal securities laws and state blue sky securities laws, as
appropriate. SouthTrust shall advise Prime (and the selling stockholders if a
Registration Statement on Form S-3 is used) of any stop orders that may be
entered by the SEC with respect to the Registration Statement.

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

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The obligations of SouthTrust, ST-FL and ST-Bank, on the one hand, and
Prime, 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 Prime and the sole
shareholder of ST-Bank.

Section 7.2 Regulatory Approvals. All necessary Consents of the
Regulatory Authorities shall have been obtained and all notice and waiting
periods required by law to

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

Section 7.4 Proxy Statement and Registration Statement.
SouthTrust shall have received all federal and state securities laws, or "Blue
Sky" permits or other authorizations or confirmations as to the availability of
exemptions from registration requirements, as may be necessary to issue the
SouthTrust Shares pursuant to the terms of this Agreement.

ARTICLE VIII

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

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

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

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

Section 8.4 Absence of Adverse Facts. There shall have been no
determination by SouthTrust, in the reasonable exercise of its judgment, that
any fact, event or condition exists or has occurred relating to Prime, whether
actual or threatened, that in the reasonable judgment of SouthTrust, (a) would
have a material adverse effect on, or which may be foreseen to have a material
adverse effect on, the Condition of Prime or the consummation

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of the transactions contemplated by this Agreement, (b) would be materially
adverse to the interests of SouthTrust on a consolidated basis, (c) relates to
or affects Prime and/or its Condition, and would significantly and adversely
affect the economic benefits reasonably and in good faith expected to be
obtained by SouthTrust pursuant to this Agreement, including, without
limitation, a significant and adverse effect with respect to Prime's results of
operations, credit quality or allowance for possible loan losses or any item
related thereto, or (d) would render the Merger or the other transactions
contemplated by this Agreement impractical because of any state of war,
national emergency, banking moratorium or general suspension of trading on
NASDAQ, the New York Stock Exchange, Inc. or other national securities
exchange; provided, however, that any fact, event or condition relating to any
matter described above, other than Prime's loan portfolio or any item related
thereto, shall have occurred after the date of this Agreement.

Section 8.5 Opinion of Counsel. SouthTrust shall have received
an opinion of counsel from Akerman, Senterfitt & Eidson, P.A. or other counsel
to Prime acceptable to SouthTrust in substantially the form set forth in
Exhibit 8.5 hereof.

Section 8.6 Consents Under Agreements. Prime 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 Prime under any loan or credit agreement, note, mortgage,
indenture, lease, license, or other agreement or instrument, except those for
which failure to obtain such consents and approvals would not in the opinion of
SouthTrust, individually or in the aggregate, have a material adverse effect on
the Surviving Corporation or upon the consummation of the transactions
contemplated by this Agreement.

Section 8.7 Material Condition. There shall not be any action
taken, or any statute, rule, regulation or order enacted, entered, enforced or
deemed applicable to the Merger by any Regulatory Authority which, in
connection with the grant of any Consent by any Regulatory Authority, imposes,
in the judgment of SouthTrust, any material adverse requirement upon SouthTrust
or its subsidiaries, including, without limitation, any requirement that
SouthTrust sell or dispose of any significant amount of the assets of Prime 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 Prime or any banking or other subsidiary of SouthTrust,
no such term or condition imposed by any Regulatory Authority in connection
with the grant of any Consent by any Regulatory Authority shall be deemed to be
a material adverse requirement unless it materially differs from terms and
conditions customarily imposed by any such entity in connection with the
acquisition of banks under similar circumstances.

Section 8.8 Matters Relating to Employment Agreements. All
employment agreements between Prime and any executive or employee thereof shall
be terminated in their entirety as of the Effective Time of the Merger, and at
the election of SouthTrust, replacement employment agreements, which are
satisfactory to SouthTrust and such employees, between each of such executives
or employees and SouthTrust or the Surviving Corporation shall have been
executed and delivered.

Section 8.9 Outstanding Shares of Prime. The total number of
Prime Shares outstanding as of the Effective Time of the Merger and the total
number of Prime Shares

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<PAGE> 39

covered by any option, warrant, commitment, or other right or instrument to
purchase or acquire any Prime Shares that are outstanding as of the Effective
Time of the Merger, including any securities or rights convertible into or
exchangeable for Prime Shares, shall not exceed 569,709 shares in the
aggregate.

Section 8.10 Pooling. SouthTrust, in the exercise of its
reasonable discretion, and after taking into account the holders of the
outstanding Prime Shares who 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, shall not have determined that the transactions
contemplated by this Agreement fail to qualify for pooling of interests
accounting treatment.

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

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF PRIME

The obligation of Prime 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, ST-FL and ST-Bank contained in this Agreement or
in any certificate or document delivered pursuant to the provisions hereof
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, ST-FL and
ST-Bank shall have performed all covenants, obligations and agreements required
to be performed by them and under this Agreement prior to the Effective Time of
the Merger.

Section 9.3 Certificate Representing Satisfaction of Conditions.
SouthTrust, ST-FL and ST-Bank shall have delivered to Prime a certificate dated
as of the Effective Time of the Merger as to the satisfaction of the matters
described in Sections 9.1 and 9.2 hereof, and such certificate shall be deemed
to constitute additional representations, warranties, covenants, and agreements
of SouthTrust, ST-FL and ST-Bank under Article IV of this Agreement.

Section 9.4 Absence of Adverse Facts. There shall have been no
determination by Prime, in the reasonable exercise of its judgment, that any
fact, event or condition exists or has occurred relating to SouthTrust, whether
actual or threatened, that in the reasonable judgment of Prime, (a) would have
a material adverse effect on, or which may be foreseen to have a material
adverse effect on, the Condition of SouthTrust on a consolidated basis or the
consummation of the transactions contemplated by this Agreement, (b) would be
materially adverse to the interests of Prime; 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.

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Section 9.5 Consents Under Agreements. SouthTrust, ST-FL and
ST-Bank shall have obtained the consent or approval of each person (other than
the Consents of Regulatory Authorities) whose consent or approval shall be
required in connection with the transactions contemplated hereby under any loan
or credit agreement, note, mortgage, indenture, lease, license or other
agreement or instrument, except those for which failure to obtain such consents
and approvals would not, in the judgment of Prime, individually or in the
aggregate, have a material adverse effect upon the consummation of the
transactions contemplated hereby.

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

Section 9.7 SouthTrust Shares. The SouthTrust Shares to be
issued in connection herewith shall be duly authorized and validly issued and,
fully paid and nonassessable, issued free of preemptive rights and free and
clear of all liens and encumbrances created by or through SouthTrust, and if
SouthTrust elects to use a Registration Statement on Form S-4 to effect the
transactions contemplated by this Agreement, such Registration Statement shall
have been declared effective by the SEC.

Section 9.8 Price Condition. The average last sales price of the
SouthTrust Shares, as reported by NASDAQ shall not be less than $22.75 per
SouthTrust Share for any ten consecutive trading days during the 20 trading
days immediately preceding the Effective Time of the Merger.

Section 9.9 Tax Opinion. Prime shall have received an opinion of
Bradley, Arant, Rose & White on or before the date on which the Proxy Statement
of Prime is to be mailed to holders of Prime 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 Prime to the extent that they receive SouthTrust Shares in
exchange for their Prime Shares in the Merger. In rendering such tax opinion,
such counsel shall be entitled to rely upon representations of officers of
Prime and SouthTrust reasonably satisfactory in form and substance to such
counsel.

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

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

(a) by the mutual consent in writing of SouthTrust,
ST-FL, ST-Bank and Prime; or

(b) by SouthTrust, ST-FL, ST-Bank or Prime if the Merger
shall not have occurred on or prior to December 31, 1996, provided that the
failure to consummate the Merger on or before such date is not caused by any
breach of any of the representations,

35
<PAGE> 41

warranties, covenants or other agreements contained herein by the party
electing to terminate pursuant to this Section 10.1(b);

(c) by SouthTrust or Prime (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 terminating party to consummate the Merger cannot be
satisfied or fulfilled;

(d) by SouthTrust if: (i) SouthTrust shall have
determined, in the reasonable exercise of its judgment, that any fact, event or
condition exists that, in the judgment of SouthTrust, (A) is materially at
variance with any warranty or representation of Prime set forth in the
Agreement or is a material breach of any covenant or agreement of Prime
contained in the Agreement, (B) has a material adverse effect or can be
reasonably foreseen to have a material adverse effect upon the Condition of
Prime on a consolidated basis or upon the consummation of the transactions
contemplated by the Agreement, (C) pertains to Prime and would be materially
adverse to the interests of SouthTrust and ST-FL on a consolidated basis, (D)
relates to or affects Prime and/or its Condition, and would significantly and
adversely effect the economic benefits reasonably and in good faith expected to
be obtained by SouthTrust from acquiring Prime under this Agreement, including,
without limitation, a significant and adverse effect with respect to Prime's
results of operation, credit quality or allowance for possible loan losses or
any item related thereto, (E) renders the Merger or the other transactions
contemplated by this Agreement impractical because of any state of war,
national emergency, banking moratorium or general suspension of trading on
NASDAQ, the New York Stock Exchange, Inc. or any other national securities
exchange; or (ii) there shall be any litigation or threat of litigation (A)
challenging the validity or legality of this Agreement or the consummation of
the transactions contemplated by this Agreement, (B) seeking damages in
connection with the consummation of the transactions contemplated by this
Agreement or (C) seeking to restrain or invalidate the consummation of the
transactions contemplated by this Agreement; provided, however, that any fact,
event or condition relating to any matter described above, other than Prime's
loan portfolio or any item related thereto, shall have occurred after the date
of this Agreement; and

(e) by Prime if (i) Prime shall have determined, in the
reasonable exercise of its judgment, that any fact, event or condition exists
that, in the judgment of Prime, (A) is materially at variance with any warranty
or representation of SouthTrust, ST-FL or ST-Bank contained in the Agreement or
is a material breach of any covenant or agreement of SouthTrust, ST-FL or
ST-Bank contained in the Agreement, (B) has a material adverse effect or can be
reasonably seen to have a material adverse effect upon the Condition of
SouthTrust on a consolidated basis or 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) Prime shall have
determined that any fact, event or condition exists that, in the judgment of
Prime, 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.

36
<PAGE> 42

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 Amendments. To the extent permitted by law, this
Agreement may be amended by a subsequent writing signed by each of SouthTrust,
ST-FL, ST-Bank and Prime.

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

Section 10.5 Non-Survival of Representations and Warranties. No
representations, warranties, covenants or agreements in this Agreement or in
any instrument delivered by SouthTrust, ST-FL, ST-Bank or Prime shall survive
the Merger, except for Sections 2.2(b), 2.4, 2.5, 6.3 and 6.6 herein; 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-FL,
ST-Bank, Prime (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-FL, ST-Bank, or Prime
contained herein shall be deemed to be terminated or extinguished so as to
deprive SouthTrust, ST-FL or ST-Bank, on the one hand, and Prime, 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-FL, ST-Bank, Prime 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-FL,
ST-Bank and Prime with respect to the transactions contemplated hereunder and
this Agreement supersedes all prior arrangements or understandings with respect
thereto, whether written or oral, including that letter of intent between the
parties dated February 26, 1996, as amended. 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.

37
<PAGE> 43

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 Prime:

Prime Bank
515 South Flagler Drive
Suite 309
West Palm Beach, Florida 33401
Attention: Mr. Peter A. Rapaport
Fax (407) 848-2005

with a copy to:

Akerman, Senterfitt & Eidson, P.A.
Suite 900
777 South Flagler Drive
West Palm Beach, Florida 33401
Attention: Russell T. Kamradt, Esq.
Fax (407)659-6313

If to ST-Bank, ST-FL 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) 252-0264

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.

38
<PAGE> 44

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

Section 11.4 Costs and Expenses. Expenses incurred by Prime 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 Florida
without respect to its conflicts of laws principles.

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

Section 11.9 Exhibits and Schedules. Each of the exhibits and
schedules attached hereto is an integral part of this Agreement and shall be
applicable as if set forth in full at the point in the Agreement where
reference to it is made. Any matter disclosed in any of the Schedules to the
Agreement shall be deemed incorporated by reference into each other Schedule
thereto and disclosed in each such Schedule.

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

39
<PAGE> 45

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.

40
<PAGE> 46

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

[CORPORATE SEAL]
PRIME BANK

By: /s/ Peter A. Rapaport
----------------------------------
ATTEST Its Chairman

/s/ Barbara Redding
- ---------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST BANK OF FLORIDA,
NATIONAL ASSOCIATION

By: /s/ Charles E. Hughes
----------------------------------
ATTEST Its Chairman

- ---------------------------
Its
--------

[CORPORATE SEAL]
SOUTHTRUST OF FLORIDA, INC.

By: /s/ Charles E. Hughes
----------------------------------
ATTEST: Its President

/s/ Aubrey D. Barnard
- ---------------------------
Its Assistant Secretary

[CORPORATE SEAL]

SOUTHTRUST CORPORATION

By: /s/ Alton E. Yother
----------------------------------
ATTEST: Its Senior Vice President

/s/ Aubrey D. Barnard
- ---------------------------
Its Secretary

<PAGE> 1

EXHIBIT 2(b)

AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 to Agreement and Plan of Merger (the
"Amendment") is made this 14th day of May, 1996, by and between Prime Bank, a
Florida banking corporation ("Prime") and SouthTrust Bank of Florida, National
Association, a national banking association ("ST-Bank") and joined in by
SouthTrust of Florida, Inc., a Florida corporation ("ST-FL") and SouthTrust
Corporation, a Delaware corporation ("SouthTrust").

WHEREAS, Prime, ST-Bank, ST-FL and SouthTrust wish to amend
that certain Agreement and Plan of Merger dated April 19, 1996, by and between
Prime and ST-Bank, joined into by ST-FL and SouthTrust (the "Merger Agreement")
as set forth herein;

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

1. Amendment to Section 2.2 . The Merger
Agreement is hereby amended deleting Section 2.2 therein in its entirety and
inserting in its place and stead the following:

(a) As of the Effective Time of the Merger, all rights
with respect to the Prime Shares issuable pursuant to the
exercise of each then outstanding stock option (the "Prime
Options") granted by Prime pursuant to stock option plans or
employment agreements of Prime (the "Prime Stock Option Plans"),
which are outstanding at the Effective Time of the Merger,
whether or not each such Prime Option is then exercisable, shall
be converted into and become rights with respect to SouthTrust
Shares, and shall be assumed by ST-FL in accordance with the
terms of the particular Prime Stock Option Plan under which such
Prime Options were issued and the stock option agreement by
which such Prime Options are evidenced. From and after the
Effective Time of the Merger, (i) each Prime Option assumed by
ST-FL hereunder may be exercised solely for SouthTrust Shares,
which SouthTrust Shares, prior to the exercise of each Prime
Option, either shall be transferred to ST-FL by SouthTrust or
ST-FL shall purchase such SouthTrust Shares from SouthTrust in
exchange for a purchase price in cash or its equivalent equal to
the last sale price of the SouthTrust Shares, as reported by
Nasdaq as of the last trading day prior

1
<PAGE> 2

to the transfer of the SouthTrust Shares to ST-FL or, at ST-FL's
election, the last trading day prior to the exercise of each
such Prime Option, (ii) the number of SouthTrust Shares subject
to such Prime Option shall be equal to the number of Prime
Shares subject to such Prime Option immediately prior to the
Effective Time of the Merger multiplied by the Conversion Ratio
and (iii) the per share exercise price under each such Prime
Option shall be adjusted by dividing the per share exercise
price under each such Prime Option by the Conversion Ratio and
rounding down to the nearest cent.

(b) At all times after the Effective Time of the Merger,
SouthTrust, in accordance with Section 2.2(a)(i) above, shall
make available to ST-FL, and SouthTrust shall reserve for
issuance such number of SouthTrust Shares as shall be necessary
to permit the exercise of the Prime Options in the manner
contemplated by this Agreement. At or prior to, or (at the
election of SouthTrust) within a reasonable time after, the
Effective Time of the Merger, SouthTrust shall file with the SEC
a Registration Statement on Form S-8 (or any successor or other
appropriate form) with respect to the SouthTrust Shares subject
to the Prime Options, and shall use its best efforts to maintain
the effectiveness of such registration statement or registration
statements (and maintain the current status of the prospectus or
prospectuses contained therein) for so long as any of the Prime
Options remain outstanding. SouthTrust shall make any filings
required under any applicable state securities laws to qualify
the SouthTrust Shares subject to such Prime Options for resale
thereunder.

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

2
<PAGE> 3

awarded under a Prime Stock Option Plan ("Restricted Stock"), to
the extent that such restrictions or limitations shall not have
already lapsed, shall remain in full force and effect with
respect to the SouthTrust Shares into which such Restricted
Stock is converted pursuant to this Agreement. Except as
otherwise provided herein, (i) the provisions of the Prime Stock
Option Plans that provide for the issuance or grant of any other
interest in respect of the capital stock of Prime shall be
deleted as of the Effective Time of the Merger and (ii) Prime
shall take all reasonable steps to ensure that following the
Effective Time of the Merger no holder of Prime Options shall
have any right thereunder to acquire any equity securities of
Prime.

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

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

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

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

3
<PAGE> 4

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

[CORPORATE SEAL]
PRIME BANK

By: /s/ Calvin L. Cearely
-------------------------------------
Its President & CEO

ATTEST:

By: /s/ Barbara Redding
------------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST BANK OF FLORIDA,
NATIONAL ASSOCIATION

By: /s/ Charles E. Hughes
-------------------------------------
Charles E. Hughes
Its President and CEO
ATTEST:

By: /s/ Roger G. Clarke
------------------------------
Roger G. Clarke
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST OF FLORIDA, INC.

By: /s/ Charles E. Hughes
-------------------------------------
Charles E. Hughes
Its President and CEO
ATTEST:

By: /s/ Roger G. Clarke
------------------------------
Roger G. Clarke
Its Secretary

4
<PAGE> 5

[CORPORATE SEAL]
SOUTHTRUST CORPORATION

By: /s/ Alton E. Yother
--------------------------------------
Alton E. Yother
Its Senior Vice President
ATTEST:

By: /s/ Aubrey D. Barnard
------------------------------
Aubrey D. Barnard
Its Assistant Secretary

<PAGE> 1

EXHIBIT 5

BRADLEY, ARANT, ROSE & WHITE

July 2, 1996

SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203

Gentlemen:

In our capacity as counsel for SouthTrust Corporation, a Delaware
corporation ("SouthTrust"), we have examined the Registration Statement on Form
S-3 (the "Registration Statement"), in form as proposed to be filed by
SouthTrust with the Securities and Exchange Commission under the provisions of
the Securities Act of 1933 on July 2, 1996 and relating to up to 521,947
shares of Common Stock, par value $2.50 per share (the "Shares"), and up to
231,977 rights to purchase 1/100th of one share of Series A Junior
Participating Preferred Stock (the "Rights"), which Shares and Rights are to be
offered by certain persons (the "Selling Stockholders") who acquired the Shares
and Rights on July 28, 1996 in connection with the merger of Prime Bank
("Prime") with and into SouthTrust Bank of Florida, National Association ("ST-
Bank") pursuant to that certain Agreement and Plan of Merger dated April 19,
1996, as amended May 14, 1996, between Prime and ST-Bank and joined into by
SouthTrust and SouthTrust of Florida, Inc. The Selling Stockholders may, from
time to time, offer and sell the Shares and Rights associated therewith to the
public pursuant to such Registration Statement. 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 and Rights described in the Registration
Statement, to the extent actually issued pursuant to the Merger, have been duly
and validly authorized and issued and are fully paid and nonassessable Shares
and Rights of SouthTrust; and

(ii) under the laws of the State of Delaware, no personal
liability attaches to the ownership of the Shares and Rights of SouthTrust.

<PAGE> 2

SouthTrust Corporation
July 2, 1996
Page 2
- ---------------------------

We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the above-referenced Registration
Statement. In addition, we hereby consent to the inclusion of the statements
made in reference to our firm under the caption "LEGAL OPINION" in the
Prospectus, which is a part of the Registration Statement.

Very truly yours,

/s/ BRADLEY, ARANT, ROSE & WHITE

<PAGE> 1
EXHIBIT 23(b)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 9, 1996
incorporated by reference in SouthTrust Corporation's Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
Registration Statement.

/s/ ARTHUR ANDERSEN LLP

Birmingham, Alabama

June 28, 1996

<PAGE> 1

EXHIBIT 24
STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers and
Directors whose signatures appear below hereby constitute and appoint 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-3 relating to the
registration of $2.50 par value common stock in connection with the acquisition
of Prime Bank, 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 31 day of May, 1996.

- ---------------------------------------- -----------------------------------------------
Wallace D. Malone Jr. Aubrey D. Barnard
Chairman, Chief Executive Officer, Secretary, Treasurer and Controller
President, Director (Principal Accounting & Financial Officer)

/s/ Allen J. Keesler, Jr. /s/ Herbert Stockham
- ---------------------------------------- -----------------------------------------------
Allen J. Keesler, Jr. - Director Herbert Stockham - Director

/s/ T.W. Mitchell /s/ Charles G. Taylor
- ---------------------------------------- -----------------------------------------------
T.W. Mitchell - Director Charles G. Taylor - Director

/s/ William C. Hulsey /s/ John M. Bradford
- ---------------------------------------- -----------------------------------------------
William C. Hulsey - Director John M. Bradford - Director

/s/ W.K. Upchurch, Jr. /s/ H. Allen Franklin
- ---------------------------------------- -----------------------------------------------
W.K. Upchurch, Jr. - Director H. Allen Franklin - Director

/s/ F. Crowder Falls
- ----------------------------------------
F. Crowder Falls - Director
</TABLE>