SOUTHTRUST CORP, S-3, 1996-04-19

SOUTHTRUST CORP
S-3, 1996-04-19
STATE COMMERCIAL BANKS

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<PAGE> 1
As filed with the Securities and Exchange Commission on April 19, 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> <C>
Delaware 63-0574085
(State or other jurisdiction of 420 NORTH 20TH STREET (I.R.S. Employer
incorporation or organization) BIRMINGHAM, ALABAMA 35203 Identification No.)
(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 principal executive offices)

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
</TABLE>

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. [ ]

<TABLE>

CALCULATION OF REGISTRATION FEE

=============================================================================================================
Proposed
maximum
aggregate Proposed maximum
Amount to be price per aggregate offering Amount of
Title of shares to be registered registered unit (*) price (*) registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value of
$2.50 per share 783,875 shares $27 3/16 $21,311,601.56 $7,348.83

Rights to Purchase Series
A Junior Participating
Preferred Stock 348,389(1)
=============================================================================================================
</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

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

783,875 SHARES OF COMMON STOCK

The shares offered hereby are 785,000 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 March 22, 1996 by the investors named in this Prospectus (the "Selling
Stockholders") pursuant to the Agreement and Plan of Merger dated as of October
26, 1996, as amended, (the "Merger Agreement") among SouthTrust Bank of
Florida, National Association, a national banking association ("ST-Bank") and
Citizens Bank of Macclenny, a Florida banking corporation ("Citizens"), joined
in by SouthTrust and SouthTrust of Florida, Inc. ("ST-Sub"), a Florida
corporation and a wholly-owned subsidiary of SouthTrust. Pursuant to the
Merger Agreement, Citizens has been merged with and into ST-Bank, and the
stockholders of Citizens have received, in exchange for their shares of common
stock of Citizens, 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 Shareholders) 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
April 18, 1996 the last sales price for the Common Stock of SouthTrust, as
reported through Nasdaq, was $27.00 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 APRIL 19, 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); and

(3) 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.

The audited financial statements of SouthTrust incorporated
herein by reference should only be read in conjunction with the discussion of
financial condition and funding in SouthTrust's Annual Report on Form 10-K for
the year ended December 31, 1995.

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).

2
<PAGE> 4

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 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 October 26, 1995, as amended (the "Merger Agreement"),
among ST-Bank and Citizens, joined in by SouthTrust and ST-Sub. Pursuant to
the Merger Agreement, Citizens has been merged with and into ST-Bank, and the
stockholders of Citizens have received, in exchange for their shares of common
stock of Citizens, 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 a listing of the Selling Stockholders and
the number of shares of Common Stock of SouthTrust held by each:

<TABLE>
<CAPTION>
Selling Stockholder Number of Shares
- -------------------------- ----------------
<S> <C>
Jean B. and James M. Dowling 14,587
Inez M. Henson 14,587
John D. Kennedy 13,132
Frankie C. Knabb 56,905
R.E. Knabb 148,829
Todd L. Knabb 19,325
W. Cherill Mobley 13,132
Mary Peeler 5,832
Paul E. Rhoden 22,981
Blanche L. Ruis 27,719
Eva Joyce Sigers 162,683
Larry R. Sigers 178,004
Larry Wendell Sigers 16,415
Mary Knabb Thornton 1,094
Thomas W. Thornton 1,094
Thornton Investments, Ltd. 71,131
Dwight Allen Williams 16,415
</TABLE>

3
<PAGE> 5

All of the shares being offered by the Selling Stockholders
were acquired by them from SouthTrust as of March 22, 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.

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
firms as experts in giving said reports.

4
<PAGE> 6

<TABLE>
<S> <C>
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 783,875 SHARES
HAS BEEN NO CHANGE IN THE AFFAIRS OF SOUTHTRUST COMMON STOCK
CORPORATION SINCE THE DATE HEREOF.
$2.50 PAR VALUE

_______________________

PROSPECTUS
DATED APRIL 19, 1996

</TABLE>
<PAGE> 7

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> <C>
SEC registration fee $ 7,360
*Legal fees and expenses 5,000
*Accounting fees and expenses 5,000
*Blue Sky fees and expenses 1,000
*Printing and engraving expenses 500
*Miscellaneous expenses 500
----------------

Total $ 19,360
================
</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.

ITEM 16. EXHIBITS

2 Merger Agreement, dated as of October 26,
1995, and amended as of January 25, 1996 and
January 30, 1996, among SouthTrust Bank of
Florida, National Association and Citizens
Bank of Macclenny, 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).

*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).

II-1
<PAGE> 8

*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. 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.

___________________________________________

* 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> 9

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.

(2) That for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, 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 herein, 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> 10

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
April 19, 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 April 19, 1996
- ---------------------------------- Executive Officer, President, Director
Wallace D. Malone, Jr.

/s/ Aubrey D. Barnard Secretary, Treasurer and April 19, 1996
- ---------------------------------- Controller (Principal Accounting
Aubrey D. Barnard and Financial Officer)

*
Director April 19, 1996
- ----------------------------------
Allen J. Keesler, Jr.

*
Director April 19, 1996
- ----------------------------------
Herbert Stockham

*
Director April 19, 1996
- ----------------------------------
T.W. Mitchell

*
Director April 19, 1996
- ----------------------------------
Charles G. Taylor

*
Director April 19, 1996
- ----------------------------------
William C. Hulsey

*
Director April 19, 1996
- ----------------------------------
John M. Bradford

*
Director April 19, 1996
- ----------------------------------
Wm. Kendrick Upchurch, Jr.
</TABLE>

II-4
<PAGE> 11

<TABLE>
<S> <C> <C> <C>
*
Director April 19, 1996
- ----------------------------------
H. Allen Franklin

*
Director April 19, 1996
- ----------------------------------
F. Crowder Falls

*By: /s/ William L. Prater April 19, 1996
-----------------------------
William L. Prater
Attorney-in-Fact
</TABLE>

II-5
<PAGE> 12

INDEX TO EXHIBITS

*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.

<PAGE> 1

EXHIBIT 2

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST BANK OF NORTHEAST FLORIDA,

NATIONAL ASSOCIATION

AND

CITIZENS BANK OF MACCLENNY

JOINED IN BY

SOUTHTRUST OF FLORIDA, INC.

AND

SOUTHTRUST CORPORATION

1
<PAGE> 2
<TABLE>
<CAPTION>
ARTICLE I

THE MERGER
<S> <C> <C>
Section 1.1 Constituent Corporations; Consummation of Merger; Closing Date . . . . . . . . . . A-2
Section 1.2 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
Section 1.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Citizens Shares . . . . . . . . . . . . . . . . . . . . . . A-4
Section 2.2 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
Section 2.3 Effectuating Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
Section 2.4 Laws of Escheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
Section 2.5 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CITIZENS

Section 3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
Section 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
Section 3.3 Financial Statements; Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
Section 3.4 Loan Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
Section 3.5 Certain Loans and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . A-10
Section 3.6 Authority; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
Section 3.7 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
Section 3.8 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
Section 3.9 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . A-12
Section 3.10 Legal Proceedings; Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
Section 3.11 Taxes and Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
Section 3.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
Section 3.13 Title and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 3.14 Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 3.15 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
Section 3.16 Commitments and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16
Section 3.17 Regulatory and Accounting Matters . . . . . . . . . . . . . . . . . . . . . . . . A-16
Section 3.18 Registration Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 3.19 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 3.20 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 3.21 Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 3.22 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 3.23 Transactions with Management . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
Section 3.24 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
Section 3.25 Deposit Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
Section 3.26 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . A-18

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
SOUTHTRUST, ST-FL AND ST-BANK
</TABLE>

2
<PAGE> 3

<TABLE>
<S> <C> <C>
Section 4.1 Organization and Related Matters of SouthTrust . . . . . . . . . . . . . . . . . A-18
Section 4.2 Organization and Related Matters of ST-FL . . . . . . . . . . . . . . . . . . . . A-19
Section 4.3 Organization and Related Matters of ST-Bank . . . . . . . . . . . . . . . . . . . A-19
Section 4.4 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 4.5 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 4.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Section 4.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . A-21
Section 4.8 Legal Proceedings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
Section 4.9 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
Section 4.10 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
Section 4.11 Accounting, Tax, Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . A-22
Section 4.12 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
Section 4.13 No Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
Section 4.14 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . A-22

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Citizens . . . . . . . . . . . . . . . . . . . . . . . A-23
Section 5.2 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 5.3 Access to Properties; Personnel and Records . . . . . . . . . . . . . . . . . . . A-25
Section 5.4 Approval of Citizens Shareholders . . . . . . . . . . . . . . . . . . . . . . . . A-25
Section 5.5 No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
Section 5.6 Notice of Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
Section 5.7 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
Section 5.8 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
Section 5.9 Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
Section 5.10 Exemption Under Anti-Takeover Statutes . . . . . . . . . . . . . . . . . . . . . A-27

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
Section 6.2 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
Section 6.3 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
Section 6.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
Section 6.5 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
Section 6.6 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
Section 6.7 Reservation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

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

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST, ST-FL AND ST-BANK
</TABLE>

3
<PAGE> 4

<TABLE>
<S> <C> <C>
Section 8.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . A-30
Section 8.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
Section 8.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . A-31
Section 8.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
Section 8.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
Section 8.6 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
Section 8.7 Material Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
Section 8.8 Matters Relating to Employment Agreements . . . . . . . . . . . . . . . . . . . . A-32
Section 8.9 Outstanding Shares of Citizens . . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 8.10 Dissenters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 8.11 Certification of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 8.12 No Increase in Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF CITIZENS

Section 9.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 9.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 9.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . A-32
Section 9.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 9.5 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 9.6 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 9.7 SouthTrust Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 9.8 Price Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 9.9 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33

ARTICLE X

TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
Section 10.3 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
Section 10.4 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
Section 10.5 Non-Survival of Representations and Warranties . . . . . . . . . . . . . . . . . A-35

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
Section 11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
Section 11.3 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 11.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 11.8 Persons Bound; No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 11.9 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 11.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 11.11 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-38
</TABLE>

4
<PAGE> 5

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

This AGREEMENT AND PLAN OF MERGER, dated as of the 26th day of
October, 1995 (this "Agreement"), by and between SouthTrust Bank of Northeast
Florida, National Association, a national banking association ("ST-Bank"), and
Citizens Bank of Macclenny, a Florida banking corporation ("Citizens"), 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
Citizens 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 Citizens to be merged with and
into ST-Bank;

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

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

WHEREAS, the Boards of Directors of ST-Bank and Citizens 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
Citizens 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 Citizens 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 shares of common stock of
Citizens, par value $100.00 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, Citizens 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 Code and 12 U.S.C. Section 215a and ST-Bank shall be the
surviving corporation (sometimes hereinafter referred to as "Surviving

5
<PAGE> 6

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 Citizens, the
Effective Time of the Merger shall occur on the 10th 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 Citizens, 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. As used in this Agreement, "Consent"
shall mean a consent, approval or authorization, waiver, clearance, exemption
or similar affirmation by any person pursuant to any contract, permit, law,
regulation or order, and "Regulatory Authorities" shall mean, collectively, the
Federal Trade Commission (the "FTC"), the United States Department of Justice
(the "Justice Department"), the Board of Governors of the Federal Reserve
System (the "FRB"), the Office of Thrift Supervision (including its
predecessor, the Federal Home Loan Bank Board) (the "OTS"), the Office of the
Comptroller of the Currency (the "OCC"), the Federal Deposit Insurance
Corporation (the "FDIC"), and all state regulatory agencies having jurisdiction
over the parties, 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 principal offices of Citizens at 10:00 a.m. local time
on the day that the Effective Time of the Merger occurs, or such other date and
time and place as the parties hereto may agree (the "Closing Date"). Subject
to the provisions of this Agreement, at the Closing there shall be delivered to
each of the parties hereto the opinions, certificates and other documents and
instruments required to be so delivered pursuant to this Agreement.

(c) The main office of Citizens is located at 32
Fifth Street North, Macclenny, Florida. The main office of ST-Bank is located
at 1301 River Place Boulevard, Jacksonville, Florida 32207, and in addition,
ST-Bank has branches located at the addresses set forth in Disclosure Schedule
1.1(c) hereto.

(d) The proposed main office of the Surviving
Corporation shall be located at 1301 River Place Boulevard, Jacksonville,
Florida 32207. The branch offices of the Surviving Corporation shall be each
existing branch office of ST-Bank and the existing main and branch office of
Citizens.

(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 525,800 shares of Common Stock, par value
$20.00 per share ("ST-Bank Common Stock"), authorized, 525,800 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 $1,051,600, and the total capital of the Surviving Corporation shall
consist of such capital stock, plus the combined capital and surplus of
Citizens (including unrealized 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, 1994 and the Effective Time of the Merger.

(g) As of December 31, 1994, ST-Bank had total
capital of $21,423,576 divided into 525,800 shares of ST-Bank Common Stock, and
surplus and undivided profits and net unrealized holding gains (losses) on
available for sale securities of $20,371,976. As of December 31, 1994,
Citizens had total capital of $9,856,000 divided into 1,000 shares of
authorized Common Stock, par value $100.00, 717.33 of which are issued and
outstanding and 282.67 of which are held as treasury stock, and surplus and
undivided profits and net unrealized holding gains (losses) on available for
sale securities of $9,756,000.

(h) The Surviving Corporation shall not have
trust powers.

6
<PAGE> 7

(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, Citizens shall be merged with and into ST-Bank and the separate
existence of Citizens 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 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 Citizens. 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 Citizens 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 Citizens last in office shall execute and deliver or
cause to be executed and delivered in the name of Citizens 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 Citizens.

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Citizens 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 Citizens, par value $100.00 (the "Citizens Shares"):

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

(b) Subject to the terms and conditions of this Agreement,
including, without limitation, Section 2.2 hereof and except
with regard to Dissenting Citizens Shares (as hereinafter
defined), each Citizens Share outstanding immediately prior to
the Effective Time of the Merger shall be converted into the
right to receive 1094.336 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

7
<PAGE> 8

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 Citizens 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 Citizens
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. Citizens shall give
SouthTrust prompt notice upon receipt by Citizens of any
written objection to the Merger and any written demands for
payment of the fair or appraised value of Citizens Shares, and
of withdrawals of such demands, and any other instruments
provided to Citizens 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 Citizens Shares held by such
Dissenting Shareholder shall receive payment therefor from
ST-Bank, as escrow agent (the "Escrow Agent"), on behalf of
Citizens out of funds provided to the Escrow Agent by Citizens
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 Citizens Shares shall
be canceled. Neither Citizens 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 effectively withdrawn or lost such
right to demand payment of fair or appraised value, the
Citizens 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, Citizens 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 2.2) 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 Fractional Shares. Notwithstanding any other
provision of this Agreement, each holder of Citizens 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

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exchange registered under the Securities Exchange Act of 1934, the last sale
price of such SouthTrust Shares on the applicable date as reported on the
principal securities exchange on which the SouthTrust Shares are then listed
for trading. No such holder will be entitled to dividends, voting rights or
any other rights as a shareholder in respect of any fractional share.

Section 2.3 Effectuating Conversion (a) 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 Citizens Shares transmittal
materials (the "Letter of Transmittal") for use in exchanging their
certificates formerly representing Citizens Shares for the consideration
provided for in this Agreement. As soon as practicable after receipt of
properly completed Letters of Transmittal, and stock certificates evidencing
the Citizens Shares held by the former holders of the Citizens Shares,
SouthTrust shall cause the appropriate number of SouthTrust Shares to be issued
to the former holders of Citizens Shares submitting such Letters of
Transmittal. Amounts that would have been payable to Dissenting Shareholders
for Citizens 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 Citizens shall be closed as to holders of Citizens Shares
immediately prior to the Effective Time of the Merger and no transfer of
Citizens Shares by any such holder shall thereafter be made or recognized and
each outstanding certificate formerly representing Citizens Shares shall,
without any action on the part of any holder thereof, no longer represent
Citizens 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 Citizens 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 Citizens Shares is unable to deliver the
certificate which represents such holder's Citizens Shares, ST-FL, in the
absence of actual notice that any Citizens 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 as may be reasonably
requested by ST-FL to indemnify and hold ST-FL
harmless; and

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

(e) No holder of Citizens 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 Citizens Shares, and
neither SouthTrust nor ST-FL shall be obligated to deliver any of the
consideration

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<PAGE> 10

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 Citizens Shares as provided for by the Agreement.
Subject to applicable laws, following surrender of any such certificate or
certificates, there shall be paid to the holder of the certificate or
certificates then representing SouthTrust Shares issued in the Merger, without
interest at the time of such surrender, the consideration contemplated by this
Agreement, the amount of any cash representing fractional SouthTrust Shares and
the amount of any dividends or other distributions with respect to SouthTrust
Shares to which such holder is entitled as a holder of SouthTrust Shares.

Section 2.4 Laws of Escheat. If any of the consideration due or
other payments to be paid or delivered to the holders of Citizens 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 Citizens,
SouthTrust, ST-FL, ST-Bank, nor any other person acting on their behalf shall
be liable to a holder of Citizens 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 2.5 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 CITIZENS

Citizens 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) Citizens is a banking
corporation duly organized, validly existing and in good standing under the
laws of the State of Florida. Citizens 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 Citizens 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
Citizens. True and correct copies of the Articles or Certificate of
Incorporation of Citizens and the Bylaws of Citizens, each as amended to the
date hereof, have been delivered to SouthTrust.

(b) Citizens 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 Citizens.

(c) Citizens does not own any capital stock of any
subsidiary and Citizens 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 Citizens 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
Citizens consists of 1000 shares of common stock, par value $100.00
(hereinbefore and hereinafter referred to as "Citizens Shares"), 717.33 shares

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of which as of the date hereof are issued and outstanding (and an additional
282.67 of which are held in the treasury of Citizens). All of the issued and
outstanding Citizens 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 Citizens, or
any securities or rights convertible into or exchangeable for shares of capital
stock of Citizens.

Section 3.3 Financial Statements; Filings. (a) Citizens has
previously delivered to SouthTrust copies of the financial statements of
Citizens as of and for the years ended 1992, 1993 and 1994 and the financial
statements of Citizens as of and for the period ended June 30, 1995, and
Citizens 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 Citizens, the financial
statements of Citizens 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 Citizens").

(b) Citizens has previously delivered to SouthTrust
copies of the Call Reports of Citizens as of and for the years ended 1992, 1993
and 1994 and the Call Reports of Citizens as of and for the period ended June
30, 1995, and Citizens shall deliver to SouthTrust, as soon as practicable
following the preparation of additional Call Reports for each subsequent
calendar quarter (or other reporting period) or year of Citizens, the Call
Reports of Citizens 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 Citizens").

(c) Each of the Financial Statements of Citizens and each of
the Call Reports of Citizens (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 Citizens 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 Citizens and each of the
Call Reports of Citizens (including the related notes, where applicable) fairly
present or will fairly present the financial position of Citizens as of the
respective dates thereof and fairly present or will fairly present the results
of operations of Citizens for the respective periods therein set forth.

(d) To the extent not prohibited by law, Citizens 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
Citizens, 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, 1994, Citizens 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 Citizens except obligations and liabilities (i) which are accrued
or reserved against in the Financial Statements of Citizens or the Call Reports
of Citizens, or reflected in the notes thereto, (ii) which were incurred after
December 31, 1994, 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 Citizens
and the Call Reports of Citizens as of and for the year ended December 31, 1994
and the period ended June 30, 1995 were as of such dates in all respects the
binding obligations of the respective obligors named therein in accordance with
their respective terms, (ii) the allowances for possible loan losses shown on
the Financial Statements of Citizens and the Call Reports of Citizens as of and
for the year ended December 31, 1994 and the period ended June 30, 1995 were,
and the allowance for possible loan losses to be shown on the Financial
Statements of Citizens and the Call Reports of Citizens as of any date
subsequent to the execution of this Agreement will be, as of such

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<PAGE> 12

dates, adequate to provide for possible losses, net of recoveries relating to
loans previously charged off, in respect of loans outstanding (including
accrued interest receivable) of Citizens 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, Citizens 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 Citizens or any ten percent (10%) shareholder of Citizens,
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
Citizens 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 Citizens.

Section 3.6 Authority; No Violation. (a) Citizens has full
corporate power and authority to execute and deliver this Agreement and,
subject to the approval of the shareholders of Citizens and to the receipt of
the Consents of the Regulatory Authorities, to consummate the transactions
contemplated hereby. The Board of Directors of Citizens 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 Citizens' 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 Citizens are necessary to consummate the
transactions so contemplated. This Agreement, when duly and validly executed
by Citizens and delivered by Citizens, will constitute a valid and binding
obligation of Citizens, and will be enforceable against Citizens 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 Citizens nor the
consummation by Citizens of the transactions contemplated hereby, nor
compliance by Citizens with any of the terms or provisions hereof, will (i)
violate any provision of the Articles of Incorporation or Bylaws of Citizens
(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 Citizens 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 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 Citizens 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 Citizens is a party, or by which Citizens 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 Citizens in connection with any proxy statement of Citizens
relating to the meeting of the shareholders of Citizens at which the Merger is
to be considered (the "Proxy Statement"); (ii) the Consent of the OCC and the
Department; (iii) approval of this Agreement by the shareholders of ST-Bank and
Citizens; (iv) filing of this Agreement and certified resolutions with the OCC
and the Department; (v) issuance of a certificate of merger by the Department;
and (vi) as set forth in Disclosure Schedule 3.7, no Consents of any person are
necessary in connection with the execution and delivery by Citizens of this
Agreement, and the consummation by Citizens of the Merger and the other
transactions contemplated hereby.

Section 3.8 Broker's Fees. None of Citizens 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, except that
Citizens is a party to a letter agreement with Allen

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C. Ewing & Co., a copy of which has been furnished to SouthTrust. 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 June 30,
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
Citizens Shares or (ii) any change or any event involving a prospective change
in the Condition of Citizens which has had, or is reasonably likely to have, a
material adverse effect on the Condition of Citizens or on Citizens generally,
including, without limitation any change in the administration or supervisory
standing or rating of Citizens 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, Citizens is not a party to any, and there are no
pending or, to the knowledge of Citizens, threatened, judicial, administrative,
arbitral or other proceedings, claims, actions, causes of action or
governmental investigations against Citizens challenging the validity of the
transactions contemplated by this Agreement and, to the knowledge of Citizens
as of the date hereof, there is no material proceeding, claim, action or
governmental investigation against Citizens; no judgment, decree, injunction,
rule or order of any court, governmental department, commission, agency,
instrumentality or arbitrator is outstanding against Citizens which has a
material adverse effect on the Condition of Citizens; there is no default by
Citizens under any material contract or agreement to which Citizens is a party;
and Citizens is not a party to any agreement, order or memorandum in writing by
or with any Regulatory Authority restricting the operations of Citizens and
Citizens 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.

Section 3.11 Taxes and Tax Returns. Citizens has previously
delivered or made available to SouthTrust copies of the federal income tax
returns of Citizens for the years 1991, 1992, 1993 and 1994 and all schedules
and exhibits thereto, and, to the knowledge of Citizens 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, Citizens 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
Citizens 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 Citizens 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
Citizens 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 Citizens and the Call Reports of Citizens 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.
Citizens is not responsible for the taxes of any other person other than
Citizens, under Treasury Regulation 1.1502-6 or any similar provision of
federal, state or foreign law.

Section 3.12 Employee Benefit Plans. (a) Citizens 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) Citizens (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) Citizens 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 Citizens comply in both form and
operation, in all material respects, with ERISA and the Code that are

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<PAGE> 14

applicable, or intended to be applicable, to such "employee benefit plans."
Citizens has no material liability under any such plan that is not reflected in
the Financial Statements of Citizens or the Call Reports of Citizens.

(e) To the best knowledge of Citizens, 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 Citizens (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 Citizens; and, to the best knowledge of Citizens 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 Citizens 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", Citizens 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 Citizens, or the Call Reports of Citizens
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, 1994), free and clear of all liens, encumbrances,
mortgages, security interests, restrictions, pledges or claims, except for (i)
those liens, encumbrances, mortgages, security interests, restrictions, pledges
or claims reflected in the Financial Statements of Citizens and the Call
Reports of Citizens or incurred in the ordinary course of business after
December 31, 1994, (ii) statutory liens for amounts not yet delinquent or which
are being contested in good faith, and (iii) liens, encumbrances, mortgages,
security interests, pledges, claims and title imperfections that are not in the
aggregate material to the Condition of Citizens.

(b) All agreements pursuant to which Citizens 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 Citizens.

(c) Other than "other real estate owned", (i) all of the
buildings, structures and fixtures owned, leased or subleased by Citizens, 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 Citizens, are in good operating
condition and repair, subject only to ordinary wear and tear and/or minor
defects which do not interfere with the continued use thereof in the conduct of
normal operations.

Section 3.14 Real Estate. (a) Disclosure Schedule 3.14(a)
identifies and sets forth a complete legal description for each parcel of real
estate or interest therein owned, leased or subleased by Citizens or in which
Citizens has any ownership or leasehold interest; provided that "other real
estate owned" or otherwise held in the loan portfolio of Citizens 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 Citizens is the
lessee of any real property and which relates in any manner to the operation of
the businesses of Citizens. All rentals due under such leases have been paid
and there exists no material default

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<PAGE> 15

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 Citizens, 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
Citizens. Except as set forth in Disclosure Schedule 3.14(b), Citizens 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. Citizens has the right under each such lease and sublease to occupy,
use, possess, and control all property leased or subleased by Citizens and, as
of the Effective Time of the Merger, shall have the right to transfer each
lease or sublease pursuant to this Agreement.

(c) Citizens 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 Citizens.

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

Section 3.15 Environmental Matters.

(a) Citizens 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 Citizens.

(b) Citizens has not received notice of any litigation
pending or threatened before any court, governmental agency or board or other
forum in which Citizens 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 Citizens 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 Citizens.

(c) To the knowledge of Citizens, 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 Citizens.

(d) During the period of (i) ownership or operation by
Citizens of any of its current properties, or (ii) participation by Citizens 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 Citizens.

(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 Citizens
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).

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<PAGE> 16

Section 3.16 Commitments and Contracts. Except as set forth in
Disclosure Schedule 3.16, Citizens 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 Citizens);

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

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

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

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

Section 3.17 Regulatory and Accounting Matters. Citizens 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
Citizens 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. Citizens 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. Citizens 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 Citizens, the policies of fire, theft, liability and other
insurance maintained with respect to the assets or businesses of Citizens
provide adequate coverage against loss, and the fidelity bonds in effect as to
which Citizens 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 Citizens is
pending as of the date hereof or, to the knowledge of Citizens, threatened.
Citizens is not involved in, or, to the knowledge of Citizens, threatened with
or affected by, any proceeding asserting that Citizens 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 Citizens. No union represents or claims to represent any
employees of Citizens, and, to the knowledge of Citizens, no labor union is
attempting to organize employees of Citizens.

Section 3.22 Compliance with Laws. Citizens 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 Citizens. Except as disclosed in Disclosure Schedule 3.22, Citizens:

(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 Citizens; and

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

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<PAGE> 17

asserting that Citizens 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 Citizens, (ii)
threatening to revoke any permit, the revocation of
which is reasonably likely to have a material adverse
effect on the Condition of Citizens, (iii) requiring
Citizens 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 Citizens, 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 Citizens 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
Citizens to be included in the Proxy Statement which is to be mailed to the
shareholders of Citizens 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 Citizens
are insured by the Bank Insurance Fund in accordance with the provisions of the
Federal Deposit Insurance Act (the "Act"); Citizens 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 Citizens contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

ARTICLE IV

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

SouthTrust, ST-FL and ST-Bank hereby represent and warrant to Citizens
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 Citizens 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

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<PAGE> 18

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 Citizens prior to the Effective
Time of the Merger.

(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 Citizens.

(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 June 30, 1995, the authorized
capital stock of SouthTrust consisted of 200,000,000 shares of common stock,
par value $2.50 per share, 83,950,192 shares (which includes the rights
associated with such shares pursuant to that certain Rights Agreement dated as
of February 22, 1989 between SouthTrust and Mellon Bank, N.A.) of which are
issued and outstanding (exclusive of any such shares held in the treasury of
SouthTrust as of the date hereof), and 5,000,000 shares of preferred stock, par
value $1.00 per share, none of which is issued and outstanding as of the date
hereof. All issued and outstanding SouthTrust Shares have been duly authorized
and validly issued, and all such shares are fully paid and nonassessable.

Section 4.5 Authorization. The execution, delivery, and
performance of this Agreement, and the consummation of the transactions
contemplated hereby and in any related agreements, have been or, as of the
Effective Time of the Merger, will have been duly authorized by the Boards of
Directors of SouthTrust, ST-FL and

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<PAGE> 19

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 Citizens copies of the consolidated financial statements of SouthTrust as of
and for the years ended December 31, 1993 and December 31, 1994, and as of and
for the period ended June 30, 1995, and SouthTrust will make available to
Citizens, as soon as practicable following the preparation of additional
consolidated financial statements for each subsequent calendar quarter or year
of SouthTrust, the consolidated financial statements of SouthTrust as of and
for such subsequent calendar quarter or year (such consolidated financial
statements, unless otherwise indicated, being hereinafter referred to
collectively as the "Financial Statements of SouthTrust").

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

(c) Since June 30, 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 June 30, 1995 in the ordinary course of business
consistent with past practices. Since June 30, 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 June 30,
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

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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 Citizens; (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 Citizens 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 which is to be mailed to the shareholders
of Citizens 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 Citizens 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.

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ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Citizens. (a) During the
period from the date of this Agreement to the Effective Time of the Merger,
Citizens 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 Citizens 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, Citizens 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 Citizens;

(ii) change the number of shares of the authorized, issued or
outstanding capital stock of Citizens, 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
Citizens, declare, set aside or pay any dividend or other
distribution with respect to the outstanding capital stock of
Citizens;

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

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

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

(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 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

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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 Citizens that involves an
aggregate of $25,000; 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 Citizens 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, Citizens 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 Citizens. Citizens will promptly notify SouthTrust of
any material change in the normal course of business or the operations or the
properties of Citizens, any governmental complaints, investigations or hearings
(or communications indicating that the same may be contemplated) affecting
Citizens, the institution or the threat of material litigation, claims, threats
or causes of action involving Citizens, and will keep SouthTrust fully informed
of such events. Citizens will furnish to SouthTrust, promptly after the
preparation and/or receipt by Citizens 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 Citizens and the Call Reports of Citizens.

Section 5.3 Access to Properties; Personnel and Records. (a) So
long as this Agreement shall remain in effect, Citizens shall permit SouthTrust
or its agents full access, during normal business hours, to the properties of
Citizens, 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 Citizens, 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
Citizens shall use its reasonable best efforts to provide SouthTrust and its
representatives access to the work papers of Citizens's accountants. Citizens
shall not be required to provide access to or to disclose information where
such access or disclosure would violate or prejudice the rights of any
customer, would contravene any law, rule, regulation, order or judgment or
would violate any confidentiality agreement; provided that Citizens 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 Citizens.

(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

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<PAGE> 23

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 Citizens Shareholders. Citizens 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 Citizens will recommend to its shareholders the approval of
this Agreement and the transactions contemplated hereby and Citizens 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. Citizens, acting through any director
or officer or other agent shall not now, nor shall it authorize or knowingly
permit any officer, director or employee of, or any investment banker,
attorney, accountant or other representative retained by Citizens, 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 Citizens. Citizens shall promptly advise SouthTrust
orally and in writing of any such inquiries or proposals received by Citizens
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 Citizens
or for the acquisition of a significant equity interest in Citizens or for the
acquisition of a significant portion of the assets of Citizens.

Section 5.6 Notice of Deadlines. Citizens 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 Citizens 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, Citizens shall deliver to SouthTrust a letter
identifying all persons who are, at the time this Agreement is submitted for
approval to the shareholders of Citizens, "affiliates" of Citizens for purposes
of the Securities Act of 1933. In addition, Citizens shall use its reasonable
efforts to cause each person who is a shareholder of Citizens 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 Citizens 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 Citizens,
until such time as the financial results covering at least thirty (30) days of
combined operations of SouthTrust and Citizens have been published within the
meaning of Section 201.01 of the SEC's Codification of Financial Reporting
Policies. If the Merger will qualify for pooling-of-interests accounting
treatment, the SouthTrust Shares issued to such affiliates of Citizens in
exchange for the Citizens Shares shall not be transferable until such time as
the financial results covering at least thirty (30) days of combined operations
of SouthTrust and Citizens have been published within the meaning of Section
201.01 of the SEC's Codification of Financial Reporting Policies regardless of
whether each such person has provided the written agreement referred to in this
Section 5.7.

Section 5.8 Maintenance of Properties. Citizens 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, Citizens shall take, or cause to be taken, all steps reasonably
requested by SouthTrust to cure any deficiencies in regulatory compliance by
Citizens, including compliance with Regulations Z and CC of the FRB; 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, Citizens 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.

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ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

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

Section 6.2 Regulatory Matters. (a) Following the execution and
delivery of this Agreement, SouthTrust and Citizens 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 Citizens.

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

(b) The parties agree that appropriate steps shall be
taken to terminate all employee benefit plans of Citizens as of the Effective
Time of the Merger or as promptly as practicable thereafter. Following the
termination of all such plans, SouthTrust agrees that the officers and
employees of Citizens 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 Citizens's group medical
insurance plan during the current calendar year for purposes
of satisfying the deductible provisions under SouthTrust's
plan for such current year, and SouthTrust shall waive all
waiting periods under said plans for pre-existing conditions;
and

(ii) credit for each such employee's past service
with Citizens prior to the Effective Time of the Merger ("Past
Service Credit") shall be given by SouthTrust to employees for
purposes of:

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

(2) establishing eligibility for
participation in and vesting under SouthTrust's
employee benefit plans (including welfare and fringe
benefit plans), and for purposes of determining the
scheduling of vacations and other determinations
which are made based on length of service, provided,
however, notwithstanding anything contained in this

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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 Citizens Pension
Plan will either be merged into the SouthTrust Corporation Revised Retirement
Income Plan (the "ST-Retirement Plan") effective as of January 1 of the year
following the Effective Term of the Merger 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 such January 1. The determination as to whether the Citizens
Pension Plan shall be terminated or merged into the ST-Retirement Plan shall be
made by SouthTrust. From and after the January 1 following the Effective Time
of the Merger, for purposes of determining eligibility to participate in, and
vesting in accrued benefits under both the ST-Retirement Plan and the
SouthTrust Corporation Employee's Profit Sharing Plan (the "STPS Plan"),
employment by Citizens shall be credited as if it were employment by
SouthTrust, and in the event of the merger of the Citizens Pension Plan into
the ST-Retirement Plan, such service shall be credited for purposes of
determining benefit accrual under the ST-Retirement Plan. In the event of
termination of the Citizens Pension Plan, no credit will be given for any such
service for the purposes of determining benefit accrual under the ST-
Retirement Plan.

Section 6.4 Indemnification. Citizens 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 Citizens 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
Citizens and to report with respect to the general status and the ongoing
operations of SouthTrust.

Section 6.6 Registration Statement. As soon as practicable after
the Effective Time of the Merger, SouthTrust 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 within forty-five (45) days after the Effective Time of
the Merger (and 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), which Registration Statement shall permit all the shareholders
of Citizens 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 use its best
efforts to cause such Registration Statement to become effective, a
Registration Statement on Form S-4. Citizens 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.

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.

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ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The obligations of SouthTrust, ST-FL and ST-Bank, on the one hand, and
Citizens, 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 Citizens 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 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 Citizens, based
upon advice of counsel, would have a material adverse effect with respect to
the interests of SouthTrust or Citizens, 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 Citizens set forth in this Agreement and in any certificate
or document delivered pursuant hereto shall be true and correct as of the date
of this Agreement and as of all times up to and including the Effective Time of
the Merger (as though made on and as of the Effective Time of the Merger 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. Citizens 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.
Citizens 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 Citizens
under Article III of this Agreement.

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

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Section 8.5 Opinion of Counsel. SouthTrust shall have received
an opinion of counsel from Foley & Lardner or other counsel to Citizens
acceptable to SouthTrust in substantially the form set forth in Exhibit 8.5
hereof.

Section 8.6 Consents Under Agreements. Citizens 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 Citizens 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 Citizens
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 Citizens 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 Citizens 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 Citizens. The total number of
Citizens Shares outstanding as of the Effective Time of the Merger and the
total number of Citizens Shares covered by any option, warrant, commitment, or
other right or instrument to purchase or acquire any Citizens Shares that are
outstanding as of the Effective Time of the Merger, including any securities or
rights convertible into or exchangeable for Citizens Shares, shall not exceed
717.33 shares in the aggregate.

Section 8.10 Dissenters. The holders of not more than five
percent (5%) of the outstanding Citizens Shares shall have elected to exercise
their right to dissent from the Merger and demand payment in cash for the fair
or appraised value of their shares.

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

Section 8.12 No Increase in Loans. As of the date of any
Financial Statement of Citizens and any Call Report of Citizens subsequent to
the execution of this Agreement, including the date of the Financial Statements
of Citizens and the Call Reports of Citizens that immediately precede the
Effective Time of the Merger, there shall not have been any material increase
in the loan agreements, notes or borrowing arrangements described in Section
3.5 or Disclosure Schedule 3.5.

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF CITIZENS

The obligation of Citizens 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

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hereof shall be true and correct 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 Citizens 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 Citizens that any fact, event or condition exists or has
occurred that, in the judgment of Citizens, (a) would have a material adverse
effect on, or which may be foreseen to have a material adverse effect on, the
Condition of SouthTrust on a consolidated basis or the consummation of the
transactions contemplated by this Agreement, or (b) would render the Merger or
the other transactions contemplated by this Agreement impractical because of
any state of war, national emergency, banking moratorium, or a general
suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other
national securities exchange.

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

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

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

Section 9.8 Price Condition. The last sales price of the
SouthTrust Shares, as reported by NASDAQ as of the last trading day immediately
preceding the Effective Time of the Merger is not less than $18.00 per share.

Section 9.9 Tax Opinion. Citizens shall have received an opinion
of Bradley, Arant, Rose & White on or before the date on which the Proxy
Statement of Citizens is to be mailed to holders of Citizens 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 Citizens to the extent that they receive
SouthTrust Shares in exchange for their Citizens Shares in the Merger.

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 Citizens; or

(b) by SouthTrust, ST-FL, ST-Bank or Citizens if the
Merger shall not have occurred on or prior to February 29, 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, warranties, covenants or other
agreements contained herein by the party electing to terminate pursuant to this
Section 10.1(b);

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(c) by SouthTrust or Citizens (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 that any fact, event or condition exists that, in the judgment of
SouthTrust, (A) is materially at variance with any warranty or representation
of Citizens set forth in the Agreement or is a material breach of any covenant
or agreement of Citizens 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 Citizens on a consolidated basis or upon the consummation of the
transactions contemplated by the Agreement, (C) pertains to Citizens and would
be materially adverse to the interests of SouthTrust and ST-FL on a
consolidated basis, (D) pertains to Citizens and would be of such significance
with respect to the business or economic benefits expected to be obtained by
SouthTrust under this Agreement so as to render inadvisable consummation of the
transactions contemplated by the Agreement, (E) renders the Merger or the other
transactions contemplated by this Agreement impractical because of any state of
war, national emergency, banking moratorium or general suspension of trading on
NASDAQ, the New York Stock Exchange, Inc. or any other national securities
exchange; or (ii) there shall be any litigation or threat of litigation (A)
challenging the validity or legality of this Agreement or the consummation of
the transactions contemplated by this Agreement, (B) seeking damages in
connection with the consummation of the transactions contemplated by this
Agreement or (C) seeking to restrain or invalidate the consummation of the
transactions contemplated by this Agreement;

(e) by Citizens if (i) Citizens shall have determined
that any fact, event or condition exists that, in the judgment of Citizens, (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 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) Citizens shall have
determined that any fact, event or condition exists that, in the judgment of
Citizens, would render the Merger and the other transactions contemplated by
this Agreement impractical because of any state of war, national emergency,
banking moratorium or general suspension of trading on NASDAQ, the New York
Stock Exchange, Inc. or other national securities exchange.

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

Section 10.3 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 Citizens.

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 Citizens, 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 Citizens shall
survive the Merger; provided, however, that any representation or warranty in
any agreement, contract, report, opinion, undertaking or other document or
instrument delivered hereunder in whole or in part by any person other than
SouthTrust, ST-FL, ST-Bank, Citizens (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 Citizens 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 Citizens, 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,

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ST-Bank, Citizens 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 Citizens 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 March 21, 1995, 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.

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 Citizens:

Citizens Bank of Macclenny
32 Fifth Street North
Macclenny, Florida 32063
Attention: John Kennedy
Fax (904) 259-8948

with a copy to:

Foley & Lardner
The Greenleaf Building
200 Laura Street
Jacksonville, Florida 32202-3527
Attention: Luther F. Sadler, Jr., Esq.
Fax (904) 359-8700

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

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

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

Section 11.4 Costs and Expenses. Expenses incurred by Citizens 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 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.

31
<PAGE> 32

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.

32
<PAGE> 33

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

<TABLE>
<S> <C>
[CORPORATE SEAL]
CITIZENS BANK OF MACCLENNY

By: /s/ John D. Kennedy
------------------------------------------------------------------
ATTEST Its Chief Executive Officer

/s/ Robin N. Moran
- --------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST BANK OF NORTHEAST FLORIDA,
NATIONAL ASSOCIATION

By: /s/ Corey J. Coughlin
------------------------------------------------------------------
ATTEST Chief Executive Officer

/s/ Nora McLanahan
- --------------------------
Secretary

[CORPORATE SEAL]
SOUTHTRUST OF FLORIDA, INC.

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

/s/ A. D. Barnard
- ----------------------------------
Secretary

[CORPORATE SEAL]

SOUTHTRUST CORPORATION

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

/s/ A. D. Barnard
- ----------------------------------
Secretary
</TABLE>

33
<PAGE> 34

AGREEMENT AND PLAN OF MERGER OF
SOUTHTRUST BANK OF NORTHEAST FLORIDA,
NATIONAL ASSOCIATION WITH
CITIZENS BANK OF MACCLENNY

LIST OF SCHEDULES
________________________________________________________

Disclosure Schedule 1.1(c)
Disclosure Schedule 3.3(e)
Disclosure Schedule 3.4
Disclosure Schedule 3.5
Disclosure Schedule 3.6(b)
Disclosure Schedule 3.7
Disclosure Schedule 3.10
Disclosure Schedule 3.11
Disclosure Schedule 3.12(a)
Disclosure Schedule 3.13(a)
Disclosure Schedule 3.14(a)
Disclosure Schedule 3.14(b)
Disclosure Schedule 3.16
Disclosure Schedule 3.20
Disclosure Schedule 3.22
Disclosure Schedule 3.23
Disclosure Schedule 4.5
Disclosure Schedule 4.8

34
<PAGE> 35

EXHIBIT 8.5

[FORM OF OPINION OF FOLEY & LARDNER]

March 22, 1996

SouthTrust Corporation
Birmingham, Alabama

SouthTrust Bank of Northeast Florida,
National Association
Jacksonville, Florida

SouthTrust of Florida

Gentlemen:

We have acted as special counsel to Citizens Bank of
Macclenny, a Florida banking corporation ("Citizens"), in connection with the
transactions contemplated by that certain Agreement and Plan of Merger dated
October 26, 1995 (the "Agreement"), between Citizens and SouthTrust Bank of
Northeast Florida, National Association, a national banking association
("ST-Bank"), and joined in by SouthTrust Corporation, a Delaware corporation
("SouthTrust"), and SouthTrust of Florida, a Florida corporation ("ST-FL"), and
the consummation of the transactions contemplated thereby. Prior to our
engagement as special counsel in connection with the sale or merger of
Citizens, our firm had not represented Citizens nor has the scope of our
current engagement included general representation of Citizens in connection
with operational matters or litigation. Except as otherwise defined herein,
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Agreement.

In connection with the opinions expressed herein, we have
examined originals, or copies certified to our satisfaction, of the Agreement
and such documents and certificates and other statements of public officials
and officers and other representatives of Citizens as we have deemed relevant
and necessary as a basis for such opinions. In so acting, we have examined,
and relied upon the accuracy of, original, certified, conformed, photostatic,
or telecopied copies of such instruments, documents, certificates, agreements
and records as we have deemed necessary herein. In such examination, we have
assumed the genuineness of all signatures on, and the authenticity and
completeness of, all documents submitted to us as originals, the conformity
with the originals and the completeness of all documents submitted to us as
copies, and, as to factual matters, the veracity of statements, both written
and oral, made by officers of Citizens. We have also assumed that each of the
parties to the Agreement, other than Citizens, has the power and authority to
execute, deliver and perform all agreements executed by each of them, that each
of them has executed and delivered the Agreement and that the Agreement is the
valid and binding obligation of each party thereto other than Citizens. We
have relied as to factual matters upon certificates, facsimile transmissions,
telegrams and other written or telephone statements of public officials and
have assumed that the facts and circumstances contained in such certificates,
telegrams, facsimile transmissions and other statements have not changed since
the date thereof.

35
<PAGE> 36

SouthTrust Corporation
SouthTrust Bank of Northeast Florida,
National Association
SouthTrust of Florida
March 22, 1996
Page
- ---------------------

The opinions set forth below that are rendered "to our
knowledge" have been rendered based on the actual current recollection of those
persons in this firm who have given substantive attention to the transaction
that is the subject of this opinion and without having undertaken any
independent investigation within the firm, with the client, or with any other
persons to determine the existence or absence of any facts or any circumstances
and does not include constructive knowledge of matters or information.

Based on the foregoing, and subject to the qualifications set
forth at the end of this opinion, it is our opinion that:

1. Citizens is a banking corporation duly incorporated,
validly existing and in good standing under the laws of the State of Florida.
Citizens 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 Citizens 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 Condition of
Citizens.

2. Citizens 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 Citizens.

3. The Agreement has been duly and validly authorized,
executed, delivered and approved by all necessary corporate action of Citizens,
is the valid and binding obligation of Citizens, and is enforceable against
Citizens in accordance with its terms except to the extent that 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.

4. The execution and delivery of the Agreement by
Citizens did not, and the consummation by Citizens of the transactions
contemplated thereby and compliance by Citizens with any of the terms or
provisions thereof, will not (a) violate any provision of the Articles of
Incorporation or Bylaws of Citizens, or (b) assuming that the Consents of the
Regulatory Authorities referred to in the Agreement are duly obtained, (i)
violate any statute, code, ordinance, rule or regulation, or, to our knowledge,
any judgment, order, writ, decree or injunction applicable to Citizens or any
of its properties or assets, except for any such violation, either individually
or in the aggregate as would not have a material adverse effect on the
Condition of Citizens, or (ii) to our knowledge, 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 Citizens 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
Citizens is a party, or by which Citizens or its properties or assets may be
bound or affected except for any such violation, either individually or in the
aggregate as would not have a material adverse effect on the Condition of
Citizens.

36
<PAGE> 37

SouthTrust Corporation
SouthTrust Bank of Northeast Florida,
National Association
SouthTrust of Florida
March 22, 1996
Page
- ---------------------

5. As of the date hereof, all of the issued and
outstanding Citizens Shares have been duly authorized and validly issued and
are fully paid and nonassessable.

6. The proxy material of Citizens, which was mailed to
the shareholders of Citizens in connection with the special meeting of the
shareholders of Citizens held on February 15, 1996, to consider the
Agreement complied as to form in all material respects with applicable law. No
facts have come to our attention which cause us to believe that the information
contained in the proxy material of Citizens, relating to and supplied by
Citizens, contain any untrue statement of a material fact or omitted 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, and no other event, occurrence or state of facts thereafter
involving Citizens has come to our attention which should have been disclosed
in such proxy material.

The foregoing opinions are limited to the laws of the State of
Florida, and the United States of America and no opinion is expressed herein
with respect to the laws of any other jurisdiction. We express no opinion as
to the enforceability of any choice of law provision in any agreement or
document, and our opinions herein, insofar as they relate to enforceability,
are subject to the consequence of the failure of any party to qualify to do
business as a foreign corporation or to comply with other registration or
licensing laws applicable to a foreign corporation to the extent that the same
may be required under any applicable law. We express no opinion as to the
enforceability of any requirement in the Agreement that provisions thereof may
only be waived in writing, to the extent that an oral agreement or any implied
agreement by trade practice or course of dealing has been created modifying any
provision of the Agreement.

The opinions expressed herein are limited to the matters
stated herein and no opinion is implied or may be implied or inferred beyond
the matters expressly stated herein. The opinions expressed herein are as of
the date hereof, and we assume no obligation to update or supplement these
opinions to reflect any facts or circumstances which may hereafter come to our
attention or any changes in the law which may hereafter occur. This opinion is
rendered only to you and is solely for your benefit in connection with the
transactions contemplated by the Agreement and may not be relied upon by any
party other than SouthTrust, ST-FL and ST-Bank, quoted in whole or in part or
otherwise referred to, nor may it be filed with any person, except as required
by applicable law in order for SouthTrust, ST-FL and ST-Bank to enjoy the
benefits of their reliance hereon, without our prior written consent in each
instance.

Very truly yours,

FOLEY & LARDNER

By
---------------------------------

37
<PAGE> 38

EXHIBIT 9.6

[FORM OF OPINION OF BRADLEY, ARANT, ROSE & WHITE]

March 22, 1996

Citizens Bank of Macclenny
32 Fifth Street North
Macclenny, Florida

Gentlemen:

We have acted as counsel to SouthTrust Corporation, a Delaware
corporation ("SouthTrust"), SouthTrust of Florida, a Florida corporation
("ST-FL"), and SouthTrust Bank of Northeast Florida, National Association, a
national banking association ("ST-Bank"), in connection with the execution and
delivery of that certain Agreement and Plan of Merger, dated October 26, 1995,
(the "Agreement") between Citizens Bank of Macclenny ("Citizens"), and ST-Bank,
and joined in by SouthTrust and ST-FL, and the consummation of the transactions
contemplated thereby. This opinion is being delivered to you pursuant to
Section 9.6 of the Agreement. Except as otherwise defined herein, capitalized
terms used but not defined herein shall have the meanings ascribed to such
terms in the Agreement.

In connection with the opinions expressed herein, we have
examined originals, or copies certified to our satisfaction, of the Agreement
and such documents and certificates and other statements of public officials
and officers and other representatives of SouthTrust, ST-FL and ST-Bank as we
have deemed relevant and necessary as a basis for such opinions. In so acting,
we have examined, and relied upon the accuracy of, original, certified,
conformed, photostatic, or telecopied copies of such instruments, documents,
certificates, agreements and records as we have deemed necessary herein. In
such examination, we have assumed the genuineness of all signatures on, and the
authenticity and completeness of, all documents submitted to us as originals,
the conformity with the originals and the completeness of all documents
submitted to us as copies, and, as to factual matters, the veracity of
statements, both written and oral, made by officers of SouthTrust, ST-FL and
ST-Bank. We have also assumed that each of the parties to the Agreement, other
than SouthTrust, ST-FL and ST-Bank, has the power and authority to execute,
deliver and perform all agreements executed by each of them, that each of them
has executed and delivered the Agreement and that the Agreement is the valid
and binding obligation of each party thereto other than SouthTrust, ST-FL and
ST-Bank. We have relied as to factual matters upon certificates, facsimile
transmissions, telegrams, and other written or telephone statements of public
officials and of officers and other representatives of SouthTrust, ST-FL and
ST-Bank and have assumed that the facts and circumstances contained in such
certificates, facsimile transmissions, telegrams, and other statements have not
changed since the date thereof.

Based on the foregoing, and subject to the qualifications set
forth at the end of this opinion, it is our opinion that:

38
<PAGE> 39

Citizens Bank of Macclenny
March 22, 1996
Page
- -------------------------

(a) SouthTrust is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, ST-FL is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Florida, and ST-Bank is a national banking association,
validly existing and in good standing under the laws of the United States.
SouthTrust, ST-FL, and ST-Bank have the corporate power and the authority to
own or lease all of their properties and assets and to carry on their business
as now conducted, and are licensed or qualified to do business in each
jurisdiction in which the nature of the business conducted by each or the
character or location of the property and assets owned or leased by each makes
such licensing or qualification necessary, except where the failure to be so
licensed or qualified would not have a material adverse effect on the Condition
of SouthTrust on a consolidated basis. SouthTrust is duly registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended.

2. SouthTrust, ST-FL, and ST-Bank have in effect all
federal, state, local, and foreign governmental, regulatory and other
authorizations, permits and licenses necessary for them to own or lease their
properties and assets and to carry on their 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.

3. The Agreement has been duly and validly authorized by
all necessary corporate action on the part of each of SouthTrust, ST-FL and
ST-Bank, has been duly and validly executed and delivered by each of
SouthTrust, ST-FL and ST-Bank, is the valid and binding obligation of each of
SouthTrust, ST-FL and ST-Bank, and is enforceable against each of SouthTrust,
ST-FL and ST-Bank in accordance with its terms except to the extent that 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.

4. Neither the execution, delivery or performance of the
Agreement nor the consummation of the transactions contemplated thereby will
(a) violate any provision of the Restated Certificate of Incorporation or
Bylaws of SouthTrust, or the Articles of Incorporation or Bylaws of ST-FL or
ST-Bank, (b) to our knowledge and assuming that the Consents referred to in the
Agreement are duly obtained, (i) violate, conflict with, result in any breach
of any provisions of, constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, result in the
termination of, accelerate the performance required by or result in the
creation of any lien, security interest, charge or other encumbrance upon any
of the respective properties or assets of 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
either of them or any of their respective properties or assets may be bound or
affected, except for any such violations, either individually or in the
aggregate as would not have a material adverse effect on the Condition of
SouthTrust on a consolidated basis, or (ii) 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 any such violations, either individually or in
the aggregate as would not have a material adverse effect on the Condition of
SouthTrust on a consolidated basis.

5. The SouthTrust Shares, when issued pursuant to and in
accordance with the Agreement, shall be duly authorized, validly issued, fully
paid and nonassessable.

The foregoing opinions are limited to the laws of the State of
Alabama, the General Corporation Law of the State of Delaware and the United
States of America and no opinion is expressed herein with respect to the laws
of any other jurisdiction, and further, to the extent that the laws of any
other jurisdiction may govern the

39
<PAGE> 40

Citizens Bank of Macclenny
March 22, 1996
Page
- -------------------------

Agreement, we have assumed, without independent investigation, that such laws
are identical in all respects to the laws of the State of Alabama. We express
no opinion as to the enforceability of any choice of law provision in any
agreement or document, and our opinions herein, insofar as they relate to
enforceability, are subject to the consequence of the failure of any party to
qualify to do business as a foreign corporation or to comply with other
registration or licensing laws applicable to a foreign corporation to the
extent that the same may be required under any applicable law.

The opinions expressed herein are limited to the matters
stated herein and no opinion may be implied or inferred beyond the matters
expressly stated herein. The opinions expressed herein are as of the date
hereof, and we assume no obligation to update or supplement these opinions to
reflect any facts or circumstances which may hereafter come to our attention or
any changes in the law which may hereafter occur. This opinion is rendered
only to you and is solely for your benefit in connection with the transactions
contemplated by the Agreement and may not be relied upon by any party other
than Citizens, quoted in whole or in part or otherwise referred to, nor may it
be filed with any person, except as required by applicable law in order for
Citizens to enjoy the benefits of their reliance hereon, without our prior
written consent in each instance.

Yours very truly,

<PAGE> 1

EXHIBIT 5

April 19, 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 April 19, 1996 and relating to up to 783,875 shares of Common
Stock, par value $2.50 per share (the "Shares"), and up to 348,389 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 to certain persons
(the "Selling Stockholders") who acquired the Shares and Rights on March 22,
1996 in connection with the merger of Citizens Bank of Macclenny ("Citizens")
with and into SouthTrust Bank of Florida, National Association ("ST-Bank")
pursuant to that certain Agreement and Plan of Merger dated October 26, 1995,
between Citizens 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.

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 L.L.P

Birmingham, Alabama
April 19, 1996

<PAGE> 1

EXHIBIT 24

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-3 relating to the registration of
$2.50 par value common stock for the acquisition of Citizen's Bank of
MacClenny, 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 25th day of March, 1996.

/s/ ALLEN J. KEESLER, JR.
-----------------------------------------------------
Allen J. Keesler, Jr.
Director

43
<PAGE> 2

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 19th day of March, 1996.

/s/ H. ALLEN FRANKLIN
---------------------------------------------------
H. Allen Franklin
Director

44
<PAGE> 3

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 18th day of March, 1996.

/s/ F. CROWDER FALLS
---------------------------------------------------
F. Crowder Falls
Director

45
<PAGE> 4

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 17th day of March, 1996.

/s/ WILLIAM C. HULSEY
---------------------------------------------------
William C. Hulsey
Director

46
<PAGE> 5

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 18th day of March, 1996.

/s/ CHARLES G. TAYLOR
---------------------------------------------------
Charles G. Taylor
Director

47
<PAGE> 6

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 29th day of March, 1996.

/s/ T. W. MITCHELL
---------------------------------------------------
T. W. Mitchell
Director

48
<PAGE> 7

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 15th day of March, 1996.

/s/ JOHN M. BRADFORD
---------------------------------------------------
John M. Bradford
Director

49
<PAGE> 8

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 14th day of March, 1996.

/s/ W. K. UPCHURCH
---------------------------------------------------
W. K. Upchurch
Director

50
<PAGE> 9

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

Dated as of this 14th day of March, 1996.

/s/ HERBERT STOCKHAM
---------------------------------------------------
Herbert Stockham
Director