SOUTHTRUST CORP, S-4, 1996-05-10

SOUTHTRUST CORP
S-4, 1996-05-10
STATE COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on May { }, 1996
Registration No. 333-_______
PRELIMINARY COPIES
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY

================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------

FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

-------------------------------
SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 6711 63-0574085
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 254-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------
AUBREY D. BARNARD
SOUTHTRUST CORPORATION
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(205) 254-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:

C. LARIMORE WHITAKER, ESQ. FREDERICK A. MEYER
BRADLEY, ARANT, ROSE & WHITE 21780 STATE ROAD 54
1400 PARK PLACE TOWER LUTZ, FLORIDA 33549
2001 PARK PLACE (813) 948-2265
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
- ---------------------------- -----------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate offering registration
securities to be registered registered per unit price fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $2.50 per
share . . . . . . . . . . . . . . . 265,719 Shares * $3,664,000 ** $1,263.45
Rights to Purchase Series A Junior
Participating Preferred Stock . . . 118,098 Rights
========================================================================================================================
</TABLE>
(*) Not Applicable
(**) Estimated solely for purposes of determining the amount of the
registration fee in accordance with Rule 457(f)(2) under the Securities
Act of 1933.

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

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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================

<PAGE> 2

SOUTHTRUST CORPORATION

CROSS-REFERENCE SHEET SHOWING THE LOCATION IN THE
PROXY STATEMENT/PROSPECTUS OF INFORMATION REQUIRED
BY PART I OF FORM S-4 PURSUANT TO ITEM 501(b) OF REGULATION S-K

<TABLE>
<CAPTION>
Location or Heading In Proxy Item
Item Statement/Prospectus
---- --------------------
<S> <C>
1. Forepart of Registration Statement and Forepart of Registration Statement and Outside Front Cover Page of
Outside Front Cover Page of Prospectus
Prospectus

2. Inside Front and Outside Back Cover Pages of Available Information; Incorporation of Certain Documents by
Prospectus Reference; Table of Contents

3. Risk Factors, Ratio of Earnings to Fixed Summary
Charges and Other Information

4. Terms of the Transaction Summary; The Merger; Description of Capital Stock of SouthTrust;
Comparison of the Common Stock of SouthTrust and Lake
State; Certain Federal Income Tax Considerations

5. Pro Forma Financial Information (*)

6. Material Contracts with the Company Being Summary; The Merger
Acquired

7. Additional Information Required for Reoffering (*)
by Persons and Parties Deemed to be Underwriters

8. Interests of Named Experts and Counsel Legal Matters

9. Disclosure of Commission Position on (*)
Indemnification for Securities Act
Liabilities

10. Information With Respect to S-3 Registrants Summary

11. Incorporation of Certain Information by Incorporation of Certain Documents by Reference
Reference

12. Information With Respect to S-2 or S-3 (*)
Registrants

13. Incorporation of Certain Information by (*)
Reference

14. Information With Respect to Registrants (*)
Other Than S-3 or S-2 Registrants

15. Information With Respect to S-3 Companies (*)

16. Information With Respect to S-2 or S-3 (*)
Companies

17. Information With Respect to Companies Other Summary; Certain Information Concerning the Business of Lake State;
Selected than S-3 or S-2 Companies Selected Financial Data of Lake State; Management's Discussion and
Analysis of Financial Condition and Results of Operations; Index
to the Financial Statements of Lake State

18. Information if Proxies, Consents or Introduction; Summary; The Merger; Additional Information
Authorizations are to be Solicited

19. Information if Proxies, Consents or (*)
Authorizations are not to be Solicited,
or in an Exchange Offer

</TABLE>

- ------------------
(*) Not Applicable

<PAGE> 3

LAKE STATE BANK
21780 STATE ROAD 54
LUTZ, FLORIDA 33549

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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

Notice is hereby given that a Special Meeting of Shareholders of Lake
State Bank, a Florida banking corporation ("Lake State"), will be held on
{______________}, 1996 at {________}.m., local time, at 21780 State Road 54,
Lutz, Florida 33549 for the following purposes (the "Special Meeting"):

1. to consider and vote upon the Agreement and Plan of Merger,
dated as of February 28, 1996 (the "Merger Agreement"), a copy of which is
annexed as Exhibit A to the accompanying Proxy Statement/Prospectus,
between Lake State and SouthTrust Bank of Florida, National Association, a
national banking association ("ST-Bank"), and joined in by SouthTrust
Corporation, a Delaware corporation ("SouthTrust"), and SouthTrust of
Florida, Inc., a Florida corporation and wholly-owned subsidiary of
SouthTrust ("ST-Florida"), whereby Lake State will be merged with and into
ST-Bank and the shareholders of Lake State will receive 0.84 shares of
common stock of SouthTrust (subject to appropriate adjustment in the event
of certain occurrences) in exchange for each outstanding share of common
stock of Lake State, subject to rights of dissent and exclusive of shares
of common stock of Lake State held in the treasury of Lake State, with
cash being paid in lieu of any fractional shares of common stock of
SouthTrust, pursuant to and in accordance with the terms and conditions of
the Merger Agreement, all as more fully described in the accompanying
Proxy Statement/Prospectus; and

2. to consider and act upon such other matters as may properly
come before the Special Meeting or any adjournment or adjournments
thereof.

Only those persons who were holders of record of the common stock of Lake
State at the close of business on {______________________}, 1996, are entitled
to notice of and to vote at the Special Meeting and any adjournments thereof.

The Special Meeting may be adjourned from time to time without notice
other than announcement at the Special Meeting, or at any adjournment thereof,
and any business for which notice is hereby given may be transacted at any such
adjournment.

A Proxy Statement/Prospectus relating to and a proxy for use in
connection with the Special Meeting are enclosed.

By Order of the Board of Directors

FREDERICK A. MEYER
Chairman and President

21780 State Road 54, Lutz, Florida
{_________________}, 1996

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY SO THAT LAKE STATE MAY BE ASSURED OF THE PRESENCE OF
A QUORUM AT THE SPECIAL MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

<PAGE> 4

PROXY STATEMENT/PROSPECTUS
PROXY STATEMENT OF

LAKE STATE BANK

FOR A SPECIAL MEETING OF ITS SHAREHOLDERS
TO BE HELD {____________________}

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

THIS PROXY STATEMENT INCLUDES THE PROSPECTUS OF

SOUTHTRUST CORPORATION

RELATING TO UP TO 265,719 SHARES OF COMMON STOCK
(PAR VALUE $2.50 PER SHARE)

TO BE ISSUED IN CONNECTION WITH A PROPOSED MERGER OF
LAKE STATE BANK INTO SOUTHTRUST BANK OF
FLORIDA, NATIONAL ASSOCIATION A WHOLLY-OWNED
INDIRECT SUBSIDIARY OF
SOUTHTRUST CORPORATION

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS IN CONNECTION
WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SOUTHTRUST
CORPORATION OR LAKE STATE BANK. THIS PROXY STATEMENT/PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE SHARES TO WHICH IT RELATES
OR AN OFFER OF ANY KIND TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER
WOULD BE UNLAWFUL. NEITHER DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF. ALL INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS RELATING
TO SOUTHTRUST CORPORATION AND ITS SUBSIDIARIES HAS BEEN SUPPLIED BY SOUTHTRUST
CORPORATION AND ALL INFORMATION RELATING TO LAKE STATE BANK HAS BEEN SUPPLIED
BY LAKE STATE BANK.

THIS PROXY STATEMENT/PROSPECTUS AND THE ACCOMPANYING FORM OF PROXY ARE
FIRST BEING MAILED TO SHAREHOLDERS OF LAKE STATE ON OR ABOUT
{_________________}, 1996.

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

THE SECURITIES OF SOUTHTRUST CORPORATION OFFERED IN CONNECTION WITH THE
MERGER DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT/PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR BANK
DEPOSITS, ARE NOT OBLIGATIONS OF A BANK OR SAVINGS
ASSOCIATION, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY.

The date of this Proxy Statement/Prospectus is {_________________}, 1996.

<PAGE> 5

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Description of SouthTrust Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Market and Dividend Information Respecting the Common Stock of SouthTrust and Lake State . . . . . . . . . . . . . . 29
Comparison of the Common Stock of SouthTrust and Lake State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Certain Information Concerning the Business of Lake State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Selected Financial Data of Lake State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 40
Beneficial Ownership of Lake State Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Index to the Financial Statements of Lake State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit A - Agreement and Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Applicable Dissent Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C - Tax Opinion of Bradley, Arant, Rose & White . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
</TABLE>

AVAILABLE INFORMATION

SouthTrust Corporation, a Delaware corporation ("SouthTrust"), is
subject to the informational requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, Suite 1400,
500 West Madison Street, Chicago, Illinois 60661-2511. Copies of such material
can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

SouthTrust has filed a Registration Statement on Form S-4 (herein,
together with all amendments thereto, called the "Registration Statement") with
the Commission under the Securities Act of 1933 (the "Securities Act"), with
respect to the shares of common stock of SouthTrust offered hereby. This Proxy
Statement/Prospectus does not contain all of the information and undertakings
set forth in the Registration Statement and the exhibits and schedules thereto.
For further information with respect to SouthTrust and the shares of common
stock of SouthTrust, reference is made to the Registration Statement and the
exhibits and schedules thereto. Statements contained in this Proxy
Statement/Prospectus as to the contents of any contract or other document
referred to are not necessarily complete, and in each instance reference is
made to a copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement and the exhibits and schedules
thereto may be inspected at the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies thereof may be obtained from the Public
Reference Section of the Commission at such address at prescribed rates.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THE DOCUMENTS RELATING
TO SOUTHTRUST (OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH EXHIBITS ARE NOT
SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS) ARE AVAILABLE UPON
REQUEST WITHOUT CHARGE FROM AUBREY D. BARNARD, SOUTHTRUST CORPORATION, 420
NORTH 20TH STREET, BIRMINGHAM, ALABAMA 35203, TELEPHONE NUMBER (205) 254-5000.
IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE
BY {___________________}, 1996. SEE "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."

2
<PAGE> 6

INTRODUCTION

GENERAL

This Proxy Statement/Prospectus is being furnished to the holders of
common stock, par value $8.00 per share ("Lake State Common Stock"), of Lake
State Bank, a Florida banking corporation ("Lake State"), in connection with
the solicitation of proxies by the Board of Directors of Lake State for use at
a special meeting of shareholders of Lake State to be held on
{____________________}, at {_________}.m., local time, at the principal
executive offices of Lake State, located at 21780 State Road 54, Lutz, Florida
33549, and at any postponement or adjournment thereof (the "Special Meeting").

The purpose of the Special Meeting is to consider and vote upon that
certain Agreement and Plan of Merger, dated as of February 28, 1996 (the
"Merger Agreement"), between Lake State and SouthTrust Bank of Florida,
National Association, a national banking association ("ST-Bank"), and joined in
by SouthTrust Corporation, a Delaware corporation ("SouthTrust"), and
SouthTrust of Florida, Inc., a Florida corporation and a wholly-owned
subsidiary of SouthTrust ("ST-Florida"), providing for the merger of Lake State
into ST-Bank (the "Merger") and, subject to rights of dissent and exclusive of
shares of Lake State Common Stock held in the treasury of Lake State, the
conversion in the Merger of each outstanding share of Lake State Common Stock
into 0.84 shares of common stock, par value $2.50 per share, of SouthTrust
("SouthTrust Common Stock"). No fractional shares of SouthTrust Common Stock
will be issued in the Merger, and, in lieu thereof, each holder of shares of
Lake State Common Stock who otherwise would have been entitled to receive a
fractional share of SouthTrust Common Stock will be entitled to receive a cash
payment in an amount equal to the product of (i) the fractional interest of a
share of SouthTrust Common Stock to which such holder otherwise would have been
entitled and (ii) the last sales price of such share of SouthTrust Common Stock
as reported on the Nasdaq National Market ("Nasdaq") on the last trading day
immediately preceding the Effective Time of the Merger (as defined below).

The 0.84 shares of SouthTrust Common Stock for which each share of
Lake State Common Stock may be exchanged in the Merger had an aggregate market
value, based upon the average of the last sales price of SouthTrust Common
Stock for the five trading days immediately preceding
{_______________________}, 1996, of approximately ${___________}. See
"DESCRIPTION OF SOUTHTRUST CAPITAL STOCK--SouthTrust Common Stock" and "MARKET
AND DIVIDEND INFORMATION RESPECTING THE COMMON STOCK OF SOUTHTRUST AND LAKE
STATE." Since the number of shares of SouthTrust Common Stock to be received
for each share of Lake State Common Stock in the Merger is fixed, a change in
the market price of SouthTrust Common Stock before the Merger would affect the
value of the SouthTrust Common Stock to be received in the Merger in exchange
for each share of Lake State Common Stock. For additional information
regarding the terms of the Merger, see the Merger Agreement which is attached
hereto as Exhibit A and "THE MERGER."

Subject to the approval of the Merger Agreement by the shareholders of
Lake State and the satisfaction or waiver of all conditions contained in the
Merger Agreement, the Merger will become effective on the date and at the time
on which the Merger is deemed effective by the Office of the Comptroller of the
Currency (the "OCC") (the "Effective Time of the Merger"). It is anticipated
that the Merger will become effective on or before {_______________}, 1996.

This Proxy Statement/Prospectus was first sent or given to
shareholders of Lake State on or about {_________________}, 1996. SouthTrust
has filed a Registration Statement with the Commission with respect to the
shares of SouthTrust Common Stock to be issued pursuant to the Merger. This
document also constitutes the Prospectus of SouthTrust that is included as part
of such Registration Statement. All information contained in this Proxy
Statement/Prospectus pertaining to SouthTrust, ST-Florida and ST-Bank was
supplied by SouthTrust, and all information contained in this Proxy
Statement/Prospectus pertaining to Lake State was supplied by Lake State.

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

3
<PAGE> 7

VOTING AT THE SPECIAL MEETING

The Board of Directors of Lake State has fixed the close of business
on {___________________}, 1996 as the record date (the "Record Date") for the
determination of holders of shares of Lake State Common Stock entitled to
notice of and to vote at the Special Meeting. On the Record Date, Lake State
had outstanding 316,332 shares of Lake State Common Stock, which constituted
the only outstanding class of capital stock of Lake State entitled to notice of
and to vote at the Special Meeting. The presence, in person or by proxy, of
the holders of a majority of the outstanding shares of Lake State Common Stock
entitled to vote is necessary to constitute a quorum at the Special Meeting.
The affirmative vote of the holders of at least a majority of the outstanding
shares of Lake State Common Stock entitled to vote thereon is required to
approve the Merger Agreement. Each holder of record of shares of Lake State
Common Stock on the Record Date is entitled to one vote for each share of such
stock held of record.

As of the Record Date, Lake State directors and executive officers (a
total of 7 persons) beneficially owned a total of 207,509 shares of Lake State
Common Stock, representing approximately 65.59% of the shares of Lake State
Common Stock entitled to vote at the Special Meeting. All of such directors
and officers have advised Lake State that, as of the date of the Proxy
Statement/Prospectus, they intend to vote for the approval of the Merger
Agreement.

THE BOARD OF DIRECTORS OF LAKE STATE UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT. SEE "THE MERGER -
BACKGROUND OF THE MERGER; REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD
OF DIRECTORS OF LAKE STATE."

A proxy in the form enclosed, properly completed and returned in time
for the voting thereof at the Special Meeting, with instructions specified
thereon, will be voted in accordance with such instructions. Only votes FOR a
particular matter constitute affirmative votes. Votes that are withheld or
abstain, including broker non-votes, with respect to a matter are counted for
quorum purposes, but since they are not cast for a particular matter such votes
have the same effect as negative votes with respect to the proposal regarding
the Merger Agreement. If no specification is made, a signed proxy will be
voted FOR approval of the Merger Agreement. A proxy may be revoked at any time
prior to its exercise (i) by filing with the Secretary of Lake State either an
instrument revoking the proxy or a duly executed proxy bearing a later date or
(ii) by attending the Special Meeting and voting in person. Attendance at the
Special Meeting will not in itself revoke a proxy.

In addition to the use of the mail, proxies may be solicited by
telephone, telecopy or personally by the directors, officers and employees of
Lake State, who will receive no extra compensation for their services. The
expenses of such solicitation will be paid by Lake State. Lake State will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy soliciting material
to the beneficial owners of shares of Lake State Common Stock.

SHAREHOLDERS OF LAKE STATE ARE REQUESTED TO COMPLETE, SIGN AND DATE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID
ENVELOPE WHETHER OR NOT THE SHAREHOLDER INTENDS TO ATTEND THE SPECIAL MEETING
IN PERSON.

4
<PAGE> 8

SUMMARY

The following is a brief summary of certain information contained in
or incorporated by reference into this Proxy Statement/Prospectus with respect
to Lake State, SouthTrust and the terms of the Merger. The following summary
is not intended to be complete and is qualified in all respects by the
information appearing elsewhere herein or incorporated by reference into this
Proxy Statement/Prospectus, the Exhibits hereto and the documents referred to
herein.

PARTIES TO THE MERGER

SouthTrust

SouthTrust is a regional bank holding company headquartered in
Birmingham, Alabama and engaged in a full range of banking services from more
than 478 banking locations in Alabama, Florida, Georgia, Mississippi, North
Carolina, South Carolina and Tennessee. SouthTrust, through its bank-related
subsidiaries, also offers a range of other services, including mortgage banking
services, data processing services and securities brokerage services. As of
December 31, 1995, SouthTrust had consolidated total assets of approximately
$20.8 billion, which ranked it as the largest bank holding company
headquartered in Alabama, the sixth largest banking company in the Southeast,
and the 32nd largest banking company in the United States. The largest bank
subsidiary of SouthTrust is SouthTrust Bank of Alabama, N.A., Birmingham,
Alabama (the oldest predecessor of which was incorporated in 1887), which had
approximately $11.1 billion in total assets as of December 31, 1995. Of
SouthTrust's approximately $20.8 billion in assets as of December 31, 1995,
approximately $11.16 billion were in Alabama, approximately $4.10 billion were
in Georgia, and approximately $3.77 billion were in Florida.

SouthTrust has pursued a strategy of acquiring banks and financial
institutions in or near major metropolitan or growth markets in Florida,
Georgia, North Carolina, Mississippi, South Carolina and Tennessee. The
purpose of this strategy is to give SouthTrust business development
opportunities in metropolitan markets with favorable prospects for population
and per capita income growth.

During 1995, SouthTrust effected acquisitions of seven financial
institutions, with total assets of approximately $713.0 million. In addition,
during the first three months of 1996 SouthTrust has effected three
acquisitions of financial institutions, with total assets of approximately
$1.286 billion. The following table represents certain information with
respect to transactions which are currently pending as of the date of this
Proxy Statement/Prospectus, including the Merger:

<TABLE>
<CAPTION>
Total Total Total
Institution Location Assets Deposits Loans(1)
- ----------------- -------- ------ -------- -----
(in millions)
<S> <C> <C> <C> <C>
Lake State Bank Lutz, Florida $28.2 $24.1 $18.5
Prime Bank Boynton Beach, Florida 83.0(2) 75.0(2) 58.0(2)
First State Bank of Florida Deltona, Florida 88.4 81.7 61.3
Heritage Bancshares, Inc. Naples, Florida 89.4 73.8 64.9
</TABLE>

- ---------------------------
(1) Net of unearned income
(2) As of December 31, 1995

SouthTrust anticipates that the acquisition of First State Bank of
Florida and Heritage Bancshares, Inc. will be accounted for pursuant to the
purchase method of accounting. SouthTrust anticipates that the transactions
with Lake State and Prime Bank, each will be accounted for as a pooling of
interests. Consummation of the pending transactions is subject, in each case,
to, among other things, approval by applicable regulatory authorities.

As a routine part of its business, SouthTrust evaluates opportunities
to acquire bank holding companies, banks and other financial institutions.
Thus, at any particular point in time, including the date of this Proxy
Statement/Prospectus, the number of acquisition opportunities that may be
available to SouthTrust, and the stages of development of such activity, is
subject to change. These transactions may involve SouthTrust acquiring such
financial institutions in exchange for cash or capital stock, and depending
upon the terms of these transactions, they may have a dilative effect upon the
SouthTrust Common Stock to be issued to holders of Lake State Common Stock in
the Merger.

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

5
<PAGE> 9

Lake State

Lake State was organized under the laws of the State of Florida on
February 1, 1988 for the purpose of engaging in the commercial banking
business. Lake State operates out of a single office in Lutz, Florida. Lake
State is not a member of the Federal Reserve System but is a member of and its
deposits are insured by the Bank Insurance Fund ("BIF") of the Federal Deposit
Insurance Corporation ("FDIC"). Lake State is subject to comprehensive
regulation, examination and supervision by the FDIC and the Florida Department.
See "SUPERVISION AND REGULATION" and "CERTAIN INFORMATION CONCERNING THE
BUSINESS OF LAKE STATE."

The business of Lake State consists primarily of attracting deposits
from the general public and using these funds, as well as loan repayments and
borrowings, to originate loans, primarily for individuals and small businesses.
Lake State's primary market areas for loans and deposits are Pasco County,
Florida, and Hillsborough County, Florida, and the total population of these
areas was approximately 299,000 and 865,000, respectively, as of April 1994.

Lake State maintains its principal executive offices at 21780 State
Road 54, Lutz, Florida 33549 and the telephone number at such office is (813)
948-2265.

SouthTrust of Florida, Inc.

ST-Florida, a Florida corporation, is a wholly-owned subsidiary of
SouthTrust. It owns the banking subsidiaries of SouthTrust which are located
in Florida, including ST-Bank.

SouthTrust Bank of Florida

ST-Bank is a national banking association with its main office located
in St. Petersburg, Florida. As of December 31, 1995, ST-Bank operated 135
branch offices in Florida.

SPECIAL MEETING

The Special Meeting will be held at {________}.m., local time, on
{____________________}, at 21780 State Road 54, Lutz, Florida 33549 to consider
and vote upon the Merger Agreement. Only holders of record of shares of Lake
State Common Stock as of the close of business on {____________________}, 1996,
will be entitled to notice of and to vote at the Special Meeting, including any
adjournment thereof.

THE MERGER

Terms of the Merger

Subject to approval of the Merger Agreement by the shareholders of
Lake State at the Special Meeting, the receipt of required regulatory
approvals, and satisfaction of other conditions, Lake State will be merged into
ST-Bank pursuant to the Merger Agreement. At the Effective Time of the Merger,
each outstanding share of Lake State Common Stock will be converted, subject to
rights of dissent and exclusive of shares of Lake State Common Stock held in
the treasury of Lake State, into the right to receive 0.84 shares of SouthTrust
Common Stock, which exchange ratio is subject to appropriate adjustment in the
event of certain stock splits and stock dividends effected by SouthTrust. No
fractional shares of SouthTrust Common Stock will be issued in the Merger, and,
in lieu thereof, each holder of shares of Lake State Common Stock who otherwise
would have been entitled to receive a fractional share of SouthTrust Common
Stock will be entitled to receive a cash payment in an amount equal to the
product of (i) the fractional interest of a share of SouthTrust Common Stock to
which such holder otherwise would have been entitled and (ii) the last sales
price of such share of SouthTrust Common Stock as reported on Nasdaq on the
last trading day immediately preceding the Effective Time of the Merger.

The 0.84 shares of SouthTrust Common Stock for which each outstanding
share of Lake State Common Stock may be exchanged in the Merger had an
aggregate value, based upon the average of the last sales price of SouthTrust
Common Stock for the five (5) trading days immediately preceding
{________________________}, of approximately ${________}.

As promptly as practicable after the Effective Time of the Merger,
SouthTrust or its agents, on behalf of ST-Florida, shall send or cause to be
sent to each former holder of record of Lake State Common Stock a letter of

6
<PAGE> 10

transmittal for use in exchanging their stock certificates formerly
representing such Lake State Common Stock for certificates representing the
appropriate number of shares of SouthTrust Common Stock.

Following the Merger, the existing office of Lake State will operate
as a full-service branch of ST-Bank.

Reasons for the Merger

The Board of Directors of Lake State considered a variety of factors
in evaluating and approving the Merger and the Merger Agreement, including (a)
the value of the consideration to be received by Lake State's shareholders
relative to the book value and earnings per share of Lake State Common Stock;
(b) certain information concerning the financial condition, results of
operations and business prospects of Lake State and SouthTrust; (c) the
marketability of Lake State Common Stock; (d) the competitive and regulatory
environment for financial institutions generally; (e) the fact that the Merger
will enable Lake State shareholders to exchange their shares of Lake State
Common Stock for shares of common stock of a larger combined entity, the stock
of which is more widely held and more actively traded and which historically
has paid cash dividends; (f) SouthTrust's ability to provide comprehensive
financial services in relevant markets; and (g) other pertinent information.
The Board of Directors of Lake State did not assign any relative weights to the
above factors, but it considered all of such factors to be material. The Board
of Directors believes that it appropriately addressed all of the relevant
concerns in the proposed transaction with SouthTrust, and it concluded that the
terms of the transaction with SouthTrust are fair to the shareholders of Lake
State from a financial point of view. Based on these factors, the Board of
Directors of Lake State determined that the Merger was in the best interests of
the shareholders of Lake State and approved the Merger Agreement.

Vote Required

The affirmative vote of the holders of at least a majority of the
outstanding shares of Lake State Common Stock entitled to vote thereon is
required to approve the Merger Agreement. Directors and executive officers of
Lake State and their affiliates owned, as of the Record Date, directly or
indirectly, 207,509 shares of Lake State Common Stock, constituting
approximately 65.59% of the shares of Lake State Common Stock outstanding on
the Record Date for the Special Meeting. It is anticipated that all shares
held by such persons will be voted for approval of the Merger Agreement.

Recommendation of the Board of Directors

THE MEMBERS OF THE BOARD OF DIRECTORS OF LAKE STATE HAVE UNANIMOUSLY
APPROVED THE MERGER AGREEMENT AND DETERMINED THAT THE MERGER IS FAIR, FROM A
FINANCIAL POINT OF VIEW, AND IS IN THE BEST INTERESTS OF LAKE STATE AND ITS
SHAREHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS OF LAKE STATE RECOMMENDS
THAT SHAREHOLDERS OF LAKE STATE VOTE IN FAVOR OF THE MERGER AGREEMENT. This
recommendation is based on a number of factors discussed in this Proxy
Statement/Prospectus. See "THE MERGER - Background of the Merger; Reasons for
the Merger; Recommendation of the Board of Directors of Lake State."

Interests of Certain Named Persons in the Merger

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

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

7
<PAGE> 11

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

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

The Merger is subject to approval by the OCC. Accordingly, assuming
that all conditions to the Merger contained in the Merger Agreement are
satisfied or waived and that the Merger Agreement has not been terminated, the
Merger Agreement provides that the Merger shall occur as soon as practicable
following the later to occur of (i) the approval of the transactions pursuant
to the Merger Agreement by all required regulatory authorities, and (ii)
approval by the shareholders of Lake State of the Merger Agreement.

On or about April 2, 1996, ST-Bank filed an application with the OCC
seeking approval to merge Lake State with and into ST-Bank. That application
is expected to be approved on or about May 31, 1996. Following OCC approval
there is a 15 day waiting period during which the Merger may not be consummated
and which commences the authority of the United States Department of Justice
(the "Justice Department") to challenge the Merger of Lake State into ST-Bank
on antitrust grounds. This period is expected to expire on or about June 15,
1996.

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

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

Termination

The Merger Agreement may be terminated at any time prior to the
Effective Time of the Merger: (i) by the mutual consent in writing of
SouthTrust and Lake State, or (ii) by either SouthTrust or Lake State
individually, under certain specified circumstances, including if the Merger
shall not have occurred on or prior to October 31, 1996, provided that the
failure to consummate the Merger on or before such date is not caused by a
breach of the Merger Agreement by the party seeking to terminate. See "THE
MERGER - Termination."

Effective Time of the Merger

The Merger will become effective on the date and at the time on which
the Merger is deemed effective by the OCC. Subject to satisfaction of the
conditions contained in the Merger Agreement, the parties currently anticipate
that the Merger will become effective on or before {__________________}, 1996,
although there can be no assurance as to whether or when the Merger will become
effective. See "THE MERGER - Effective Time of the Merger."

RIGHTS OF DISSENT AND APPRAISAL

Any holder of shares of Lake State Common Stock is entitled to dissent
from the Merger and demand the fair value of the shares of Lake State Common
Stock held by such holder in cash, if such dissenting shareholder follows the
procedures provided by applicable law which are described elsewhere in this
Proxy Statement/Prospectus. See "THE MERGER - Rights of Dissent and
Appraisal."

COMPARATIVE STOCK PRICES

SouthTrust Common Stock is traded in the over-the-counter market
through the facilities of Nasdaq. The market for shares of Lake State Common
Stock is not active and during the last two years, the sales price of shares of
Lake State Common Stock of which Lake State had knowledge ranged from $11.00 to
$13.00 per share. The last sale of shares of Lake State Common Stock known to
Lake State occurred on December 21, 1995 at a sales price of $13.00 per share.

8
<PAGE> 12

The following table sets forth applicable last sales prices, and pro
forma equivalents based upon such last sales prices, for SouthTrust Common
Stock as of selected dates.

<TABLE>
<CAPTION>
SouthTrust SouthTrust
Common Stock Common Stock
Last Sales Price Equivalent (3)
-------------------- -------------

<S> <C> <C>
{____________}, 1996(1) . . . . . ${_____} ${_____}
{____________}, 1996(2) . . . . . ${_____} ${_____}

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

(1) Last trading day preceding the execution of the Merger Agreement.
(2) Most recent date practicable preceding the date of this Proxy
Statement/Prospectus.
(3) Pro forma equivalents calculated using the historical last sales
price for SouthTrust Common Stock as of the selected date multiplied
by the conversion ratio of 0.84 shares of SouthTrust Common Stock per
share of Lake State Common Stock.

Lake State's shareholders are advised to obtain current market
quotations for or information regarding SouthTrust Common Stock and Lake State
Common Stock. No assurance can be given as to the market price of SouthTrust
Common Stock or the value of Lake State Common Stock at any time before the
Effective Time of the Merger or as to the market price of SouthTrust Common
Stock at any time thereafter. Because the exchange ratio of Lake State Common
Stock for SouthTrust Common Stock is fixed, it will not compensate Lake State's
shareholders for decreases in the market price of SouthTrust Common Stock which
could occur before the Effective Time of the Merger. In the event the market
price for SouthTrust Common Stock were to decrease, the value of the SouthTrust
Common Stock to be received in the Merger in exchange for Lake State Common
Stock would decrease. It also should be noted that, in the event the market
price of SouthTrust Common Stock were to increase, the value of the SouthTrust
Common Stock to be received in the Merger in exchange for Lake State Common
Stock would increase.

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

RESALE OF SOUTHTRUST COMMON STOCK RECEIVED IN THE MERGER

The shares of SouthTrust Common Stock to be issued pursuant to the
Merger Agreement have been registered under the Securities Act, thereby
allowing such shares to be sold without restriction by shareholders of Lake
State who are not deemed to be "affiliates" (as that term is defined in the
rules under the Securities Act) of Lake State and who do not become affiliates
of SouthTrust. The shares of SouthTrust Common Stock to be issued to
affiliates of Lake State may be resold only pursuant to an effective
registration statement, pursuant to Rule 145 under the Securities Act (which,
among other things, permits the resale of securities subject to certain volume
limitations) or in transactions otherwise exempt from registration under the
Securities Act. SouthTrust will not be obligated and does not intend to
register its shares under the Securities Act for resale by shareholders who are
affiliates. Since the aggregate number of shares of SouthTrust Common Stock
issuable in the Merger is less than any applicable volume limitation under Rule
145, an affiliate of Lake State who otherwise complies with Rule 145, and
subject to the undertaking described below, will be free to resell, during any
given three-month period, all of the shares of SouthTrust Common Stock received
by such affiliate in the Merger.

In addition, at or prior to the Effective Time of the Merger, each
affiliate of Lake State will deliver to SouthTrust a letter agreement
pertaining to the limitations on the transferability of such affiliate's shares
of SouthTrust Common Stock acquired in the Merger, and whereby such affiliate
shall represent and warrant, among other things, that he or she shall not sell,
pledge, transfer, or otherwise dispose of such shares of SouthTrust Common
Stock (i) in violation of the Securities Act or the rules and regulations
thereunder, and (ii) until such time as financial results covering at least 30
days of combined operations of Lake State and SouthTrust have been published
within the meaning of Section 201.01 of the Commission's Codification of
Financial Reporting Policies.

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

9
<PAGE> 13

DIFFERENCES IN RIGHTS OF LAKE STATE SHAREHOLDERS

Upon consummation of the Merger, Lake State shareholders will become
SouthTrust stockholders. As a result, their rights as shareholders, which now
are governed by Florida corporate and banking law and Lake State's Articles of
Incorporation and Bylaws, will be governed by Delaware corporate law and
SouthTrust's Restated Certificate of Incorporation and Bylaws. Because of
certain differences between the provisions of Florida law and Delaware
corporate law and of Lake State's Articles of Incorporation and Bylaws and
SouthTrust's Restated Certificate of Incorporation and Bylaws, the current
rights of Lake State shareholders will change after the Merger. Some of these
differences include anti-takeover provisions applicable to SouthTrust. See
"COMPARISON OF THE COMMON STOCK OF SOUTHTRUST AND LAKE STATE."

ACCOUNTING TREATMENT

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

TAX TREATMENT

Lake State has received an opinion of Bradley, Arant, Rose & White to
the effect that, for federal income tax purposes, (i) the Merger will qualify
as a reorganization under Section 368(a)(1)(C) of the Internal Revenue Code of
1986, as amended (the "Code"); (ii) no gain or loss will be recognized by
holders of shares of Lake State Common Stock who receive SouthTrust Common
Stock in the Merger (except in connection with the receipt of cash in lieu of
fractional interests in shares of SouthTrust Common Stock); and (iii) the basis
of the SouthTrust Common Stock received by the shareholders of Lake State
pursuant to the Merger and the holding period therefor will be the same as the
basis and holding period of the Lake State Common Stock surrendered in exchange
therefor. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."

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

10
<PAGE> 14

EQUIVALENT SHARE DATA

The following summary presents comparative historical unaudited per
share data for both SouthTrust and Lake State. The pro forma amounts assume
the Merger was effective as of the commencement of the periods presented and
was accounted for as a pooling of interests. SouthTrust's pro forma amounts
represent the combined pro forma results, and Lake State pro forma equivalent
amounts are computed by multiplying the pro forma amounts by a factor of 0.84
to reflect the exchange ratio in the Merger of 0.84 shares of SouthTrust Common
Stock for each share of Lake State Common Stock. The data presented should be
read in conjunction with the historical financial statements and the related
notes thereto included elsewhere herein or incorporated by reference herein.

<TABLE>
<CAPTION>
Years Ended
December 31,
----------------------------------
1995 1994 1993
--------- --------- --------
<S> <C> <C> <C>
Net income per common share:
SouthTrust $ 2.36 $ 2.15 $ 1.94
Lake State 1.62 1.41 1.20
SouthTrust pro forma combined 2.36 2.14 1.93
Lake State pro forma equivalent 1.98 1.80 1.62

Cash dividends per common share:
SouthTrust $ 0.80 $ 0.68 $ 0.60
Lake State 0.55 0.40 0.00
SouthTrust pro forma combined(1) 0.80 0.68 0.60
Lake State pro forma equivalent 0.67 0.57 0.50
</TABLE>

<TABLE>
<CAPTION>
Year Ended
December 31, 1995
----------------------------------
<S> <C>
Book value per common share (period end):
SouthTrust $ 16.28
Lake State 11.33(2)
SouthTrust pro forma combined 16.27
Lake State pro forma equivalent 13.67

- -------------------------------------------
</TABLE>
(1) SouthTrust pro forma combined dividends represent historical cash
dividends of SouthTrust.

(2) Includes an adjustment pursuant to FAS 115 for unrealized gains and
losses in the available-for-sale securities portfolio.

11
<PAGE> 15

SELECTED FINANCIAL DATA

The following tables set forth certain selected historical
consolidated financial information for SouthTrust and certain selected
historical financial information for Lake State. The historical income
statement data included in the selected financial data for the five most recent
fiscal years are derived from audited consolidated financial statements of
SouthTrust and audited financial statements of Lake State. This information
should be read in conjunction with the consolidated financial statements of
SouthTrust and financial statements of Lake State, and the related notes
thereto, included in documents included elsewhere herein or incorporated herein
by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."

SOUTHTRUST CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
(in thousands except per share data):
Interest income $1,484,623 $1,108,612 $ 927,551 $ 828,080 $ 823,725
Interest expense 791,423 501,067 397,743 382,930 474,453
---------- ---------- --------- --------- ---------
Net interest income 693,200 607,545 529,808 445,150 349,272
Provision for loan losses 61,286 44,984 45,032 43,305 38,042
---------- ---------- --------- --------- ---------
Net interest income after
provision for loan losses 631,914 562,561 484,776 401,845 311,230
Non-interest income 208,664 184,778 174,702 136,683 108,881
Non-interest expense 536,534 485,999 434,951 373,636 296,796
---------- ---------- --------- --------- ---------
Income before income taxes 304,044 261,340 224,527 164,892 123,315
Provision for income taxes 105,039 88,338 73,992 50,646 33,309
---------- ---------- --------- --------- ---------
Net income 199,005 173,002 $ 150,535 $ 114,246 $ 90,006
========== ========== ========= ========= =========

Net income per common share
and common share equivalent $ 2.36 $ 2.15 $ 1.94 $ 1.66 $ 1.42
Cash dividends declared
per common share 0.80 0.68 0.60 0.52 0.48
Average common shares and common
share equivalents outstanding 84,401 80,628 77,772 68,948 63,255

BALANCE SHEET DATA (at period end)
(in millions):
Total assets $ 20,787.0 $ 17,632.1 $14,708.0 $12,714.4 $10,158.1
Total loans net of unearned income 14,448.5 11,950.2 9,448.3 7,546.6 5,965.0
Total deposits 14,575.1 12,801.2 11,515.4 10,082.3 8,277.2
Total stockholders' equity 1,430.9 1,135.3 1,051.8 860.4 662.0
</TABLE>

12
<PAGE> 16

LAKE STATE BANK

Income before taxes 818 490 380 140 47
Income Tax (Expense) 306 44 0 0 0
--------- --------- ------- -------- ---------
Net income $ 512 $ 446 $ 380 $ 140 $ 47
========= ========= ======= ======== =========

Per Share Amounts:
Net Income $ 1.62 $ 1.41 $ 1.20 $ 0.44 $ 0.15
Cash dividends declared per share 0.55 0.40 - - -
Shares outstanding at period end 316 316 316 316 316

BALANCE SHEET DATA (at period end)
(in thousands):
Total assets $ 28,179 $ 23,649 $23,498 $ 21,260 $ 20,762
Total loans net of unearned income 18,466 15,752 15,267 13,567 12,325
Total deposits 24,077 20,261 20,462 18,669 17,905
Total stockholders' equity 3,583 3,195 2,988 2,545 2,404
</TABLE>

*includes loan fee income of: 1995 - $83
1994 - $61
1993 - $51

13
<PAGE> 17

THE MERGER

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

PARTIES TO THE MERGER

SouthTrust

SouthTrust is a regional bank holding company headquartered in
Birmingham, Alabama. As of December 31, 1995, SouthTrust had consolidated
total assets of approximately $20.8 billion. Following the enactment of
Alabama's interstate banking legislation in 1987, SouthTrust has pursued a
strategy of acquiring banks and financial institutions throughout the areas of
Florida, Georgia, Mississippi, North Carolina, South Carolina and Tennessee and
offers a full range of banking services through 11 bank subsidiaries operating
more than 478 offices. SouthTrust, through its bank-related subsidiaries,
also offers a range of other services, including mortgage banking services,
data processing services and securities brokerage services. The largest bank
subsidiary of SouthTrust is SouthTrust Bank of Alabama, N.A., Birmingham,
Alabama (the oldest predecessor of which was incorporated in 1887), which had
approximately $11.1 billion in total assets as of December 31, 1995. Of
SouthTrust's approximately $20.8 billion in assets as of December 31, 1995,
approximately $11.16 billion were in Alabama, approximately $4.10 billion were
in Georgia, and approximately $3.77 billion were in Florida.

SouthTrust has pursued a strategy of acquiring banks and financial
institutions in or near major metropolitan markets in Florida, Georgia,
Mississippi, North Carolina, South Carolina and Tennessee. The purpose of this
strategy is to give SouthTrust business development opportunities in
metropolitan markets with favorable prospects for growth of population and per
capita income growth.

During 1995, SouthTrust effected acquisitions of seven financial
institutions, with total assets of approximately $713.0 million. In addition,
during the first three months of 1996 SouthTrust has effected three
acquisitions of financial institutions, with total assets of approximately
$1.286 billion. The following table presents certain information with respect
to transactions which are currently pending as of the date of this Proxy
Statement/Prospectus, including the Merger:

<TABLE>
<CAPTION>
Total Total Total
Institution Location Assets Deposits Loans(1)
- ----------------- -------- ------ -------- -----
(in millions)
<S> <C> <C> <C> <C>
Lake State Bank Lutz, Florida $28.2(2) $24.1(2) $18.5(2)
Prime Bank Boynton Beach, Florida 83.0 75.0 58.0
First State Bank of Florida Deltona, Florida 88.4 81.7 61.3
Heritage Bancshares, Inc. Naples, Florida 89.4 73.8 64.9
</TABLE>

- ---------------------------
(1) Net of unearned income
(2) As of December 31, 1995

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

14
<PAGE> 18

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

Lake State

Lake State was organized under the laws of the State of Florida on
February 1, 1988, for the purpose of engaging in the commercial banking
business. Lake State operates out of a single office in Lutz, Florida. Lake
State is not a member of the Federal Reserve System but is a member of and its
deposits are insured by the Bank Insurance Fund ("BIF") of the FDIC. Lake
State is subject to comprehensive regulation, examination and supervision by
the FDIC and the Florida Department. See "SUPERVISION AND REGULATION" and
"CERTAIN INFORMATION CONCERNING THE BUSINESS OF LAKE STATE."

The business of Lake State consists primarily of attracting deposits
from the general public and using these funds, as well as loan repayments and
borrowings, to originate loans, primarily for individuals and small businesses.
Lake State's primary market areas for loans and deposits are Pasco County,
Florida and Hillsborough County, Florida, and the total population of these
areas was approximately 299,000 and 865,000, respectively, as of April 1994.

Lake State maintains its principal executive offices at 21780 State
Road 54, Lutz, Florida 33549, and the telephone number at such office is (813)
948-2265.

SouthTrust of Florida, Inc.

ST-Florida, a Florida corporation, is a wholly-owned subsidiary of
SouthTrust. It owns the banking subsidiaries of SouthTrust which are located
in Florida, including ST-Bank.

SouthTrust Bank of Florida

ST-Bank is a national banking association with its main office located
in St. Petersburg, Florida. As of December 31, 1995, ST-Bank operated 135
branch offices in Florida.

GENERAL

The Merger Agreement has been approved by the members of the Boards of
Directors of Lake State, SouthTrust, ST-Florida and ST-Bank, and by ST-Florida
as the sole shareholder of ST-Bank. No approval of the Merger by the
stockholders of SouthTrust or ST-Florida is required.

Pursuant to the Merger Agreement, Lake State will be merged with and
into ST-Bank pursuant to the Florida Financial Institutions Code and the
National Bank Act, and ST-Bank will be the Surviving Corporation. Upon the
effectiveness of the Merger, each outstanding share of Lake State Common Stock
will be converted into the right to receive 0.84 shares of SouthTrust Common
Stock, subject to rights of dissent. No fractional shares of SouthTrust Common
Stock will be issued in the Merger, and, in lieu thereof, each holder of shares
of Lake State Common Stock who otherwise would have been entitled to receive a
fractional share of SouthTrust Common Stock will be entitled to receive a cash
payment in an amount equal to the product of (i) the fractional interest of a
share of SouthTrust Common Stock to which such holder otherwise would have been
entitled and (ii) the last sales price of such share of SouthTrust Common Stock
as reported by Nasdaq on the last trading day preceding the Effective Time of
the Merger.

Subject to the satisfaction or waiver of the conditions contained in
the Merger Agreement, the Merger Agreement provides that the Effective Time of
the Merger will occur as soon as practicable after the later to occur of (i)
the approval of the transactions pursuant to the Merger Agreement by all
required regulatory authorities, (ii) the expiration of 15 days, or such
longer period in the event that the OCC receives adverse comments regarding the
Merger from the Attorney General of the United States (including any extension
thereof), after the approval by the OCC during which the Justice Department
fails to object to the Merger, and (iii) approval by the shareholders of Lake
State of the Merger. The Merger will become effective on the date and at the
time on which the Merger is deemed effective by the OCC.

15
<PAGE> 19

BACKGROUND OF THE MERGER; REASONS FOR MERGER; RECOMMENDATION OF THE BOARD OF
DIRECTORS OF LAKE STATE

In November 1995, representatives of the Board of Directors of Lake
State were approached by representatives of ST-Bank regarding a possible
acquisition of Lake State. Discussions between such representatives regarding
a possible business combination continued between November 1995 and January
1996.

During this time, representatives of SouthTrust and Lake State
conducted various due diligence activities and negotiated the terms and
conditions to be included in a definitive merger agreement. At a Board of
Directors meeting held on { }, the Board of Directors of Lake State
met to review and consider the Merger Agreement. At such Board of Directors
meeting, all of the directors of Lake State present at the meeting voted to
approve the Merger and the Merger Agreement, with such changes as the President
and Chief Executive Officer of Lake State determined, in consultation with
legal counsel and consistent with the terms of the Merger Agreement and the
discussions at the meeting, would be appropriate. The Merger Agreement between
Lake State and ST-Bank, joined in by SouthTrust and ST-Florida, was executed as
of February 12, 1996, and, subsequent thereto, the members of the Board of
Directors of Lake State approved the Merger and the execution and delivery of
the Merger Agreement. All of the directors and officers of Lake State have
advised Lake State that, as of the date of the Proxy Statement/Prospectus, they
intend to vote for the approval of the Merger Agreement.

The 0.84 shares of SouthTrust Common Stock to be exchanged for each
share of Lake State Common Stock reflect prices that were negotiated on an
arm's-length basis between representatives of Lake State and representatives of
SouthTrust. There was no affiliation, relationship, understanding or
transaction between Lake State and its representatives, on one hand, and
SouthTrust and ST-Bank, and their representatives, on the other hand, prior to
the execution of the Merger Agreement.

SouthTrust is engaging in the transactions pursuant to the Merger
because the Merger is consistent with its expansion strategy within the
southeastern United States and because the acquisition of Lake State will
augment SouthTrust's existing market share in the west Florida banking market
and enhance its competitive position in such market.

INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER

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<PAGE> 20

Pursuant to the Agreement, appropriate steps shall be taken to
terminate all employee benefit plans of Lake State as of the Effective Time of
the Merger or as promptly as practicable thereafter. Following the termination
of all such employee benefit plans, and subject to certain conditions described
below, SouthTrust has agreed that the officers and employees of Lake State who
SouthTrust or any of its affiliates employs shall be eligible to participate in
the employee benefits plans of SouthTrust, including welfare and fringe benefit
plans, on the same basis as and subject to the same conditions as are
applicable to any newly-hired employee of SouthTrust; provided, however, that
(a) 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 Lake State'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 (b) credit for each such employee's past service with Lake
State prior to the Effective Time of the Merger shall be given by SouthTrust to
employees for purposes of: (i) determining vacation and sick leave benefits
and accruals, in accordance with the established policies of SouthTrust; and
(ii) establishing eligibility for participation in, and vesting under,
SouthTrust's employee benefits plans (including welfare and fringe benefit
plans but such credit for past service shall not be given to any such employee
for purposes of establishing eligibility for participation in the 1990
Discounted Stock Plan of SouthTrust), and for purposes of determining the
scheduling of vacations and other determinations which are made based on length
of service; SouthTrust has further agreed that for purposes of determining
eligibility to participate in, and vesting in accrued benefits under the
SouthTrust Corporation Revised Retirement Income Plan (the "Retirement Plan")
and SouthTrust Corporation Employees' Profit Sharing Plan (the "Profit Sharing
Plan"), employment with Lake State shall be credited as if it were employment
with SouthTrust, but such service shall not be credited for the purposes of
determining benefit accrual under the Retirement Plan.

EFFECT OF MERGER ON LAKE STATE COMMON STOCK

At the Effective Time of the Merger, each outstanding share of Lake
State Common Stock, other than shares of Lake State Common Stock held by
shareholders who have dissented from the Merger, as discussed below, and shares
of Lake State Common Stock held in Lake State's treasury, shall be converted
into the right to receive 0.84 shares of SouthTrust Common Stock which exchange
ratio is subject to appropriate adjustment in the event of stock splits and
stock dividends effected by SouthTrust. No fractional shares of SouthTrust
Common Stock will be issued in the Merger, and, in lieu thereof, each holder of
a share of Lake State Common Stock that otherwise would have been entitled to
receive a fractional share of SouthTrust Common Stock will be entitled to
receive a cash payment in an amount equal to the product of (i) the fractional
interest of a share of SouthTrust Common Stock to which such holder otherwise
would have been entitled, and (ii) the last sales price of such share of
SouthTrust Common Stock as reported on Nasdaq on the last trading day
immediately preceding the Effective Time of the Merger.

Because the exchange ratio of shares of SouthTrust Common Stock for
Lake State Common Stock is fixed, it will not compensate Lake State's
shareholders for decreases in the market price of SouthTrust Common Stock which
could occur before the Effective Time of the Merger. In the event the market
price of SouthTrust Common Stock decreases, the value of the SouthTrust Common
Stock to be received in the Merger in exchange for Lake State Common Stock
would decrease. Lake State's shareholders are advised to obtain current market
quotations for and information regarding SouthTrust Common Stock and Lake State
Common Stock. On { }, 1996, the most recent date practicable preceding the
date of this Proxy Statement/Prospectus, the last sales price of SouthTrust
Common Stock was ${ } per share. In the event the market price of
SouthTrust Common Stock increases, the value of the SouthTrust Common Stock to
be received in the Merger in exchange for Lake State Common Stock would
increase. Lake State's shareholders are advised to obtain current market
quotations for and information regarding SouthTrust Common Stock and Lake State
Common Stock. No assurance can be given as to the market price of SouthTrust
Common Stock or the value of Lake State Common Stock on the date of the
Effective Time of the Merger or as to the market price of SouthTrust Common
Stock thereafter.

EFFECTIVE TIME OF THE MERGER

The Merger will become effective after the receipt of final approval
from the OCC and acknowledgement by the OCC of the effectiveness of the Merger.
The Merger Agreement provides that the parties thereto will cause such Articles
of Merger and notice of Merger to be filed after each of the conditions to
consummation of the Merger has been satisfied or waived. The Merger cannot
become effective until Lake State's shareholders have approved the Merger
Agreement and all required regulatory approvals and actions have been obtained
and taken. Subject to

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<PAGE> 21

satisfaction of the conditions contained in the Merger Agreement, the parties
currently anticipate that the Merger will become effective on or before
{ }, 1996 although there can be no assurance as to whether or when the Merger
will become effective.

EXCHANGE OF STOCK CERTIFICATES

As soon as practicable after the Effective Time of the Merger,
SouthTrust will deliver the total consideration to be paid by SouthTrust for
the shares of Lake State Common Stock to such institution as SouthTrust may
designate, which institution will act as the exchange agent for the transaction
(the "Exchange Agent"). As promptly as practicable after the Effective Time of
the Merger, the Exchange Agent shall send a letter of transmittal to each
former holder of record of shares of Lake State Common Stock for use in
exchanging their certificates formerly representing shares of Lake State Common
Stock for exchange and conversion in accordance with the procedures provided
for therein and in the Merger Agreement. The letter of transmittal will
contain detailed instructions concerning the manner of executing and submitting
such stock certificates. At the Effective Time of the Merger, the holders of
shares of Lake State Common Stock will cease to be shareholders of Lake State
and will have no voting or other rights with respect to shares of Lake State
Common Stock, other than the right to receive in the Merger shares of
SouthTrust Common Stock upon surrender of the stock certificates respecting
their shares of Lake State Common Stock. As of the Effective Time of the
Merger and except as otherwise indicated below, all holders of shares of Lake
State Common Stock shall be deemed to be holders of the shares of SouthTrust
Common Stock into which such shares of Lake State Common Stock shall have been
converted in the Merger, whether or not they surrender the stock certificates
representing their shares of Lake State Common Stock. Such holders shall be
entitled to all dividends or distributions in respect of shares of SouthTrust
Common Stock where the record date for the payment of such dividends or
distributions occurs on or after the Effective Time of the Merger; however, no
such dividends or distributions shall be paid to holders of any unsurrendered
certificate or certificates representing Lake State Common Stock, and
SouthTrust shall not be obligated to deliver any of the consideration to which
any holder of Lake State Common Stock is entitled as a result of the Merger or
any cash payment in lieu of a fractional interest in SouthTrust Common Stock
until such holder surrenders the certificate or certificates representing Lake
State Common Stock as provided for in the Merger Agreement. Until the stock
certificates evidencing the shares of Lake State Common Stock are surrendered
pursuant to the Merger Agreement, no stock certificates representing shares of
SouthTrust Common Stock will be delivered or remitted to such holders, and,
until such holders become record holders of SouthTrust Common Stock, such
holders shall not be entitled to vote the shares of SouthTrust Common Stock
received in the Merger. In addition, holders of shares of Lake State Common
Stock will not be entitled to receive any interest respecting any dividends or
distributions payable in respect of shares of SouthTrust Common Stock, and
SouthTrust, after the lapse of the appropriate time period and in accordance
with the applicable laws of escheat or abandoned property, may remit any
unclaimed funds or unclaimed stock certificates representing shares of
SouthTrust Common Stock to state officials under the applicable laws of escheat
or abandoned property.

RESALE OF SOUTHTRUST COMMON STOCK RECEIVED IN THE MERGER

At or prior to the Effective Time of the Merger, each such person
deemed an affiliate of Lake State will deliver to SouthTrust a letter agreement
pertaining to the limitations on the transferability of such affiliate's shares
of SouthTrust Common Stock acquired in the Merger, and whereby such affiliate
shall represent and warrant, among other things, that he or she shall not sell,
pledge, transfer, or otherwise dispose of such shares of SouthTrust Common
Stock (i) in violation of the Securities Act or the rules and regulations
thereunder, and (ii) until such time

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<PAGE> 22

as financial results covering at least 30 days of combined operations of Lake
State and SouthTrust have been published within the meaning of Section 201.01
of the Commission's Codification of Financial Reporting Policies.

ACCOUNTING TREATMENT

The Merger will be accounted for by SouthTrust as a pooling of
interests. Under the pooling of interests method of accounting, the recorded
amounts of the assets and liabilities of Lake State and SouthTrust will be
carried forward at their previously recorded amounts. For information
concerning certain restrictions to be imposed on the transferability of the
shares of SouthTrust Common Stock received by the affiliates of Lake State in
the Merger in order, among other things, to assure the availability of pooling
of interests accounting treatment, see "Resale of SouthTrust Common Stock
Received in the Merger."

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

The Merger is subject to approval by the OCC. Accordingly, assuming
that all conditions to the Merger contained in the Merger Agreement are
satisfied or waived and that the Merger Agreement has not been terminated, the
Merger Agreement provides that the Merger shall be consummated as soon as
practicable following the later to occur of (i) the approval of the
transactions pursuant to the Merger Agreement by all required regulatory
authorities, including the OCC, and (ii) approval by the shareholders of Lake
State of the Merger Agreement.

On April 2, 1996, ST-Bank filed with the OCC an application seeking
approval to merge Lake State with ST-Bank. The application to the OCC was is
expected to be approved on or about May 31, 1996. Following OCC approval there
is a 15 day waiting period during which the Merger may not be consummated and
during which the Justice Department may challenge the Merger of Lake State into
ST-Bank on antitrust grounds. This period is expected to expire on or about
June 15, 1996.

There can be no assurance that any applicable regulatory authority
will approve or take other required action with respect to the Merger or as to
the date of such regulatory approval or other action. SouthTrust and Lake
State are not aware of any governmental approvals or actions that are required
in order to consummate the Merger except as described above. Should such other
approval or action be required, it is contemplated that SouthTrust and Lake
State would seek such approval or action. There can be no assurance as to
whether or when any such other approval or action, if required, could be
obtained.

In addition to receipt of all necessary regulatory approvals and the
expiration of all required notice and waiting periods following the granting of
such approvals, and the approval of the Merger Agreement by the requisite vote
of the shareholders of Lake State, consummation of the Merger is subject to the
satisfaction of certain other conditions on or before the Effective Time of the
Merger. Such additional conditions include, among others, the following:

(a) the Proxy Statement/Prospectus shall have been filed
with the Commission and shall have been cleared thereby or otherwise
authorized for mailing, and the Registration Statement shall have been
filed with and declared effective by the Commission and shall not be
the subject of any stop order or proceedings seeking any stop order;

(b) the accuracy of the representations and warranties of
SouthTrust, ST-Florida, ST-Bank and Lake State made in the Merger
Agreement and the performance, in all material respects, of their
respective obligations thereunder;

(c) There shall be no actual or threatened causes of
action, investigations or proceedings (i) challenging the validity or
legality of the Merger Agreement or the consummation of the
transactions contemplated by the Merger Agreement, or (ii) seeking
damages in connection with the transactions contemplated by the Merger
Agreement, or (iii) seeking to restrain or invalidate the transactions
contemplated by the Merger Agreement which, in the case of (i) through
(iii) and in the reasonable judgment of either SouthTrust or Lake
State, based on advice of counsel, would have a material adverse
effect with respect to the interests of SouthTrust or Lake State as
the case may be;

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<PAGE> 23

(d) there shall not have been any action taken, or any
statute, rule, regulation or order enacted, entered, enforced or
deemed applicable to the Merger, by any Regulatory Authority (as
defined in the Merger Agreement) which, in connection with the grant
of any Consent (as defined in the Merger Agreement) by any Regulatory
Authority, imposes any materially 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 Lake State 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
Lake State 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 materially 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;

(e) there shall have been no: (i) determination by Lake
State that any fact, event or condition exists or has occurred that,
in the judgment of Lake State, (A) would have a material adverse
effect on the condition of SouthTrust on a consolidated basis or the
consummation of the transactions contemplated by the Merger Agreement,
or (B) would render the Merger or the other transactions contemplated
by the Merger Agreement impractical because of any state of war,
national emergency, banking moratorium, or a general suspension of
trading on Nasdaq, the New York Stock Exchange, Inc. or other national
securities exchange; or (ii) determination by SouthTrust that any
fact, event or condition exists or has occurred, that, in the judgment
of SouthTrust, (A) would have a material adverse effect on the
condition of Lake State or the consummation of the transactions
contemplated by the Merger Agreement, (B) would be of such
significance with respect to the business or economic benefits
expected to be obtained by SouthTrust pursuant to the Merger Agreement
to render inadvisable the consummation of the transaction, (C) would
be materially adverse to the interests of SouthTrust on a consolidated
basis, or (D) would render the Merger or the other transactions
contemplated by the Merger Agreement impractical because of any state
of war, national emergency, banking moratorium or general suspension
of trading on Nasdaq, the New York Stock Exchange, Inc. or other
national securities exchange;

(f) all employment agreements between Lake State and any
executive or employee thereof, if any, shall have been terminated;

(g) the total number of shares of Lake State Common Stock
outstanding as of the Effective Time of the Merger (exclusive of any
shares of Lake State Common Stock held in the treasury of Lake State)
including any securities or rights convertible into or exchangeable
for shares of Lake State Common Stock, shall not exceed 316,332 shares
in the aggregate;

(h) the holders of not more than five percent (5%) of the
outstanding shares of Lake State Common Stock shall have elected to
exercise their right to dissent from the Merger and demand payment in
cash for the fair or appraised value of their shares;

(i) each party shall have obtained the consent or
approval of each person (other than Consents of Regulatory
Authorities) whose consent or approval shall be required in connection
with the transactions contemplated by the Merger Agreement;

(j) SouthTrust shall have received an opinion of legal
counsel to Lake State concerning certain aspects of the transactions
contemplated by the Merger Agreement; and

(k) Lake State shall have received an opinion of legal
counsel to SouthTrust concerning certain aspects, including certain
tax aspects, of the transactions contemplated by the Merger Agreement.

At any time prior to the Effective Time of the Merger, any party to
the Merger Agreement may waive any default in the performance of any term of
the Merger Agreement by another party, may waive or extend the time for the
compliance or fulfillment by the other of any and all of the other's conditions
under the Merger Agreement,

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<PAGE> 24

or may waive any or all of the conditions contained therein to its own
obligations, except any condition which, if not satisfied, would result in the
violation of any law or any applicable governmental regulation. In addition,
the Merger Agreement may be amended by written instruments signed on behalf of
each of the parties thereto.

TERMINATION

The Merger Agreement may be terminated at any time prior to the
Effective Time of the Merger by:

(a) the mutual consent in writing of SouthTrust, ST-FL, ST-Bank
and Lake State;

(b) either SouthTrust, ST-FL and ST-Bank or Lake State, if the
Merger shall not have occurred on or prior to October 31, 1996 (provided that
the terminating party is not then in breach of any representation, warranty,
covenant or other agreement contained in the Merger Agreement);

(c) either SouthTrust or Lake State (provided that the terminating
party is not then in breach of any representation, warranty, covenant or other
agreement contained in the Merger Agreement), 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 Lake State set
forth in the Merger Agreement or is a material breach of any covenant or
agreement of Lake State contained in the Merger Agreement, (B) has a material
adverse effect or can be reasonably foreseen to have a material adverse effect
upon the Condition of Lake State on a consolidated basis or upon the
consummation of the transactions contemplated by the Merger Agreement, (C)
would be materially adverse to the interests of SouthTrust and ST-FL on a
consolidated basis, (D) would be of such significance with respect to the
business or economic benefits expected to be obtained by SouthTrust under the
Merger Agreement so as to render inadvisable consummation of the transactions
contemplated in the Merger Agreement, (E) renders the Merger or the other
transactions contemplated by the Merger Agreement impractical because of any
state of war, national emergency, banking moratorium or general suspension of
trading on Nasdaq, the New York Stock Exchange, Inc. or any other national
securities exchange; or (ii) there shall be any litigation or threat of
litigation (A) challenging the validity or legality of the Merger Agreement or
the consummation of the transactions contemplated by the Merger Agreement, (B)
seeking damages in connection with the consummation of the transactions
contemplated by the Merger Agreement or (C) seeking to restrain or invalidate
the consummation of the transactions contemplated by the Merger Agreement; or

(e) by Lake State if (i) Lake State shall have determined that any
fact, event or condition exists that, in the judgment of Lake State, (A) is
materially at variance with any warranty or representation of SouthTrust, ST-FL
or ST-Bank contained in the Merger Agreement or is a material breach of any
covenant or agreement of SouthTrust, ST-FL or ST-Bank contained in the Merger
Agreement, or (B) has a material adverse effect or can be reasonably seen to
have a material adverse effect upon the consummation of the transactions
contemplated by the Merger Agreement, (ii) there shall be any litigation or
threat of litigation (A) challenging the validity or legality of the Merger
Agreement or the consummation of the transactions contemplated by the Merger
Agreement, (B) seeking damages in connection with the consummation of the
transactions contemplated by the Merger Agreement or (C) seeking to restrain or
invalidate the consummation of transactions contemplated by the Merger
Agreement, or (iii) Lake State shall have determined that any fact, event or
condition exists that, in the judgment of Lake State, would render the Merger
and the other transactions contemplated by the Merger Agreement impractical
because of any state of war, national emergency, banking moratorium or general
suspension of trading on Nasdaq, the New York Stock Exchange, Inc. or other
national securities exchange.

CERTAIN EXPENSES

The Merger Agreement provides that the parties thereto shall bear
their own expenses incurred in connection with consummating the transactions
contemplated thereby.

RIGHTS OF DISSENT AND APPRAISAL

A shareholder of Lake State may dissent from the Merger and receive in
cash the appraised value, as of the Effective Time of the Merger, of the shares
of Lake State Common Stock held by such shareholder pursuant

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<PAGE> 25

to Section 215a of the United States Code (the "Dissent Provisions"). Section
215a of the United States Code is the controlling provision relating to the
dissent rights of Lake State shareholders in light of Section 658.41(2) of the
Florida Banking Code which provides that federal, rather than Florida law, will
be controlling in the merger of a Florida bank into a national bank. The
appraised value of the Lake State Common Stock may differ from the
consideration that a shareholder of Lake State is entitled to receive in the
Merger. The following is a summary of the Dissent Provisions, the full text of
which is set forth as Exhibit B to this Proxy Statement/Prospectus.

Under the Dissent Provisions, a shareholder of Lake State may dissent
from the Merger by (i) voting against the Merger or by giving notice in writing
at or prior to the Special Meeting to Lake State that the shareholder dissents
from the Merger Agreement, and (ii) making a written request to ST-Bank to
receive the fair value of the shares of Lake State Common Stock, which request
is required to be made within thirty days of the Effective Time of the Merger
and to be accompanied by the surrender of the shareholder's stock certificates.

The value of the shares of any dissenting shareholder shall be
determined as of the Effective Time of the Merger by an appraisal made by a
committee of three persons, composed of one person selected by the holders of a
majority of the shares of Lake State Common Stock for which rights of dissent
are being asserted, one selected by the Board of Directors of ST-Bank and the
third selected by the other two. The valuation agreed upon by any two of the
three appraisers shall govern. However, if the value so fixed is not
satisfactory to any dissenting shareholder who has requested payment, that
shareholder may, within five days after being notified of the appraised value
of his shares, appeal to the Comptroller of the Currency, who shall cause a
reappraisal to be made which shall be final and binding as to the value of the
shares of the dissenting shareholder who has appealed to the Comptroller.

If, within ninety days from the Effective Time of the Merger, for any
reason one or more of the three appraisers is not selected as provided by the
Dissent Provisions, or the appraisers shall fail to determine the value of the
shares, the Comptroller shall upon written request of any interested party
cause an appraisal to be made which shall be final and binding on all parties.
In any event, the value of shares ascertained under the Dissent Provisions
shall be promptly paid to the dissenting shareholders by ST-Bank. In addition,
the SouthTrust Common stock that would have been delivered to the dissenting
shareholders but for their dissent may, if required by law, be sold at an
advertised public auction at which SouthTrust may bid. If the shares are
auctioned and are sold at a price greater than that paid to the dissenting
shareholders, such excess amount would be remitted to the dissenting
shareholders. The OCC has taken the position that a shareholder may dissent as
to less than all of the shares of stock owned by such shareholder. The
expenses of the Comptroller in making the reappraisal or the appraisal, as the
case may be, shall be paid by ST-Bank.

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

CONDUCT OF BUSINESS BY LAKE STATE PENDING THE MERGER

The Merger Agreement provides that, until the Effective Time of the
Merger, Lake State 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 Lake State 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 the Merger Agreement.

The Merger Agreement further provides that, until the Effective Time
of the Merger, except as required by law or regulation or contemplated by the
Merger Agreement, Lake State 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 Lake State;

(ii) change the number of shares of the authorized, issued or
outstanding capital stock of Lake State, including any
issuance, purchase, redemption, split,

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<PAGE> 26

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 Lake State, declare, set aside or pay any
dividend or other distribution with respect to the outstanding
capital stock of Lake State;

(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
$10,000, or in the aggregate in excess of $25,000 other than
pursuant to binding commitments existing on December 31, 1995
and disclosed in a Disclosure Schedule delivered pursuant to
Article III of the Merger 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 $25,000; 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; or grant any material increases in fees or other
increases in compensation or in other benefits to any of its
directors; or effect any change in any material respect in
retirement benefits to any class of employees or officers,
except as required by law;

(vii) enter into or extend any agreement, lease or license relating
to real property, personal property, data processing or
bankcard functions relating to Lake State 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 Lake State in a fiduciary capacity.

Lake State has also agreed that it will not, acting through any
director or officer or other agent, nor authorize or knowingly permit any
officer, director or employee of, or any investment banker, attorney,
accountant or other representative retained by Lake State 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 Lake State, Lake State shall promptly advise
SouthTrust orally and in writing of any such inquiries or proposals received by
Lake State after the date of the Agreement. For the purposes of the Agreement,
"takeover proposal" shall mean any proposal for a merger or other business
combination involving Lake State or for the acquisition of a substantial
significant equity interest in Lake State or for the acquisition of a
substantial significant portion of the assets of Lake State.

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BUSINESS AND MANAGEMENT OF LAKE STATE FOLLOWING THE MERGER; PLANS FOR BUSINESS
OF LAKE STATE

Upon consummation of the Merger, Lake State will be merged into
ST-Bank, with ST-Bank being the Surviving Corporation in the Merger. As of the
Effective Time of the Merger, it is anticipated that the Board of Directors of
the Surviving Corporation shall consist of those persons who are serving as
directors of ST-Bank as of the Effective Time of the Merger, and such other
persons as may be designated in writing by SouthTrust at or prior to the
Effective Time of the Merger. It is further anticipated that the officers of
the Surviving Corporation shall be those persons serving as officers of ST-Bank
as of the Effective Time of the Merger, and such other persons as may be
designated in writing by SouthTrust at or prior to the Effective Time of the
Merger.

After the Effective Time of the Merger, the present main office of
Lake State will become a full service branch of ST-Bank and the operations of
Lake State will be integrated into the operations of ST-Bank, with efforts
directed toward preserving the existing customer and banking relationships of
Lake State as a part of ST-Bank.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

THE FOLLOWING DISCUSSION IS A SUMMARY OF CERTAIN ANTICIPATED FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER TO HOLDERS OF LAKE STATE COMMON STOCK WHO
ARE CITIZENS OF THE UNITED STATES. IT DOES NOT DISCUSS ALL THE TAX
CONSEQUENCES THAT MAY BE RELEVANT TO HOLDERS OF LAKE STATE COMMON STOCK
ENTITLED TO SPECIAL TREATMENT UNDER THE CODE (SUCH AS INSURANCE COMPANIES,
DEALERS IN SECURITIES, TAX-EXEMPT ORGANIZATIONS OR FOREIGN PERSONS) OR TO
HOLDERS OF LAKE STATE COMMON STOCK WHO ACQUIRED THEIR LAKE STATE COMMON STOCK
PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS
COMPENSATION. THE SUMMARY SET FORTH BELOW DOES NOT PURPORT TO BE A COMPLETE
ANALYSIS OF ALL POTENTIAL TAX EFFECTS OF THE TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT OR THE MERGER ITSELF.

EACH HOLDER OF LAKE STATE COMMON STOCK IS URGED TO CONSULT HIS OR HER
OWN TAX AND FINANCIAL ADVISOR AS TO THE EFFECT OF SUCH FEDERAL INCOME TAX
CONSEQUENCES ON HIS OR HER OWN PARTICULAR FACTS AND CIRCUMSTANCES, AND ALSO AS
TO ANY STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES ARISING OUT OF THE
MERGER.

Neither SouthTrust, ST-Bank, ST-Florida, nor Lake State has requested
or will receive an advance ruling from the Internal Revenue Service ("IRS") as
to any of the federal income tax effects to holders of Lake State Common Stock
of the Merger or of any of the federal income tax effects to SouthTrust,
ST-Bank, ST-Florida or Lake State of the Merger. Instead, Lake State will rely
upon an opinion of Bradley, Arant, Rose & White as to the federal income tax
consequences of the Merger to the holders of Lake State Common Stock. The
opinion of Bradley, Arant, Rose & White is based entirely upon the Code,
regulations now in effect thereunder, current administrative rulings and
practice, and judicial authority, all of which are subject to change. Unlike a
ruling from the IRS, an opinion is not binding on the IRS and there can be no
assurance, and none is hereby given, that the IRS will not take a position
contrary to one or more positions reflected herein or that the opinion will be
upheld by the courts if challenged by the IRS.

In the opinion of Bradley, Arant, Rose & White, which opinion is based
upon various representations and subject to various assumptions and
qualifications, the following federal income tax consequences to the holders of
Lake State Common Stock will result from the Merger:

(i) For federal income tax purposes the Merger will be viewed as
an acquisition by ST-Florida of substantially all of the
assets of Lake State solely in exchange for SouthTrust Common
Stock and the assumption of all the liabilities of Lake State
by ST-Florida, followed by the transfer of the assets of Lake
State to ST-Bank and the assumption by ST-Bank of the
liabilities of Lake State.

(ii) The acquisition by ST-Florida of substantially all of the
assets of Lake State in exchange solely for shares of
SouthTrust Common Stock and the assumption by ST-Florida of
Lake State's liabilities, as described above, will constitute
a reorganization within the meaning of section 368(a)(1)(C) of
the Code. Pursuant to Section 368(a)(2)(C) of the Code, the
acquisition by ST-Florida of substantially all of the assets
of Lake State will not be disqualified under Section

24
<PAGE> 28

368(a)(1)(C) of the Code solely by reason of the fact that the
assets of Lake State that were acquired by ST-Florida are
transferred to ST-Bank. SouthTrust, ST-Florida and Lake State
each will be a "party to a reorganization" within the meaning
of Section 368(b) of the Code.

(iii) No gain or loss will be recognized by the shareholders of Lake
State upon the receipt of SouthTrust Common Stock solely in
exchange for their shares of Lake State Common Stock.

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

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

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

(vii) The payment of cash to a Lake State shareholder in lieu of
issuing a fractional share interest in SouthTrust Common Stock
will be treated for federal income tax purposes as if the
fractional share actually was issued as part of the Merger and
then was redeemed by SouthTrust. This cash payment will be
treated as having been received as a distribution in full
payment in exchange for the stock redeemed as provided in
Section 302(a) of the Code, provided that such redemption is
not essentially equivalent to a dividend.

The opinion of Bradley, Arant, Rose & White is rendered solely with
respect to certain federal income tax consequences of the Merger under the
Code, and does not extend to the income or other tax consequences of the Merger
under the laws of any State or any political subdivision of any State; nor does
it extend to any tax effects or consequences of the Merger to SouthTrust,
ST-Florida or ST-Bank other than those expressly stated in the opinion.
Furthermore, no opinion is expressed as to the federal or state tax treatment
of the transaction under any other provisions of the Code and regulations, or
about the tax treatment of any conditions existing at the time of, or effects
resulting from, the transaction that are not specifically covered by the
opinion. A copy of the tax opinion of Bradley, Arant, Rose & White is attached
to this Proxy Statement/Prospectus as Exhibit C.

DESCRIPTION OF SOUTHTRUST CAPITAL STOCK

GENERAL

The authorized capital stock of SouthTrust consists of 300,000,000
shares of common stock, par value $2.50 per share (referred to throughout this
Proxy Statement/Prospectus as "SouthTrust Common Stock"), and 5,000,000 shares
of Preferred Stock, par value $1.00 per share ("SouthTrust Preferred Stock").
As of December 31, 1995, 88,398,198 shares of SouthTrust Common Stock were
issued and outstanding, exclusive of shares held as treasury stock, and no
shares of SouthTrust Preferred Stock were outstanding. In addition, 500,000
shares of SouthTrust Preferred Stock designated as Series A Junior
Participating Preferred Stock were reserved for issuance upon the exercise of
certain rights described below under "SouthTrust Common Stock--Stockholder
Rights Plan."

Since SouthTrust is a holding company, the right of SouthTrust, and
hence the right of creditors and stockholders of SouthTrust, to participate in
any distribution of assets of any subsidiary (including SouthTrust Bank of
Alabama, N.A.) upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of SouthTrust itself as a creditor of the subsidiary
may be recognized.

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<PAGE> 29

The following summary does not purport to be complete and is subject
in all respects to the applicable provisions of the General Corporation Law of
the State of Delaware and SouthTrust's Restated Certificate of Incorporation,
including the Certificate of Designation describing the Series A Junior
Participating Preferred Stock.

SOUTHTRUST COMMON STOCK

Dividend Rights

Holders of SouthTrust Common Stock are entitled to dividends when, as
and if declared by SouthTrust's Board of Directors out of funds legally
available therefor. Under Delaware law, SouthTrust may pay dividends out of
surplus (whether capital surplus or earned surplus) or net profits for the
fiscal year in which declared or for the preceding fiscal year, even if its
surplus accounts are in a deficit position. The sources of funds for payment
of dividends by SouthTrust are its subsidiaries. Because its primary
subsidiaries are banks, payments made by such subsidiaries to SouthTrust are
limited by law and regulations of the bank regulatory authorities. See "MARKET
AND DIVIDEND INFORMATION RESPECTING THE COMMON STOCK OF SOUTHTRUST AND LAKE
STATE."

Voting Rights and Other Matters

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

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

Liquidation Rights

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

Provisions with Respect to Board of Directors

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

26
<PAGE> 30

Special Vote Requirements for Certain Amendments to Restated Certificate of
Incorporation

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

Possible Effects of Special Provisions

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

Stockholder Rights Plan

On February 22, 1989, the Board of Directors of SouthTrust declared a
dividend to holders of SouthTrust Common Stock of record on March 6, 1989 (the
"Record Date") of one right (a "Right"; collectively, the "Rights") for, and to
be attached to, each share of SouthTrust Common Stock outstanding on the Record
Date. Each Right entitles the holder thereof to purchase from SouthTrust one
one-hundredth of a share of SouthTrust Preferred Stock designated as the Series
A Junior Participating Preferred Stock ("Series A Preferred Stock") at a
purchase price of $75.00 (the "Purchase Price"). Such resolutions also provide
that as long as the Rights are attached to shares of SouthTrust Common Stock as
provided in the Rights Agreement referred to below, the appropriate number of
Rights shall be issued with each share of SouthTrust Common Stock issued after
March 6, 1989. The number of Rights attached to or to be issued with each
share of SouthTrust Common Stock as well as the redemption price for each such
Right, were appropriately decreased as a result of a three-for-two stock split
effected by SouthTrust on January 24, 1992, and a three-for-two stock split
effected by SouthTrust on May 19, 1993. Accordingly, at the present time
four-ninths of a Right is attached to each share of SouthTrust Common Stock and
four-ninths of a right will be issued with each share of SouthTrust Common
Stock exchanged in the merger for Lake State Common Stock.

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

In the event that (i) SouthTrust's Board of Directors determines that
a person is an Adverse Person; (ii) SouthTrust is the surviving corporation in
a merger with an Acquiring Person and SouthTrust's Common Stock remains
outstanding and unchanged and is not exchanged for securities of the Acquiring
Person or other property; (iii) an Acquiring Person receives a financial
benefit or advantage, through certain self-dealing transactions involving
SouthTrust, greater than that received by other stockholders of SouthTrust or
that which would have resulted from arms-length negotiations; (iv) a person
becomes the beneficial owner of 30% or more of the outstanding SouthTrust
Common Stock (except pursuant to a "Fair Offer" as determined by the
Disinterested Directors); or (v) while there

27
<PAGE> 31

is an Acquiring Person, an event involving SouthTrust or any of its
subsidiaries occurs which results in the Acquiring Person's proportionate
ownership interest being increased by more than 1%, each holder of a Right will
have the right to receive, upon payment of the Purchase Price, in lieu of
Series A Preferred Stock, a number of shares of SouthTrust Common Stock (or, in
certain circumstances, cash or other property) having a value equal to twice
the Purchase Price. Rights are not exercisable following the occurrence of any
of the events set forth in this paragraph until the expiration of the period
during which the Rights may be redeemed by SouthTrust as described below.
Notwithstanding the foregoing, after the occurrence of any of the events set
forth in this paragraph, Rights that are (or, under certain circumstances,
Rights that were) beneficially owned by an Acquiring Person or an Adverse
Person will be null and void.

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

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

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

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

Transfer Agent

The transfer agent for SouthTrust Common Stock is Chemical Mellon
Shareholder Services, L.L.C.

SOUTHTRUST PREFERRED STOCK

General

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

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<PAGE> 32

(iv) SouthTrust Common Stock not being entitled to share in SouthTrust's assets
upon liquidation until satisfaction of any liquidation preference granted
SouthTrust Preferred Stock. While the ability of SouthTrust to issue
SouthTrust Preferred Stock is, in the judgment of SouthTrust's Board of
Directors, desirable in order to provide flexibility in connection with
possible acquisitions and other corporate purposes, its issuance could impede
an attempt by a third party to acquire a majority of the outstanding voting
stock of SouthTrust.

Series A Junior Participating Preferred Stock

In connection with the adoption of the Stockholder Rights Plan
described above, SouthTrust's Board of Directors designated 500,000 shares of
SouthTrust's authorized but unissued SouthTrust Preferred Stock as Series A
Junior Participating Preferred Stock (which has been previously referred to as
the "Series A Preferred Stock"). The terms of the Series A Preferred Stock are
such that one share of Series A Preferred Stock will be approximately
equivalent in terms of dividend and voting rights, before adjustment for the
three-for-two stock split effective on January 24, 1992 and a further
three-for-two stock split effective on May 19, 1993, to 100 shares of
SouthTrust Common Stock. No shares of Series A Preferred Stock have been
issued as of the date of this Proxy Statement/Prospectus.

MARKET AND DIVIDEND INFORMATION RESPECTING THE
COMMON STOCK OF SOUTHTRUST AND LAKE STATE

COMPARATIVE STOCK PRICES PER SHARE

The following table sets forth certain information as to the high and
low last sales price per share of SouthTrust Common Stock for the calendar
quarters indicated. The information listed below with respect to the high and
low last sales prices for SouthTrust Common Stock was obtained from Nasdaq and
reflects interdealer prices, without retail markup, markdown or commissions,
and may not represent actual transactions.

<TABLE>
<CAPTION>
SouthTrust
Common Stock
---------------------
High Low
---- ---
<S> <C> <C> <C>
1994:
First Quarter . . . . . . . . . $19 5/8 $17 7/8
Second Quarter . . . . . . . . . 22 1/8 18 1/8
Third Quarter . . . . . . . . . 21 7/8 19 3/8
Fourth Quarter . . . . . . . . . $20 1/4 17
1995:
First Quarter . . . . . . . . . $21 3/8 $18
Second Quarter . . . . . . . . . 23 3/8 20 5/8
Third Quarter . . . . . . . . . 27 1/4 23
Fourth Quarter . . . . . . . . . 26 24 3/8
1996:
First Quarter . . . . . . . . . $27 3/4 $25 1/4
</TABLE>

Shares of Lake State Common Stock are not actively traded, and
such trading activity, as it occurs, takes place in privately negotiated
transactions. During the last two years, the sales price of shares of Lake
State Common Stock of which Lake State had knowledge ranged from $11.00 to
$13.00 per share. The last sale of Lake State Common Stock of which Lake State
had knowledge occurred in December, 1995, at a price of $13.00 per share.

On { } 1996 and { }, 1996 (the trading days
immediately before and after the public announcement of the proposed Merger),
the last sales prices of SouthTrust Common Stock, as obtained from Nasdaq, were
${ } and ${ }, respectively; and on { }, 1996, the last sales
price of SouthTrust Common Stock as obtained from Nasdaq was ${ }.

29
<PAGE> 33

DIVIDENDS

On January 3, 1995 Lake State paid its first annual dividend of
$0.40 per share for the year ended December 31, 1994. On December 14, 1995 a
cash dividend was declared of $0.55 per share for the year ended December 31,
1995, payable on January 2, 1996. Pursuant to the Merger Agreement, Lake State
may not declare, set aside or pay any dividend during the pendency of the
Merger Agreement. If the Merger Agreement is terminated, Lake State intends to
continue to pay dividends in a manner generally consistent with its recent past
practice. As discussed below, the payment of dividends by a Florida banking
corporation such as Lake State, are subject to various regulatory restrictions
and, in any event, are declared and paid in the discretion of the Board of
Directors of Lake State. See "COMPARISON OF THE COMMON STOCK OF SOUTHTRUST AND
LAKE STATE - Dividends." The following table sets forth the cash dividends per
share declared on SouthTrust Common Stock during the periods indicated:

<TABLE>
<CAPTION>
Dividends Declared
per share of
SouthTrust Common Stock
-----------------------
<S> <C>
1994:
First Quarter . . . . . . . . . . . . . . . $ 0.17
Second Quarter . . . . . . . . . . . . . . 0.17
Third Quarter . . . . . . . . . . . . . . . 0.17
Fourth Quarter . . . . . . . . . . . . . . 0.17

1995:
First Quarter . . . . . . . . . . . . . . . $ 0.20
Second Quarter . . . . . . . . . . . . . . 0.20
Third Quarter . . . . . . . . . . . . . . . 0.20
Fourth Quarter . . . . . . . . . . . . . . 0.20

1996:
First Quarter. . . . . . . . . . . . . . . $ 0.22
</TABLE>

Dividends paid by SouthTrust on the SouthTrust Common Stock are at the
discretion of SouthTrust's Board of Directors and depend upon the restrictions
on the payment of dividends by banks as described below, SouthTrust's earnings
and financial condition and other relevant factors. The current policy of
SouthTrust is to pay dividends on a quarterly basis. Subject to an evaluation
of its earnings and financial condition and other factors, including the
restrictions on the payment of dividends by banks described below, SouthTrust
anticipates that it will continue to pay regular quarterly dividends with
respect to the SouthTrust Common Stock.

There are certain limitations on the payment of dividends to
SouthTrust by its subsidiary banks. The amount of dividends that each
subsidiary national bank of SouthTrust may declare in one year, without
approval of the Office of the Comptroller of the Currency (the "OCC"), is the
sum of the bank's net profits for that year and its retained net profits for
the preceding two years. Under the rules of the OCC, the calculation of net
profits is more restrictive under certain circumstances. The banking
authorities in the states where SouthTrust owns state-chartered banks also
regulate the payment of dividends by banks organized in such states. Under the
Alabama Banking Code, a state bank may not declare or pay a dividend in excess
of 90% of the net earnings of such bank until the surplus of the bank is equal
to at least 20% of its capital, and thereafter the prior written approval of
the Superintendent of Banks is required if the total of all dividends declared
by the bank in any calendar year exceeds the total of its net earnings for that
year combined with its retained net earnings for the preceding two years. No
dividends, withdrawals or transfers may be made from the bank's surplus without
prior written approval of the Superintendent of Banks.

Under the Florida Financial Institutions Code, a state bank may not
declare or pay a dividend at any time which its net income from the current
year combined with the retained net income from the preceding two years is a
loss or which would cause the capital accounts of the bank to fall below the
minimum amount required by state and federal banking laws and regulations.

30
<PAGE> 34

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

Under the North Carolina Banking Code, a state chartered bank with
common stock in excess of $15,000 may not declare a dividend until the surplus
is equal to at least 50% of the amount of common stock.

The South Carolina Banking Code provides that, before a state
chartered bank can pay a dividend, approval must be obtained from the South
Carolina Commissioner of Banking.

Under the Tennessee Banking Code, a state bank may not declare
dividends in excess of 90% of the net earnings during the past year until the
surplus is equal to the amount of common stock.

The Mississippi Banking Code provides that no state bank may declare
or pay any dividend upon its common stock unless it has received the written
approval of the Commissioner of Banking and Consumer Finance.

Under the foregoing laws and regulations, at December 31, 1995,
approximately $332.8 million was available for payment of dividends to
SouthTrust by its bank subsidiaries.

SHAREHOLDERS

As of December 31, 1995, there were approximately 190 holders of
record of Lake State Common Stock.

COMPARISON OF THE COMMON STOCK
OF
SOUTHTRUST AND LAKE STATE

The rights of Lake State's shareholders are governed by the Articles
of Incorporation of Lake State, the Bylaws of Lake State and the laws of the
State of Florida. The rights of SouthTrust shareholders are governed by the
Restated Certificate of Incorporation of SouthTrust, the Bylaws of SouthTrust
and the laws of the State of Delaware. After the Merger becomes effective, the
rights of Lake State's shareholders who become SouthTrust shareholders will be
governed by the laws of the State of Delaware and by SouthTrust's Restated
Certificate of Incorporation and Bylaws. The following summary of the rights
of the holders of shares of SouthTrust Common Stock and the holders of shares
of Lake State Common Stock is qualified in its entirety by reference to the
Restated Certificate of Incorporation and Bylaws of SouthTrust, the Articles of
Incorporation and Bylaws of Lake State, the General Corporation Law of the
State of Delaware, the Florida Financial Institutions Code and the Florida
Business Corporation Act.

DIVIDENDS

The sources of funds for payments of dividends by SouthTrust are its
subsidiaries. Because Lake State and the primary subsidiaries of SouthTrust
are financial institutions, payments made by such subsidiaries to SouthTrust
and by Lake State to its shareholders are limited by law and regulations of the
bank regulatory authorities. See "DESCRIPTION OF SOUTHTRUST CAPITAL
STOCK--SouthTrust Common Stock--Dividend Rights" and "MARKET AND DIVIDEND
INFORMATION RESPECTING THE COMMON STOCK OF SOUTHTRUST AND LAKE
STATE--Dividends" for information concerning the effect of such limitations on
SouthTrust's and Lake State's ability to pay dividends. The General
Corporation Law of the State of Delaware provides that, subject to any
restrictions in the corporation's certificate of incorporation, dividends may
be declared from the corporation's surplus or, if there is no surplus, from its
net profits for the fiscal year in which the dividend is declared and the
preceding fiscal year. Dividends may not be declared, however, if the
corporation's capital has been diminished to an amount less than the aggregate
amount of all capital represented by the issued and outstanding stock of all
classes having a preference upon the distribution of assets. The Florida
Financial Institutions Code provides that a Florida banking corporation may
declare dividends equal to the net profits of the period to which such
dividends relate plus its retained net profits of the preceding two years.
Further, with the approval of the Florida Department, a bank may declare a
dividend from retained net profits which accrued prior to the preceding two
years. Notwithstanding the foregoing, at least 20% of the bank's net profits
must be carried over to the bank's surplus fund

31
<PAGE> 35

until the surplus fund shall equal at least the amount of its common and
preferred stock then issued and outstanding. In any event, no bank may declare
any dividend at a time at which its net income for the current year, combined
with the retained net income for the preceding two years, is a loss or which
would cause the capital accounts of the bank to fall below the minimum amounts
required by state or federal law.

VOTING RIGHTS AND OTHER MATTERS

The holders of shares of Lake State Common Stock and the holders of
shares of SouthTrust Common Stock are each entitled to one vote per share on
all matters brought before the shareholders. The holders of the shares of
SouthTrust Common Stock and Lake State Common Stock do not have the right to
cumulate their votes in the election of directors.

The Restated Certificate of Incorporation of SouthTrust provides that
in the event of a transaction or a series of transactions with an Interested
Stockholder (generally defined as a holder of more than 10% of the voting stock
of SouthTrust or an affiliate of such a holder) pursuant to which SouthTrust
would be merged into or with another corporation or securities of SouthTrust
would be issued in a transaction which would permit control of SouthTrust to
pass to another entity, or similar transactions having the same effect,
approval of such transaction requires the vote of the holders of 70% of the
outstanding voting securities of SouthTrust, except in cases in which either
certain price criteria and procedural requirements are satisfied or the
transaction is recommended to the shareholders by a majority of the members of
the Board of Directors of SouthTrust who are unaffiliated with the Interested
Stockholder and who were directors before the Interested Stockholder became an
Interested Stockholder.

SouthTrust is subject to Section 203 of the Delaware General
Corporation Law. That section generally provides that a corporation may not
engage in a business combination, except with extraordinary corporate approval,
with any person deemed to be an "interested stockholder" for a period of three
years following the date that the stockholder became an interested stockholder.
An "interested stockholder" is defined as any person who directly or indirectly
owns 15% or more of the outstanding voting stock of the corporation within the
three-year period beginning immediately prior to the date on which such
determination is made. The extraordinary corporate approval must consist of
board approval prior to the time the person became an interested stockholder or
approval of the transaction by the board of directors and at least two-thirds
of the outstanding voting stock which is not owned by the interested
stockholder; in the absence of such approval, the interested stockholder must
own at least 85% of the voting stock of the corporation.

Section 607.0901 of the Florida Business Corporation Act is a similar
provision. It provides that an affiliated transaction must be approved by,
subject to certain exceptions, the vote of the holders of two-thirds of the
voting shares of the Florida corporation other than those beneficially owned by
an interested shareholder. An affiliated transaction includes any merger with
an interested shareholder or any corporation which is an affiliate of the
interested shareholder, any significant sale or mortgage of assets of the
corporation to the interested shareholder and other transactions of similar
effect. The Florida provision defines an interested stockholder as a
beneficial owner of 10% or more of the outstanding voting shares of the
corporation. Because Lake State has fewer than 300 shareholders the provision
is not applicable to it. In any event, the provision is not applicable to the
Merger because ST-Bank is not an "interested shareholder".

In addition, Florida Business Corporation Act Section 607.0902 limits
the ability of persons to acquire prescribed amounts of voting securities of
issuing public corporations, such as Lake State. The statute provides that any
person who proposes to make a control share acquisition must follow certain
procedures, including giving notice of the intent to acquire stock and calling
a meeting of shareholders at which such acquisition must be approved by
resolution of a majority of shareholders of each class entitled to vote
thereon. Otherwise, the acquired control shares shall be divested of voting
rights and shall be subject to redemption, if so provided in the articles of
incorporation or bylaws of the corporation. In addition, those shareholders
not voting in favor of a control share acquisition may exercise rights of
dissent. For purposes of this statute, a "control share acquisition" means the
acquisition, directly or indirectly, by any person of as few as one-fifth of
all voting power of the corporation, subject to certain exceptions. No similar
provision exists under the General Corporation Law of the State of Delaware or,
to the knowledge of SouthTrust, is otherwise applicable to SouthTrust Common
Stock. The Florida control share provision is not applicable to the Merger
because it is a merger and because the Merger has been approved by the Board of
Directors of Lake State.

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<PAGE> 36

The effect of the business combination and affiliated transactions
provisions, respectively, is to make more difficult the acquisition of majority
control of a corporation for the use of its assets to finance such acquisition.
The Florida control share statute which is applicable to Lake State discourages
tender offers for stock where the purpose of such tender offers is to obtain
voting control of the corporation.

The Bylaws of SouthTrust provide that the members of the Board of
Directors are to be divided into three classes, which classes are as nearly
equal in number as possible. Each class has been elected for a three-year
term. At each annual meeting of shareholders, one-third of the members of the
Board of Directors will be elected for a three-year term, and the other
directors will remain in office. Therefore, control of the Board of Directors
cannot be changed in one year, and at least two annual meetings must be held
before a majority of the members of the Board of Directors can be changed. But
for this provision in the Bylaws, all directors would stand for election at
each annual meeting. The Bylaws of Lake State provide that the Board of
Directors of Lake State shall hold one-year terms and shall be elected annually
at a meeting of the shareholders called for such purpose.

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

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

Under the General Corporation Law of the State of Delaware (unless
otherwise provided in the certificate of incorporation), any action required or
permitted to be taken by the stockholders of a corporation may be taken without
a meeting and without a stockholder vote if a written consent is signed by the
holders of the shares of outstanding stock having the requisite number of votes
that would be necessary to authorize such action at a meeting of stockholders
at which all shares entitled to vote thereon were present and voted. Under
the Restated Certificate of Incorporation of SouthTrust, action by the written
consent of the stockholders is prohibited. Further, under the Restated
Certificate of Incorporation and Bylaws of SouthTrust, the stockholders are not
permitted to call a special meeting of stockholders or to require that the
Board of Directors call such a meeting. Under the Florida Business Corporation
Act, any action required or permitted to be taken by the shareholders of a
corporation may be taken without a meeting and without a shareholder vote if a
written consent is signed by the holders of the percentage of outstanding
capital stock necessary to take such action thereto. Under the Bylaws of Lake
State, any action taken by the Board of Directors without a meeting is a valid
action if either before or after such action is taken, all members of the Board
sign a written consent as to such action.

The portions of the Restated Certificate of Incorporation of
SouthTrust described in certain of the preceding paragraphs may be amended only
by the affirmative vote of the holders of 70% of the outstanding voting stock
of SouthTrust. The Bylaws of Lake State may be amended by a vote of the
majority of the Board of Directors or by the shareholders of Lake State.

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

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<PAGE> 37

RIGHTS ON LIQUIDATION

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

PREEMPTIVE RIGHTS

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

REPORTS TO STOCKHOLDERS

The SouthTrust Common Stock is registered under the Exchange Act, and,
therefore, SouthTrust is required to provide annual reports containing audited
financial statements to shareholders and to file other reports with the
Commission and solicit proxies in accordance with the rules of the Commission.
SouthTrust also provides reports to its shareholders on an interim basis
containing unaudited financial information.

The Lake State Common Stock is not registered under the Exchange Act.
Lake State provides its shareholders with annual reports containing audited
financial statements of Lake State. In addition, Lake State regularly files
reports with the FDIC and the Florida Department, certain of which may be
inspected by the public.

STOCKHOLDERS' RIGHTS PLAN

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

SUPERVISION AND REGULATION

Bank Holding Company Regulation

SouthTrust is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended (the "Holding Company Act"), and is
registered with the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"). SouthTrust's banking subsidiaries are subject to
restrictions under federal law which limit the transfer of funds by the
subsidiary banks to their respective holding companies and nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments
or asset purchases. Such transfers by any subsidiary bank to its holding
company or any non-banking subsidiary are limited in amount to 10% of the
subsidiary bank's capital and surplus and, with respect to SouthTrust and all
such nonbanking subsidiaries, to an aggregate of 20% of such bank's capital and
surplus. Furthermore, such loans and extensions of credit are required to be
secured in specified amounts. The Holding Company Act also prohibits, subject
to certain exceptions, a bank holding company from engaging in or acquiring
direct or indirect control of more than 5% of the voting stock of any company
engaged in non-banking activities. An exception to this prohibition is for
activities expressly found by the Federal Reserve Board to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto.

As a bank holding company, SouthTrust is required to file with the
Federal Reserve Board semi-annual reports and such additional information as
the Federal Reserve Board may require. The Federal Reserve Board may also make
examinations of SouthTrust and each of its subsidiaries.

According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and
to commit resources to support each such subsidiary. This support may be
required at times when a bank holding company may not be able to provide such
support. Furthermore, in the event of a loss suffered or anticipated by the
FDIC -- either as a result of default of a banking or thrift

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<PAGE> 38

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

Various federal and state statutory provisions limit the amount of
dividends the subsidiary banks can pay to their holding companies without
regulatory approval. The approval of the OCC is required for any dividend by a
national bank to its holding company if the total of all dividends declared by
such bank in any calendar year would exceed the total of its net profits, as
defined by the OCC, for that year combined with its retained net profits for
the preceding two years less any required transfers to surplus or a fund for
the retirement of any preferred stock. Comparable prohibitions on the
declaration of dividends are imposed by the Alabama Banking Code, the Florida
Financial Institutions Code, the North Carolina Banking Code, the South
Carolina Banking Code, the Tennessee Banking Code and the Financial
Institutions Code of Georgia. In addition, a national bank may not pay a
dividend in an amount greater than its net profits then on hand after deducting
its loan losses and bad debts. For this purpose, bad debts are defined to
include, generally, the principal amount of loans which are in arrears with
respect to interest by six months or more or are past due as to payment of
principal (in each case to the extent that such debts are in excess of the
reserve for possible credit losses). Under the foregoing laws and regulations,
at December 31, 1995, approximately $332.8 million was available for payment of
dividends to SouthTrust by its bank subsidiaries. The payment of dividends by
any bank also may be affected by other factors, such as the maintenance of
adequate capital for such subsidiary bank. In addition to the foregoing
restrictions, the Federal Reserve Board has the power to prohibit dividends by
bank holding companies if their actions constitute unsafe or unsound practices.
The Federal Reserve Board has issued a policy statement on the payment of cash
dividends by bank holding companies, which expresses the Federal Reserve
Board's view that a bank holding company experiencing earnings weaknesses
should not pay cash dividends that exceed its net income or that could only be
funded in ways that weaken the bank holding company's financial health, such as
by borrowing. Furthermore, the OCC also has authority to prohibit the payment
of dividends by a national bank when it determines such payment to be an unsafe
and unsound banking practice.

Regulation of Lake State

Lake State is chartered by the State of Florida. It is subject to
comprehensive regulation, examination and supervision by the Florida Department
and the FDIC, and is subject to other laws and regulations applicable to banks.
Such regulations include limitations on loans to a single borrower and to its
directors, officers and employees; restrictions on the opening and closing of
branch offices; the maintenance of required capital and liquidity ratios; the
granting of credit under equal and fair conditions; disclosure of the cost and
terms of such credit; and restrictions as to permissible investments. Lake
State is examined periodically by both the Florida Department and the FDIC, to
each of whom it submits regular periodic reports regarding its financial
condition and other matters. Both the Florida Department and the FDIC have a
broad range of powers to enforce regulations under their respective
jurisdictions, and to take discretionary actions determined to be for the
protection of the safety and soundness of Lake State, including the institution
of cease and desist orders and the removal of directors and officers. Lake
State's deposit accounts are insured by the Bank Insurance Fund of the FDIC up
to a maximum of $100,000 per insured depositor. The FDIC issues regulations,
has authority to conduct periodic examinations, requires the filing of reports
and generally supervises the operations of its insured banks. This supervision
and regulation is intended primarily for the protection of depositors.

Any insured bank which is not operated in accordance with or does not
conform to FDIC regulations, policies and directives may be sanctioned for
non-compliance. Proceedings may be instituted against any insured bank or any
director, officer, or employee of such bank engaging in unsafe and unsound
practices, including the violation of applicable laws and regulations. The
FDIC has the authority to terminate insurance of accounts pursuant to
procedures established for that purpose.

Capital Guidelines

The Federal Reserve Board has issued risk-based capital guidelines for
bank holding companies. Under the guidelines, the minimum ratio of capital to
risk-weighted assets (including certain off-balance sheet items, such as
standby letters of credit) is 8%. To be considered a "well capitalized" bank
or bank holding company under the guidelines, a bank or bank holding company
must have a total risk-based capital ratio in excess of 10%. At December 31,
1995, SouthTrust and all of SouthTrust's subsidiary banks were sufficiently
capitalized to be considered "well capitalized." See "SUPERVISION AND
REGULATION - The Federal Deposit Insurance Corporation Improvement Act." At
least half of the total capital is to be comprised of common equity, retained

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<PAGE> 39

earnings and a limited amount of perpetual preferred stock, after subtracting
goodwill and certain other adjustments ("Tier 1 capital"). The remainder may
consist of perpetual debt, mandatory convertible debt securities, a limited
amount of subordinated debt, other preferred stock not qualifying for Tier 1
capital and a limited amount of loan loss reserves ("Tier 2 capital").
SouthTrust's national banking subsidiaries are subject to similar capital
requirements adopted by the OCC, and its state non-member bank subsidiaries are
subject to similar capital requirements adopted by the FDIC. In addition, the
Federal Reserve Board, the OCC and the FDIC have adopted a minimum leverage
ratio (Tier 1 capital to total assets) of 3%. Generally, banking organizations
are expected to operate well above the minimum required capital level of 3%
unless they meet certain specified criteria, including that they have the
highest regulatory ratings. Most banking organizations are required to maintain
a leverage ratio of 3% plus an additional cushion of at least 1% to 2%. The
guidelines also provide that banking organizations experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
upon intangible assets.

Lake State, as a state non-member bank, is subject to the capital
adequacy guidelines specified by the FDIC. In order to avoid being considered
undercapitalized, the FDIC requires Lake State to maintain a minimum Tier 1
capital of 4%, Tier 1 leverage ratio of at least 4% and total risk-based
capital of at least 8% of risk weighted assets. At December 31, 1995, Lake
State was sufficiently capitalized to be considered "well capitalized."

A depository institution may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital position if it
receives an unsatisfactory examination rating.

The following table sets forth the various regulatory capital ratios
of each of SouthTrust and Lake State as of the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------------------
SOUTHTRUST 1995 1994
---------- ---- ----
<S> <C> <C>
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . 7.76% 7.68%
Total risk-based capital* . . . . . . . . . . . . . . . 12.21 11.71
Leverage ratio* . . . . . . . . . . . . . . . . . . . . 6.35 6.10
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------------------
LAKE STATE 1995 1994
---------- ---- ----
<S> <C> <C>
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . 17.73% 19.30%
Total risk-based capital* . . . . . . . . . . . . . . . 18.98 20.55
Leverage ratio* . . . . . . . . . . . . . . . . . . . . 12.31 13.56
</TABLE>
- ---------------------
* Under the risk-based and leverage capital guidelines, regulatory required
minimums are 4% and 8% for Tier 1 and Total Capital ratios, respectively.
The leverage ratio must be maintained at a level generally considered to be
in excess of 3%.

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

The Federal Deposit Insurance Corporation Improvement Act

The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") substantially revised the depository institution regulatory and
funding provisions of the Federal Deposit Insurance Act and made revisions to
several other federal banking statutes. Among other things, FDICIA requires
the federal banking regulators to take prompt corrective action in respect of
depository institutions that do not meet minimum capital requirements. FDICIA
establishes five capital tiers: "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." A depository institution is well capitalized if it
significantly

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<PAGE> 40

exceeds the minimum level required by regulation for each relevant capital
measure, adequately capitalized if it meets each such measure, undercapitalized
if it fails to meet any such measure, significantly undercapitalized if it is
significantly below such measure and critically undercapitalized if it fails to
meet any critical capital level set forth in regulations. The critically
undercapitalized level occurs where tangible equity is less than 2% of total
tangible assets or less than 65% of the minimum leverage ratio to be prescribed
by regulation (except to the extent that 2% would be higher than such 65%
level). A depository institution may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital position if it
receives an unsatisfactory examination rating.

FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized as of depository institutions also became
subject to restrictions on borrowing from the Federal Reserve System, effective
as of December 19, 1993. In addition, undercapitalized depository institutions
are subject to growth limitations and are required to submit capital
restoration plans. A depository institution's holding company must guarantee
the capital plan, up to an amount equal to the lesser of 5% of the depository
institution's assets at the time it becomes undercapitalized or the amount of
the capital deficiency when the institution fails to comply with the plan. The
federal banking agencies may not accept a capital plan without determining,
among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the depository institution's capital. If a
depository institution fails to submit an acceptable plan, it is treated as if
it is significantly undercapitalized.

Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized depository institutions are subject to
appointment of a receiver or conservator.

FDICIA provides authority for special assessments against insured
deposits and for the development of a general risk-based deposit insurance
assessment system. The risk-based insurance assessment system would be used to
calculate a depository institution's semiannual deposit insurance assessment
based on the probability (as defined in the statute) that the deposit insurance
fund will incur a loss with respect to the institution.

Effective with fiscal years beginning after December 31, 1992, each
insured institution having over $500 million in total assets is required to
submit to the FDIC and make available to the public an annual report on the
institution's financial condition and management's responsibility and
assessment of the internal controls over financial reporting. The
institution's independent public accountant will be required to audit and
attest to certain of the statements made in that annual report.

FDICIA amended prior law with respect to the acceptance of brokered
deposits by insured depository institutions to permit only a "well capitalized"
(as defined in the statute as significantly exceeding each relevant minimum
capital level) depository institution to accept brokered deposits without prior
regulatory approval. A depository institution which has a capital level
category of "undercapitalized" may not accept brokered deposits without prior
regulatory approval. FDICIA also established new uniform disclosure
requirements for the interest rates and terms of deposits accounts.

FDICIA also contains various provisions related to an institution's
interest rate risk. Under certain circumstances, an institution may be
required to provide additional capital or maintain higher capital levels to
address interest rate risks.

The foregoing necessarily is a general description of certain
provisions of FDICIA and does not purport to be complete. Several of the
provisions of FDICIA are being implemented through the adoption of regulations
by various federal banking agencies. FDICIA is not expected to have a material
effect on the results of operations of SouthTrust or Lake State.

The Riegle-Neal Interstate Banking and Branching Efficiency Act

In September 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Banking Act") became law. The
Interstate Banking Act has two major provisions regarding the merger,
acquisition and operation of banks across state lines. First it provides that
effective September 29, 1995, adequately capitalized and managed bank holding
companies are permitted to acquire banks in any state. State laws prohibiting

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<PAGE> 41

interstate banking or discriminating against out-of-state banks will be
preempted as of the effective date. States cannot enact laws opting out of
this provision; however, states may adopt a minimum age restriction requiring
that target banks located within the state be in existence for a period of
years, up to a maximum of five years, before such bank may be subject to the
Interstate Banking Act. The Interstate Banking Act establishes deposit caps
which prohibit acquisitions that would result in the acquiror controlling 30%
or more of the deposits of insured banks and thrifts held in the state in which
the acquisition or merger is occurring or in any state in which the target
maintains a branch or 10% or more of the deposits nationwide. State-level
deposit caps are not preempted as long as they do not discriminate against
out-of-state acquirers, and the federal deposit caps apply only to initial
entry acquisitions.

In addition to the foregoing, the Interstate Banking Act provides that
as of June 1, 1997, adequately capitalized and managed banks will be able to
engage in interstate branching by merging banks in different states. However,
unlike the interstate banking provision, states may opt out of the application
of this provision by enacting specific legislation before June 1, 1997. If a
state does opt-out, banks will be required to comply with the such state's
provisions with respect to branching across state lines.

CERTAIN INFORMATION CONCERNING THE
BUSINESS OF LAKE STATE

GENERAL

Lake State was organized in 1988 as a banking corporation under the
laws of the State of Florida and began operation in July 1988 with the primary
purpose of serving the banking needs of the residents of Pasco County, Florida
and surrounding areas. Since its organization, Lake State has provided most
traditional commercial banking services including interest and non-interest
bearing checking and savings accounts, commercial, mortgage and installment
loans and certificates of deposit.

MARKET AREA

Lake State's sole office is located at 21780 State Road 54, Lutz,
Florida 33549. Though Lake State's address has been designated as Lutz,
Florida by the United States Postal Service, the physical location of the sole
office is in the unincorporated community of Land O'Lakes, Florida. Land
O'Lakes, Florida is located in Pasco County on the west coast of the State of
Florida and has a population of approximately 14,000 people. Lake State's
office is approximately 14 miles north of Tampa, Florida. At April 1994,
Pasco County, Florida and Hillsborough County, Florida had residential
populations of approximately 299,000 and 865,000 people, respectively. While
Lake State's overall market area extends throughout Pasco County and
Hillsborough County, at the present time it draws most of its business from
within central Pasco County and northwestern Hillsborough County, (the "Primary
Service Area") and estimates that more than 75% of its business comes from
customers whose business or residences are located in Lake State's Primary
Service Area. Lake State's Primary Service Area is the region bounded on the
east by U.S. Interstate Highway 75, on the north by State Road 52, on the west
by a number of different roads approximating the alignment of Gunn Highway, and
on the south by a number of different roads approximating the alignment of
Sunset Lane. The service area was determined by evaluating a number of factors
including but not limited to, natural and man-made barriers, competition in the
area, transportation networks and the distance persons will customarily travel
to conduct their banking business. Another consideration in determining the
service area was the fact that Land O'Lakes has been a focal point for business
activity and residential growth in Central Pasco County. Lake State intends,
for the near future, to service (with only a few exceptions) only residents and
businesses located in Pasco and Hillsborough Counties, but may choose to accept
some business from outside these areas.

DEPOSIT ACTIVITIES

Lake State's deposit services include interest bearing and
non-interest bearing business and individual checking accounts, savings
accounts, NOW accounts, certificates of deposit, money market accounts and IRA
accounts. It is the policy of Lake State to monitor its competition in order
to keep the rates paid on its deposits at a competitive level. For additional
information regarding Lake State's deposit accounts, see "LAKE STATE
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Deposits."

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<PAGE> 42

LOAN ACTIVITIES

Lake State invests certain of the deposits made with it and its equity
capital in commercial loans, mortgage loans and a full line of
consumer-oriented loans. Lake State's loans are concentrated in three major
areas: commercial loans, construction and real estate loans, and installment
loans. As of December 31, 1995, approximately 75% of the loan portfolio
consisted of loans collateralized by first or second mortgages on residential
or commercial real estate located in Pasco and Hillsborough Counties and the
surrounding areas.

Lake State's commercial loans include loans to individuals and
small-to-medium-sized businesses located primarily in Pasco and Hillsborough
Counties for working capital, equipment purchases, and various other business
purposes. Commercial loans may be made at variable or fixed rates of interest.
It is Lake State's policy to make commercial loans to qualified businesses
collateralized by inventory, account receivables, equipment, real property and
lines of credit.

Lake State's real estate loans are collateralized by mortgages and
consist primarily of loans to individuals and businesses for the purchase,
improvement of or investment in real estate and for various other consumer and
business purposes (whether or not related to the real estate securing them).
Lake State also engages in lending to individuals and builders for the
construction of single-family residences. These real estate loans may be made
at fixed or variable interest rates. It is Lake State's policy to require a
minimum of 20% down payment on commercial real estate loans.

Lake State's installment loan portfolio consists primarily of loans to
individuals for various consumer purposes, but includes some business purpose
loans which are payable on an installment basis.

For additional information regarding Lake State's loans portfolio, see
"LAKE STATE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Loan Portfolio" and "- Risk Elements of Loan
Portfolio."

OTHER SERVICES

Lake State provides most other traditional commercial and consumer
banking services, money orders, traveler's cheques, notary service, safe
deposit services and wire transfers. Lake State owns an automatic teller
machine (ATM) and offers debit cards to its customers which can be used at ATMs
which allow access to the HONOR network.

COMPETITION

The banking industry in general, and Lake State's Primary Service Area
in particular, is characterized by significant competition for both deposits
and lending opportunities. In its market area, Lake State competes with other
commercial banks, savings and loan associations, credit unions, finance
companies, mutual funds, insurance companies, brokerage and investment banking
firms and various other non-bank competitors. Competition for deposits may
have the effect of increasing the rates of interest Lake State will pay on
deposits, which would increase Lake State's cost of money and possibly reduce
its net income. Competition for loans may have the effect of lowering the rate
of interest Lake State will receive on its loans, which would lower Lake
State's return on invested assets and possibly reduce its net income. Many of
Lake State's competitors have been in existence for a significantly longer
period of time than Lake State and may offer certain services, such as trust
services, that Lake State does not provide at this time. The profitability of
Lake State depends upon its ability to compete in its market area.

In recent years important federal and state legislation has heightened
the competitive environment in which financial institutions must conduct their
business, and the potential for competition among financial institutions of all
types has increased significantly. See "SUPERVISION AND REGULATION - The
Riegle-Neal Interstate Banking and Branching Efficiency Act." There are
approximately 181 established or future offices of commercial banks and savings
and loan associations located in Hillsborough County and 94 established or
future offices of commercial banks and savings and loan associations located in
Pasco County.

39
<PAGE> 43

SELECTED FINANCIAL DATA OF LAKE STATE

Years Ended December 31,
(In Thousands) -----------------------------------------------------
1995 1994 1993 1992 1991
--------- --------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
Net Interest Income* $ 1,596 $ 1,294 $ 1,104 $ 933 $ 683
Provision for Loan Losses 11 30 28 43 78
Net Income 512 446 380 140 47
Per Share Data:
Net Income 1.62 1.41 1.20 0.44 0.15
Cash Dividends 0.55 0.40 0 0 0

Total Average Stockholders' Equity 3,452 3,124 2,726 2,414 2,370
Total Average Assets 27,757 24,073 22,550 21,223 18,220

Ratios:
Average Equity to Assets 12.44% 12.98% 12.09% 11.37% 13.01%
Return on Average Equity 14.83 14.28 13.93 5.79 1.98
Return on Average Assets 1.84 1.85 1.69 0.66 0.26
</TABLE>

*Includes Bank Fees:
1995-$83
1994-$61
1993-$51
1992-$38
1991-$35

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

OVERVIEW

Lake State commenced operations on July 15, 1988, with $2,999,130 in
capital after deducting $115,061 of pre-opening expenses from the proceeds of
its initial stock offering. Lake State's activities since inception have
primarily consisted of accepting deposits and originating a variety of loans.
Lake State, as a local independent bank, follows a philosophy of developing its
equity and deposit base and focusing its lending activities within its market
area. Lake State's total assets increased from 1988 through 1995, though its
capital ratios declined from 1988 through 1990 due to the operating losses
which were incurred. See "Liquidity and Capital Resources." In January of
1991 Lake State's senior management was replaced. Since that time, Lake
State's total assets, total deposits and total loans (net) have grown as
follows:

(In Thousands)

<TABLE>
<CAPTION>
December 31, December 31, December 31, December 31,
1992 1993 1994 1995
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Total Assets $ 21,260 $ 23,498 $ 23,649 $ 28,179
Total Deposits 18,669 20,462 20,261 24,077
Total Loans, Net 13,344 15,058 15,518 18,196
</TABLE>

The following discussion and analysis is based upon Lake State's
results of operations and financial condition for the years ended December 31,
1995, 1994, 1993, and 1992 and should be read in conjunction with

40
<PAGE> 44

the Financial Statements of Lake State and the related Notes appearing
elsewhere in this Proxy Statement/Prospectus. Unless otherwise noted, all
average information has been derived from quarterly Call Reports filed by Lake
State with the FDIC.

RESULTS OF OPERATIONS

Lake State's net income for the year ended December 31, 1995 was
$511,641 versus net income of $446,118 for the year ended December 31, 1994.
Lake State had a net income of $379,638 for the year ended December 31, 1993.
On a per share basis, net income for the years ended December 31, 1995, 1994
and 1993 was $1.62, $1.41, and $1.20 per share, respectively.

The increase in net income from $379,638 in 1993 to approximately
$446,000 in 1994 generally resulted from decreases in non-earning assets and
litigation losses.

The increase in net income from $446,118 in 1994 to approximately
$512,000 in 1995 generally resulted from decreased costs from the operation of
other real estate ($11,028 in 1995 versus $89,614 in 1994), decreased loan
provisions ($11,000 in 1995 versus $30,000 in 1994), and an increase in the
interest rate spread from 5.13% in 1994 to 5.19% in 1995.

Net Interest Income. The major component of Lake State's earning
capacity is net interest income, which represents the difference or spread
between interest income on interest-earning assets, primarily loans, investment
securities and Federal funds sold, and interest expense on interest-bearing
liabilities, primarily deposits and borrowed funds. Net interest income
depends primarily on the volume of average interest-earning assets and average
interest-bearing liabilities and Lake State's interest rate spread, which is
the difference between the average yield earned on its loan and investment
portfolios and the average rate paid on its deposits and borrowings. Lake
State's interest rate spread is impacted by interest rates, deposit flows and
loan demands.

Lake State's net interest income was approximately $1,596,000 for the
year ended December 31, 1995, approximately $1,294,000 for the year ended
December 31, 1994, and approximately $1,104,000 for the year ended December 31,
1993, representing an increase of 23% from 1994 to 1995 and an increase of 17%
from 1993 to 1994. Lake State's interest rate spread was 5.19% for the year
ended December 31, 1995, 5.13% for the year ended December 31, 1994 and 4.83%
for the year ended December 31, 1993. The increase in the interest rate spread
for the year ended December 31, 1995 when compared to the year ended December
31, 1994 was due to the fact that the yields on average interest-earning assets
increased at a faster rate than the increase in the rates paid by Lake State on
its deposits and borrowings due to prevailing market conditions during the
period. Net interest income also increased during the comparable period due to
an increase in Lake State's total average interest-earning assets.

The increase in Lake State's interest rate spread from 4.90% in 1993
to 5.13% in 1994 is due to the fact that the yields on average interest-earning
assets increased, while the rates paid by Lake State on its deposits and
borrowings decreased as a result of prevailing market conditions during the
period. In addition, Lake State experienced an increase in its
interest-earning assets.

The following table shows for each category of interest-earning
liabilities, the average balance outstanding, the amount of interest earned or
paid on such amounts and the average yield earned or rate paid thereon for the
three years ended December 31, 1995, 1994 and 1993. The table also shows the
net yield on interest-earning assets for each of those periods.

41
<PAGE> 45

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------------------------------
1995 1994 1993
--------------------------- --------------------------- ---------------------------
Average Average Average
Balance Interest Yield/Rate Balance Interest Yield/Rate Balance Interest Yield/Rate
------- -------- ---------- ------- -------- ---------- ------- -------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Interest Earning Assets:
- -----------------------
Federal funds sold $ 1,555 $ 90 5.79% $ 1,172 $ 50 4.27% $ 1,278 $ 37 2.90%
Investment securities* 6,686 368 5.50% $ 5,238 $ 286 5.46% 4,737 309 6.52%
Loans net of
unearned income(2) $ 17,141 $ 1,884 10.99% $ 15,136 $ 1,487 9.82% 13,605 1,332 9.79%
-------- ------- ------ -------- -------- ----- ------- ------- -----

Total interest
Earning Assets $ 25,381 $ 2,342 9.23% $ 21,546 $ 1,823 8.46% $19,620 $ 1,678 8.55%

Non-Interest
- ------------
Earning Assets:
--------------
Cash/Due From $ 1,054 1,115 1,330
P&E, net 799 821 844
Accrued Interest
Receivable 176 152 144
OREO 143 427 649
Other Assets 49 35 50
Allowance for Loan
Loss (257) (225) (208)
-------- -------- -------
Total Assets $ 27,345 $ 23,871 $22,429
======== ======== =======

Interest Bearing
- ----------------
Liabilities:
-----------
Interest bearing demand $ 3,034 $ 54 1.78% $ 2,666 $ 48 1.80% $ 2,244 $ 43 1.92%
Money market deposits $ 3,772 $ 99 2.62% $ 3,173 $ 75 2.36% $ 2,966 $ 70 2.36%
Savings Deposits $ 1,392 $ 30 2.15% $ 1,294 $ 28 2.16% $ 1,212 $ 27 2.23%
Time deposits $ 10,304 $ 564 5.47% $ 8,749 $ 378 4.32% $ 9,218 $ 432 4.69%
-------- ------- ----- -------- -------- ---- ------- ------- ----
$ 18,502 $ 747 4.04% $ 15,882 $ 529 3.33% $15,640 $ 572 3.66%

Non-interest
- ------------
Liabilities:
-----------
Demand Deposits $ 5,161 $ 4,746 $ 3,990
Other Liabilities 203 93 76
-------- -------- -------
Total Liabilities 23,866 20,721 19,707
Total Shareholders'
Equity* 3,479 3,150 2,722
-------- -------- -------
Total Liabilities and
Shareholders' Equity $ 27,345 $ 23,871 $22,429
======== ======== =======

Net Interest Income $ 1,595 $ 1,294 $ 1,106
======== ======== =======

Interest Rate Spread 5.19% 5.13% 4.90%
====== ===== =====

Net Yield Interest
Earning Assets(1) 6.28% 6.01% 5.64%
====== ===== =====
</TABLE>

- --------------------------
(1) Net yield on interest-earning assets is determined by dividing net
interest income by total average interest-earning assets.
(2) Includes fees on loans of 1995: $83
1994: 61
1993: 51

*Excludes FASB 115 unrealized gains/losses on securities available for sale.

42
<PAGE> 46

The following table represents the effect on net interest income of
changes from prior comparable periods in volume, rate and rate/volume for the
categories of interest-earning assets and interest-bearing liabilities set
forth below and for the periods indicated. The effect of a change in volume
has been determined by applying the rate in the earlier period to the change in
volume during the current period. The effect of a change in rate was
determined by applying the change in the rate from the earlier period to the
volume from the earlier period. The rate/volume variance has been allocated to
the volume variance. Average quarterly balances of all categories in each
reported period were used in the volume computations. Average quarterly rates
in each period were used in rate computations.

<TABLE>
<CAPTION>
1995 Compared to 1994 1994 Compared to 1993
Increase (Decrease) Increase (Decrease)
---------------------- ------------------------
Volume Rate Net Volume Rate Net
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest Earned On:

Loans 220 177 377 150 5 155
Investment Securities 80 2 82 27 (50) (23)
Federal funds sold 22 18 40 (5) 18 13
-------- ------- ------- ------- -------- -------
Total interest income 322 197 519 172 (27) 145
-------- ------- ------- ------- -------- -------

Interest paid on:

NOW accounts/
money market/public
funds 23 7 30 13 (3) 10
Savings Deposits 2 0 2 2 (1) 1
Time Deposits 85 101 186 (20) (34) (54)
-------- ------- ------- ------- -------- -------
Total interest expense 110 108 218 (5) (38) (43)
-------- ------- ------- ------- -------- -------

Net interest income 212 89 301 177 11 188
======== ======= ======= ======= ======== =======

</TABLE>

Asset/Liability. Lake State seeks to maintain a program of asset and
liability management designed to limit its vulnerability to interest rate risk.
The principal measure of Lake State's exposure to interest rate risk is its
interest rate sensitivity "gap", which is the difference between interest rate
sensitive assets and interest rate sensitive liabilities. An asset or
liability is considered to be interest rate sensitive if it will reprice or
mature within the period analyzed, usually one fiscal year. A gap is
considered positive when the amount of interest rate sensitive assets exceeds
the amount of interest rate sensitive liabilities. When the opposite occurs,
the gap is considered to be negative. During periods of rising interest rates,
a negative gap would tend to adversely affect net interest income, while a
positive gap would tend to result in an increase in net interest income.
During periods of declining interest rates, the inverse would tend to occur.
If the maturities of Lake State's assets and liabilities were equally flexible
and moved concurrently, the impact of any material or prolonged increase (or
decrease) in interest rates on net interest income would be minimal.

Lake State's asset and liability policies are directed toward
matching, to the extent possible, its interest rate sensitive assets and
interest rate sensitive liabilities to achieve and maintain a satisfactory
differential between its interest income and interest expense regardless of the
general level and movement of interest rates. To this end, Lake State's
management reviews on a periodic basis the duration of asset and liability
categories. The following tables summarize the interest rate sensitive assets
and liabilities of Lake State at December 31, 1995, based on the period during
which they mature or are subject to repricing.

43
<PAGE> 47

Maturity and Repricing Analysis
at December 31, 1995
(dollars in thousands, except ratios)

<TABLE>
<CAPTION>
GAP POSITION: 1-30 Day 31-60 Day 61-90 Day 91-180 Day 181-365 Day
- ------------- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Rate Sensitive Assets 9,026 144 2,014 1,645 3,823

Rate Sensitive Liabilities 1,233 1,000 1,108 2,647 2,466

Repricing Difference 7,793 (856) 906 (1,002) 1,357

Cumulative GAP 7,993 $7,137 8,043 7,041 8,398

R.S.A./R.S.L. 7.32 0.14 1.82 0.62 1.55

Cumulative
R.S.A./R.S.L. 7.32 4.11 3.35 2.14 1.97

GAP/Earning Assets 31.09% 27.76% 31.28% 27.39% 32.66%
GAP/Total Assets 28.31% 25.27% 28.48% 24.93% 29.74%
GAP/Total Equity 207.34% 185.14% 208.64 182.65 217.85%
</TABLE>

Interest-earning Assets. The increase or decrease in average
interest-earning assets and the percentage of average loans to total average
interest-earning assets for the three years ended December 31, 1995, 1994 and
1993 are as follows:

<TABLE>
<CAPTION>
% Increase Average loans as a %
For the year ended Average interest- (decrease) over of total average
December 31, earning assets previous year interest-earning assets
- ------------------ -------------------- --------------- -----------------------
<S> <C> <C> <C>
1995 $ 25,381,000 17.80% 67.53%
1994 21,546,000 9.82% 70.25%
1993 19,620,000 9.70% 69.34%
</TABLE>

The increase in average interest-earning assets from December 31, 1993
to 1994 was predominantly the result of a substantial increase in the loan
portfolio from $13,605,000 to $15,136,000. The increase in average
interest-earning assets from December 31, 1994 to 1995 was the result of an
increase in the loan portfolio from $15,136,000 to $17,141,000 and an increase
in the securities portfolio from $5,238,000 to $6,686,000.

Non-interest Earning Assets. Average non-interest earning assets
accounted for 7.18% of average total assets at December 31, 1995 compared with
9.74% of average total assets at December 31, 1994 and 12.52% of total average
assets at December 31, 1993. Non-interest earning assets at December 31, 1995
primarily consisted of cash and funds placed in accounts with other banks,
property and equipment, accrued interest receivable and other real estate
owned.

Funding Sources. The primary source of funds for Lake State's lending
and investing activities is deposits. The following table summarizes Lake
State's average deposits at December 31, 1995, 1994 and 1993:

44
<PAGE> 48

<TABLE>
<CAPTION>
Average Deposits
-----------------------------------------

Year Ended December 31,
-----------------------------------------
1993 1994 1995
------------- ------------ ------------
<S> <C> <C> <C>
Demand deposits $ 3,989,941 $ 4,746,609 $ 5,160,765
NOW accounts 2,244,135 2,665,934 3,033,844
Savings deposits 1,212,412 1,293,910 1,392,185
Time deposits 9,217,744 8,748,577 10,304,437
Money Market 2,966,388 3,172,992 3,771,530
------------- ------------ ------------
Total $ 19,630,625 $ 20,628,022 $ 23,662,761
============= ============ ============
</TABLE>

As of December 31, 1995, deposits of Lake State were distributed among
demand deposits (21.81%), Money Market (15.94%), savings and time deposits
(49.43%), and NOW accounts (12.82%). Lake State's deposits are attracted
primarily from individuals and professionals and also from small and medium
size businesses and agricultural enterprises located predominantly in Lake
State's Primary Service Area. Management of Lake State does not believe that
the loss of any one or a few of its deposit accounts would have a materially
adverse effect upon the operations of Lake State or erode its deposit base.

The increase in Lake State's interest-earning assets from year end
1993 to year end 1995 was funded principally through increased deposits during
those periods. Although this increase in deposits provided the necessary funds
to support Lake State's aggressive lending and investing activities during that
period, the stable to declining yields paid by Lake State on its deposits
during that same period contributed to an increase in the net interest margin
on Lake State's interest-earning assets during this period.

Other Operating Income. Lake State's other operating income was
$218,920 for the year ended December 31, 1995 as compared to $212,274 for the
year ended December 31, 1994 and $194,033 for the year ended December 31, 1993.
Lake State's other operating income is comprised primarily of gains on sales of
securities, service charges on deposit accounts, NSF charges and safe deposit
box rental fees. The growth in other operating income from 1994 to 1995 was
due primarily to gains on sales of securities, with growth in other operating
income for 1993 to 1994 due primarily to increased service charges on deposit
activity.

Other Operating Expenses. The following table sets forth Lake State's
other operating expenses for the years ended December 31, 1995, 1994 and 1993:

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------
1993 1994 1995
------------- ----------- ------------
<S> <C> <C> <C>
Employee compensation and
benefits $ 402,332 $ 426,511 $ 457,927
Occupancy and equipment 106,714 105,888 102,938
Legal and professional fees 53,810 38,692 50,279
Data processing 86,674 93,594 118,289
Insurance Expense 75,859 68,218 38,806
Advertising & Promotion 37,438 43,175 41,652
Net Cost from operation
of ORE 16,000 89.619 11,028
Other 111,955 120,469 164,723
------------- ---------- ---------
Total 890,782 986,166 985,642
============= ========== ============
</TABLE>

Lake State's other operating expenses increased from 1993 to 1995 by
10.65%. The principal reasons for the change in other operating expenses from
1993 to 1995 were increases in employee compensation, data processing costs and
director fees, offset by lower occupancy costs.

45
<PAGE> 49

Employee compensation and benefits increased 6.01% from the year ended
December 31, 1993 to the year ended December 31, 1994, and increased 7.37% from
the year ended 1994 to the year ended December 31, 1995. These fluctuations
were primarily due to changes in the number of employees and annual merit
increases in salaries.

Allowance for Loan Losses. The allowance for the loan losses is
established through a provision for loan losses charged to expense. Loans are
charged against the allowance for loan losses when management of Lake State
believes that the collectibility of the principal on such loans is unlikely.
The allowance is an amount that management of Lake State believes will be
adequate to absorb losses inherent in existing loans and commitments to extend
credit, based on evaluations of the collectibility of loans, which takes into
consideration any prior loan loss experience on loans and commitments to extend
credit. The evaluations also take into consideration such factors as changes
in the nature and volume of the loan portfolio, overall portfolio quality, loan
concentrations, commitments, and current and anticipated economic conditions
that may affect the borrowers' ability to pay. Historical results indicate
that the greatest risk in Lake State's loan portfolio has arisen in the real
estate category. See "-Risk Elements of Loan Portfolio" for a description of
non-accrual loans and loans past due 90 days or more in Lake State's loan
portfolio.

The following table sets forth an analysis of Lake State's allowance
for loan losses for the periods indicated:

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------
1993 1994 1995
------------- ---------- ------------
(dollars in thousands)
<S> <C> <C> <C>
Beginning balance $ 223 $ 209 $ 234
Provision for loan loss 28 30 11
Loans charged off (66) (6) (6)
Recoveries 24 1 32
------------ ---------- ----------

Balance, end of period $ 209 $ 234 $ 271
============ ========== ==========

Ratio of net charge-offs
during the period to average loans
outstanding during the period -0.31% -0.03% 0.15%
</TABLE>

At December 31, 1995 Lake State's loan loss reserve was 1.46% of
loans. The peer group's loan loss reserve was approximately 1.45% of loans as
of December 31, 1995. Any future increase in the loan loss reserve would be
charged to current operations and thus reduce income or increase the operating
loss, as the case may be.

Lake State conducts a quarterly review of the allowance for loan
losses and seeks to maintain a balance which is adequate but not excessive
based on all the available evidence.

INCOME TAXES

The Bank accounts for income taxes in accordance with Statement of
Financial Accounting Standard No. 109 (SFAS 109), Accounting for Income Taxes.
Under SFAS 109, the asset and liability method is used in accounting for income
taxes. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted marginal tax rates. The effect
on deferred income taxes of a change in tax rates is recognized in income in
the period that includes the enactment date.

Significant components of the provision for income taxes for the year
ending December 31, 1995 and 1994 is as follows:

46
<PAGE> 50

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Current:
Federal $ 264,620 $ 40,000
State 35,000 3,900
------------ ------------

Total current 299,620 43,900
------------ ------------

Deferred:
Federal 6,300 0
State 700 0
------------ ------------

Total deferred $ 7,000 $ 0
------------ ------------

$ 306,620 $ 43,900
============ ============
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

The average life of Lake State's investment portfolio at December 31,
1995 is approximately three years. See "-Investment Securities." It is the
objective of Lake State to maintain a loan to deposit ratio of approximately
75%. Lake State has not experienced liquidity problems in the past due to
growth in Lake State's deposit base. As a result, Lake State maintained a
liquidity level in excess of 25% for most of 1994 and 1995. In the future,
current, seasonal and unanticipated liquidity requirements will be met by
managing the maturity structure of high quality marketable assets and by
maintaining discretionary access to short term funding sources. Lake State
currently maintains Federal Funds borrowing lines and a reserve repurchase
agreement with various correspondents which aggregate $1,500,000 and $500,000
respectively.

In the normal course of business, the capital position of Lake State
is reviewed by management of Lake State to ensure that Lake State's capital is
adequate and consistent with expected growth. The capital position of Lake
State represents the level of capital needed to support Lake State's expansion.
Since Lake State's inception, the primary capital to support Lake State's asset
base has come entirely from the original capitalization of Lake State and
internally generated profits.

The FDIC has specified guidelines for purposes of evaluating a bank's
capital adequacy. Those guidelines assign weighted levels of risk to asset
categories to measure capital adequacy. Specifically, in order to avoid being
considered undercapitalized, the FDIC requires Lake State to maintain a minimum
Tier 1 Capital of at least 4%, Tier 1 Leverage ratio of at least 4% and a total
risk-based capital of at least 8% of risk weighted assets. As of December 31,
1995 Lake State met the requirements to be categorized as a well capitalized
institution under the applicable FDIC regulations. See "SUPERVISION AND
REGULATION-Capital Guidelines."

At December 31, 1995 Lake State had no significant commitments for
capital expenditures. In the normal course of business, Lake State has various
outstanding commitments to extend credit that are not reflected in the
accompanying financial statements. At December 31, 1995 and 1994, commitments
to extend credit and standby letters of credit aggregated approximately
$1,943,000 and $1,914,000, respectively. Lake State's exposure to credit loss
in the event of non-performance by the other party to the financial instrument
for loan commitments and standby letters of credit is represented by the
contractual amounts of those instruments. Lake State uses the same credit
policies in making commitments and conditional obligations as it does for
on-balance-sheet instruments.

Since certain of the loan commitments may expire without being drawn
upon, the total commitment amount does not necessarily represent future cash
requirements. Lake State evaluates each borrower's credit worthiness on a
case-by-case basis. The amount of collateral obtained, if deemed necessary by
Lake State upon extension of credit, is based on management's credit evaluation
of the counterparty. Collateral held varies, but may include real estate,
automobiles, boats, inventory, receivables and deposit accounts.

Standby letters of credit are conditional commitments issued by Lake
State to guarantee the performance of a customer to a third party. The credit
risk involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers. There are no significant
concentrations of credit risk with any individual counterparty to originate
loans.

47
<PAGE> 51

IMPACT OF INFLATION

The financial statements and related data presented herein have been
prepared using the measurement of financial position and operating results in
terms of historical dollars without considering changes in the relative
purchasing power of money over time due to inflation. The impact of inflation
on banks differs from its impact on nonfinancial institutions. Banks, as
financial intermediaries, have assets which are primarily monetary in nature
and which tend to fluctuate in concert with inflation. This is especially true
for banks with a high percentage of rate-sensitive interest-earning assets and
interest-bearing liabilities. A bank can reduce the impact of inflation if it
can manage its interest rate sensitivity gap. This gap represents the
difference between variable rate assets and variable rate liabilities. Lake
State attempted to structure its assets and liabilities and manage its interest
rate sensitivity gap accordingly, thus seeking to minimize the potential
effects of inflation. For information on Lake State's management of its
interest rate sensitive assets and liabilities, see "Liquidity and Capital
Resources" and "Asset/Liability Management."

The following tables contain information concerning the financial
condition and operations of Lake State for the period or periods, or as of the
date or dates, shown in each table. All average information is presented on a
daily basis and has been derived from quarterly Call Reports filed by Lake
State with the FDIC.

INVESTMENT SECURITIES

Lake State's investment securities which are available for sale are
recorded at fair value. Unrealized gains and losses on securities available
for sale, net of deferred taxes, are shown as a separate component of
stockholders' equity on the balance sheets. At December 31, 1995, an
unrealized holding gain of $2,506, net of deferred taxes of $1,002, was shown
as a component of stockholders' equity. At December 31, 1994, an unrealized
holding loss of $81,216, net of deferred taxes of $32,486, was shown as a
component of stockholders' equity.

<TABLE>
<CAPTION>
1995
---------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Held to maturity:
U.S. Treasury securities $ 99,870 $ 0 $ 58 $ 99,812
U.S. Government agency
securities 3,583,335 37 106,178 3,477,194
-------------- ----------- ------------ ------------
$ 3,683,205 $ 37 $ 106,236 $ 3,577,006
============== =========== ============ ============

Available for sale:
U.S. Treasury securities $ 1,548,027 $ 2,545 $ 4,367 $ 1,546,205
U.S. Government agency
securities 2,050,381 6,491 2,163 2,054,709
-------------- ----------- ------------ ------------
$ 3,598,408 $ 9,036 $ 6,530 $ 3,600,914
============== =========== ============ ============
</TABLE>

48
<PAGE> 52

<TABLE>
<CAPTION>
1994
---------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
-------------- ----------- ------------ ------------

<S> <C> <C> <C> <C>
Held to maturity:
U.S. Treasury securities $ 988,955 $ 0 $ 13,555 $ 975,400
U.S. Government agency
securities 2,552,987 188 262,875 2,290,300
-------------- ----------- ------------ ------------
$ 3,541,942 $ 188 $ 276,430 $ 3,265,700
============== =========== ============ ============

Available for sale:
U.S. Treasury securities $ 1,844,918 $ 439 $ 60,188 $ 1,785,169
U.S. Government agency
securities 399,964 0 21,467 378,497
-------------- ----------- ------------ ------------
$ 2,244,882 $ 439 $ 81,655 $ 2,163,666
============== =========== ============ ============
</TABLE>

<TABLE>
<CAPTION>
1993
---------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
-------------- ----------- ------------ ------------

<S> <C> <C> <C> <C>
Held to maturity:
U.S. Treasury securities
U.S. Government agency
securities $ 2,906,150 $ 20,335 $ 3,645 $ 2,924,840
============== =========== ============ ============

Available for sale:
U.S. Treasury securities $ 1,726,696 $ 63,457 $ -- $ 1,790,153
U.S. Government agency
securities 400,363 749 302 400,810
-------------- ----------- ------------ ------------
$ 2,127,059 $ 64,206 $ 302 $ 2,190,963
============== =========== ============ ============
</TABLE>

The following table sets forth the maturities of Lake State's
investment securities at December 31, 1995. The amortized cost and approximate
market value of investment securities at December 31, 1995, by contractual
maturity, are shown below. Expected maturities may differ from contractual
maturities due to borrowers having the right to call or prepay obligations with
or without call or prepayment penalties.

<TABLE>
<CAPTION>
Held to Maturity Available for Sale
------------------------------ -----------------------------
Amortized Market Amortized Market
Cost Value Cost Value
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Maturities during 1996 $ 99,870 $ 99,812 $ 1,548,027 $ 1,546,205
Due after one year through
five years 2,565,545 2,463,137 2,050,381 2,054,709
Due after five years through
ten years 1,017,790 1,014,057 0 0
---------------- ------------- ------------- ------------
$ 3,683,205 $ 3,577,006 $ 3,598,408 $ 3,600,914
================ ============= ============= ============
</TABLE>

Proceeds from sales of investments in debt securities during 1995 and 1994
approximated $498,000 and $1,055,000, respectively. Gross gains realized on
those sales approximated $200 and $39,700, respectively. No losses were
realized on sales of investments in debt securities during 1995 and 1994.

49
<PAGE> 53

LOAN PORTFOLIO

The following table sets forth the composition of Lake State's loan
portfolio by type of loan at the dates indicated:

<TABLE>
<CAPTION>
December 31,
------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(in thousands)
<S> <C> <C> <C> <C> <C>
Types of loans:
Commercial, financial and
agricultural $ 1,949 $ 1,561 $ 1,859 $ 2,003 $ 2,216
Real estate - commercial 12,960 10,663 9,702 8,589 7,266
Real estate - residential 2,177 2,419 2,688 1,812 1,763
Consumer 1,442 1,172 1,072 1,197 1,111

Total loans $ 18,528 $ 15,815 $ 15,321 $ 13,601 $ 12,356
---------- --------- --------- --------- ---------

Less:

Deferred loan fees (61) (63) (54) (34) (32)

Allowance for loan
losses (271) (234) (209) (223) (208)

Loans, net $ 18,196 $ 15,518 $ 15,058 $ 13,344 $ 12,116
========== ========= ========= ========= =========
</TABLE>

Lake State's loan portfolio, which comprised 67.53%, 70.25% and 69.34%
of Lake State's interest-earning assets at December 31, 1995, 1994 and 1993,
respectively, increased by 14.19% from 1991 to 1992, by 8.70% from 1992 to
1993, by 9.82% from 1993 to 1994 and by 17.80% from 1994 to 1995. The
increases were as a result of increased normal loan demands, mostly within Lake
State's Primary Service Area.

Residential real estate mortgages comprised approximately 11.75%,
15.30% and 17.54% of Lake State's loan portfolio at December 31, 1995, 1994 and
1993, respectively. Commercial real estate loans comprised approximately
69.95%, 67.42% and 63.32% of Lake State's loan portfolio at December 31, 1995,
1994, and 1993, respectively. Commercial, financial and agricultural loans
comprised approximately 10.52%, 9.87% and 12.13% of Lake State's loan portfolio
at December 31, 1995, 1994 and 1993, respectively. Consumer loans comprised
approximately 7.78%, 7.41% and 7.00% of Lake State's loan portfolio at December
31, 1995, 1994, and 1993, respectively.

The following tables set forth the contractual maturities of loans
outstanding December 31, 1995 and an analysis of sensitivities of loans due to
changes in interest rates. Variable interest rates are rates which vary with
the prime rate or as a result of the occurrence of a future event.

50
<PAGE> 54

<TABLE>
<CAPTION>
December 31, 1995
Maturing
--------------------------------------------------

Over one year
One year through five Over five
or less years years
----------- ------------- -----------
(in thousands)
<S> <C> <C> <C>
Commercial, industrial and
agricultural $ 1,102 $ 847 $ 0
Real Estate - Commercial 4,772 7,948 240
Real estate - Residential 542 1,367 268
Consumer 826 603 13
------- ------- --------
Total $ 7,242 $10,765 $ 521
======= ======= ========
</TABLE>

<TABLE>
<CAPTION>
Interest Sensitivity
---------------------------
Fixed Rate Variable Rate
---------- -------------
(in thousands)
<S> <C> <C>
Amount of loans due after one year with:

Commercial, industrial and
agricultural $ 673 $ 174
Real Estate - Commercial 4,452 3,736
Real Estate - Residential 1,446 189
Consumer 616 0
------- -------
Total $ 7,187 $ 4,099
======= =======
</TABLE>

RISK ELEMENTS OF LOAN PORTFOLIO

Loans on which the accrual of interest has been discontinued are
designated as non-accrual loans. Accrual of interest on loans is discontinued
when reasonable doubt exists as to the full, timely collection of interest or
principal. When a loan is placed on non-accrual status, all interest
previously accrued but not collected is reversed against current period
interest income. Income on such loans is then recognized only to the extent
that cash is received and where the future collection of principal is probable.
Interest accruals are resumed on such loans only when they are brought fully
current with respect to interest and principal and when, in the judgement of
management, the loans are estimated to be fully collectible as to both
principal and interest. This policy applies to all types of loans. Past due
loans reflect the total principal balance of any loans which are not being paid
as to principal or interest according to the terms of the contract. Other real
estate owned represents properties acquired through foreclosure.

The following table reports, for the periods indicated, loans
accounted for on a non-accrual basis, loans which are contractually past due 90
days or more as to interest or principal payments but have not been classified
as non-accrual, and loans which have been transferred to other real estate
owned status.

Other real estate owned 55 231 557 972 846
------ ----- ----- ------- -----

Total $ 145 $ 322 $ 664 $ 1,306 $ 940
------ ----- ----- ------- -----
</TABLE>

51
<PAGE> 55

Loans on which accrual of interest has been discontinued amounted to
approximately $87,700 and $91,000 at December 31, 1995 and 1994, respectively.
If interest on those loans had been accrued, such income would have
approximated $2,000 and $11,4000 for 1995 and 1994, respectively.

As of December 31, 1995, Lake State had only one loan, for $87,700, in
non-accrual status. This represented a real estate mortgage on certain real
property located in Land O'Lakes, Florida. Other real estate owned at December
31, 1995 consists of two properties. Both properties are vacant lots zoned
residential in Wesley Chapel, Florida. These properties are currently listed
with a real estate agent.

Generally, loans for construction and commercial real estate can
present a higher degree of risk to a lender depending upon, among other things,
whether the borrower has a permanent financing at the end of a loan period,
whether the project is income producing, and changing economic conditions.
Commercial and financial loans also entail certain additional risks since they
usually involve large loan balances to a single borrower or a related group of
borrowers, resulting in a more concentrated loan portfolio, and since their
repayment is usually dependent upon the successful operation of the commercial
enterprise and is also subject to adverse conditions in the economy. While
there is no assurance that Lake State will not realize any losses on its
construction loans or commercial real estate loans, management is of the belief
that the degree of risk related to such loans is not significant to Lake State.

DEPOSITS

Lake State offers a variety of deposit products ranging in maturity
from demand-type accounts to certificates of deposit with varying maturities.
Lake State's deposits are primarily derived from the Pasco and Hillsborough
Counties. Lake State does not have a concentration of deposits from any one
source, the loss of which would have a materially adverse effect on the
business of Lake State. The following table sets forth the average amounts of
deposits and the average rates paid by Lake State on such deposits for the
periods indicated.

<TABLE>
<CAPTION>
Year Ended December 31
---------------------------------------------------------------------------
1993 1994 1995
------------------- ----------------------- --------------------
Average Average Average Average Average Average
Balance Rate Balance Rate Balance Rate
------- -------- ------- -------- ------- --------
(dollars in thousands, except ratios)
<S> <C> <C> <C> <C> <C> <C>
Non-interest bearing
demand $ 3,990 - $ 4,746 - $ 5,161 -
Interest-bearing NOW
demand 2,244 1.92% 2,666 1.80% 3,034 1.78%
Savings deposits 1,212 2.23% 1,294 2.16% 1,392 2.15%
Time deposits 9,218 4.69% 8,749 4.32% 10,304 5.47%
Money market deposits 2,966 2.36% 3,173 2.36% 3,772 2.62%
--------- ----- ---------- ----- ---------- -----
Total $ 19,631 $ 20,628 $ 23,663
========= ========== ==========

Weighted average
rate on interest-
bearing deposits 3.66% 3.33% 4.04%
----- ----- -----

</TABLE>

BENEFICIAL OWNERSHIP OF LAKE STATE COMMON STOCK

Lake State is authorized under its Articles of Incorporation to issue
500,000 shares of Lake State Common Stock. As of the Record Date, Lake State
had issued and outstanding 316,332 shares of Lake State Common Stock. The
following table sets forth information as of the Record Date with respect to
those persons known by Lake State to be the beneficial owners of more than 5%
of the outstanding shares of Lake State Common Stock, and as to shares of Lake
State Common Stock beneficially owned by the directors of Lake State
individually and by all officers and directors of Lake State as a group.
Management of Lake State knows of no other persons, other than those set forth
in the following table, who own beneficially more than 5% of the outstanding
shares of Lake State

52
<PAGE> 56

Common Stock as of the date of this Proxy Statement/Prospectus. See "THE
MERGER-Background of the Merger; Reasons for Merger; Recommendation of the
Board of Directors of Lake State."

<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
--------------------- ----------------- ----------
<S> <C> <C>
5% Shareholders:

William Collier(1) 20,000 shares 6.32%
21111 Lake Thomas Dr.
Land O'Lakes, FL 34639

Frederick A. Meyer(1)(2) 75,710 shares 23.93%
18510 Turtle Dr.
Lutz, FL 33549

C. Russell Adams (1)(2) 17,500 shares 5.53%
3420 Lake Padgett Dr.
Land O'Lakes, FL 34639

Leonard H. Johnson(1)(2) 23,999 shares 7.58%
P. O. Box 2337
Dade City, FL 34297-2337

Roland D. Waller(2) 17,000 shares 5.37%
5332 Main Street
New Port Richey, FL 33552

Keith A. Watson(1)(2) 47,300 shares 14.95%
P. O. Box 927
Lutz, FL 33549

Directors:

William Stephens(1) 13,500 shares 4.26%

Paul R. Sidlo(1) 12,500 shares 3.95%

All Directors and
Executive Officers of Lake State
as a group (7 persons) 207,509 shares 65.59%

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

(1) Includes all shares held directly as well as by spouses and minor
children over which shares the named individuals or group of
individuals exercise sole or shared voting or investment power.

(2) Messrs Meyer, Adams, Johnson, Waller and Watson are also directors of
Lake State.

LEGAL MATTERS

Certain legal matters in connection with the SouthTrust Common Stock
being offered hereby will be passed upon by Bradley, Arant, Rose & White, 2001
Park Place, Suite 1400, Birmingham, Alabama, counsel for SouthTrust. As of
December 31, 1995 the partners and associates of the firm of Bradley, Arant,
Rose & White beneficially owned approximately 2,130,000 shares of SouthTrust
Common Stock.

53
<PAGE> 57

EXPERTS

The consolidated financial statements of SouthTrust and subsidiaries
incorporated by reference in this Proxy Statement/Prospectus and elsewhere in
the Registration Statement, have been audited by Arthur Andersen, L.L.P.,
independent public accountants, for the periods indicated in their reports
thereon and are incorporated herein by reference in reliance upon the authority
of said firm as experts in giving said reports.

The financial statements of Lake State as of and for the years ended
December 31, 1995 and 1994 included in this Proxy Statement/Prospectus have
been audited by Coopers & Lybrand L.L.P., independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

Representatives of Coopers & Lybrand L.L.P. are expected to be present
at the Special Meeting with the opportunity to make a statement if they desire
to do so and to respond to appropriate questions.

ADDITIONAL INFORMATION

OTHER BUSINESS

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

(i) 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 April
17, 1996) (Commission File No. 0-3613); and

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

All documents filed by SouthTrust pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Proxy
Statement/Prospectus and prior to final adjournment of the Special Meeting,
shall be deemed to be incorporated by reference into this Proxy
Statement/Prospectus from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Proxy Statement/Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Proxy
Statement/Prospectus.

The audited financial statements of SouthTrust incorporated herein by
reference should only be read in conjunction with the discussion of consummated
and pending acquisitions set forth under the caption "SUMMARY - Parties to the
Merger - SouthTrust."

Copies of all documents with respect to SouthTrust incorporated by
reference (not including exhibits to the documents incorporated by reference
unless such exhibits are specifically incorporated into the documents
incorporated by reference) will be provided without charge to each person to
whom a copy of this Proxy Statement/Prospectus is delivered upon written or
oral request. Requests for such copies should be directed to Mr. Aubrey D.
Barnard, SouthTrust Corporation, 420 North 20th Street, Birmingham, Alabama
35203, telephone number (205) 254-5000.

54
<PAGE> 58
INDEX TO THE FINANCIAL STATEMENTS
OF LAKE STATE BANK

<TABLE>
<CAPTION>
CAPTION PAGES
- ------- -----
<S> <C>
Report of Independent Accountants F-2

Audited Financial Statements:

Balance Sheets at December 31, 1995 and 1994 F-3

Statements of Income for the two years ended December 31, 1995 and 1994 F-4

Statements of Shareholders' Equity for the two years ended December 31, 1995 and 1994 F-5

Statements of Cash Flows for the two years ended December 31, 1995 and 1994 F-6

Notes to Financial Statements F7 - F18

</TABLE>

F-1
<PAGE> 59

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Lake State Bank:

We have audited the accompanying balance sheets of Lake State Bank as of
December 31, 1995 and 1994, and the related statements of income, shareholders'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Bank's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lake State Bank as of December
31, 1995 and 1994, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.

As discussed in Note 1 to the financial statements, effective January 1, 1994,
the Bank changed its method of accounting for investments.

/s/ Coopers & Lybrand L.L.P.
Tampa, Florida
March 8, 1996

F-2
<PAGE> 60

LAKE STATE BANK
BALANCE SHEETS
December 31, 1995 and 1994

<TABLE>
<CAPTION>
ASSETS 1995 1994
<S> <C> <C>
Assets:
Cash and due from banks $ 1,426,098 $ 1,079,740
Federal funds sold 200,000 100,000
------------ -------------
Cash and cash equivalents 1,626,098 1,179,740
------------ -------------
Investment securities held to maturity 3,683,205 3,541,942
Investment securities available for sale 3,600,914 2,163,666

Loans 18,528,152 15,815,455
Less:
Deferred loan fees 61,541 62,996
Allowance for loan losses 271,031 234,113
------------ -------------
Loans, net 18,195,580 15,518,346
------------ -------------

Accrued interest receivable 201,848 154,478
Bank premises and equipment, net 797,272 807,494
Other real estate, net 54,758 230,513
Deferred income taxes 0 32,486
Other assets 19,281 20,365
------------ -------------
1,073,159 1,245,336
------------ -------------
$ 28,178,956 $ 23,649,030
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Non-interest bearing demand deposits $ 5,022,963 $ 4,808,650
Interest bearing demand deposits 3,258,744 2,596,607
Money market deposits 3,313,739 3,107,398
Savings deposits 1,470,950 1,258,786
Time deposits 11,010,490 8,489,742
------------ -------------
Total deposits 24,076,886 20,261,183
------------ -------------

Accrued interest payable 38,173 25,376
Other liabilities and accrued expenses 41,066 24,212
Accrued income taxes 257,628 16,400
Deferred income taxes 8,002 0
Dividends payable 173,983 126,533
------------ -------------
518,852 192,521
------------ -------------
24,595,738 20,453,704
------------ -------------
Commitments and contingencies (Note 10)

Shareholders' equity:
Common stock, $8 par value, 500,000 shares authorized; 316,332
shares issued and outstanding 2,530,656 2,530,656
Additional paid-in capital 753,406 660,407
Unrealized gains (losses) on securities designated as available for sale,
net 1,504 (48,730)
Retained earnings 297,652 52,993
------------ -------------
3,583,218 3,195,326
------------ -------------
$ 28,178,956 $ 23,649,030
============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-3
<PAGE> 61
LAKE STATE BANK
STATEMENTS OF INCOME
for the years ended December 31, 1995 and 1994

<TABLE>
1995 1995
<S> <C> <C>
Interest income:
Interest and fees on loans $ 1,883,652 $ 1,486,602
Interest on investment securities:
U.S. Treasury securities 121,287 115,534
Obligations of U.S. Government agencies 247,200 170,593
Interest on federal funds sold 90,089 49,570
Interest on deposits in banks 0 123
----------- -----------
Total interest income 2,342,228 1,822,422

Interest expense:
Interest on deposits 746,245 528,512
----------- -----------

Net interest income 1,595,983 1,293,910

Provision for loan losses 11,000 30,000
----------- -----------

Net interest income after provision for loan losses 1,584,983 1,263,910
----------- -----------

Other income:
Service charges and fees 202,142 160,352
Security gains 181 39,703
Other 16,597 12,219
----------- -----------
218,920 212,274
----------- -----------
Other expense:
Salaries and employee benefits (net of approximately
$26,500 and $17,000 of loan origination costs in
1995 and 1994 457,927 426,511
Occupancy expense of bank premises 102,938 105,888
Advertising and promotion 41,652 43,175
Legal and professional fees 50,279 38,692
Insurance expense 38,806 68,218
Data processing 118,289 93,594
Net cost from operation of other real estate 11,028 89,619
Other 164,723 120,469
----------- -----------
985,642 986,166
----------- -----------

Income before provision for income taxes 818,261 490,018
Income tax provision 306,620 43,900
----------- -----------
Net income $ 511,641 $ 446,118
=========== ===========
Per share of common stock:
Net income $ 1.62 $ 1.41
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4

<PAGE> 62
LAKE STATE BANK
STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1995 and 1994

<TABLE>
<CAPTION>
NET UNREALIZED
GAINS (LOSSES)
ON SECURITIES RETAINED
DESIGNATED EARNINGS/
COMMON STOCK PAID-IN AS AVAILABLE (ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT CAPITAL FOR SALE DEFICIT) EQUITY
------------ ------------ -------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1994 316,332 $ 2,530,656 $583,535 38,342 $ (189,720) $ 2,962,813

Net unrealized loss on securities
designated as available for sale, net
of income taxes 0 0 0 (87,072) 0 (87,072)

Net income 0 0 0 0 446,118 446,118

Dividends declared ($0.40 per share) 0 0 0 0 (126,533) (126,533)

Transfer (see Note 9) 0 0 76,872 0 (76,872) 0
------- ------------ -------- -------- ---------- -----------
Balance, December 31, 1994 316,332 2,530,656 660,407 (48,730) 52,993 3,195,326

Net unrealized gain on securities
designated as available for sale, net
of income taxes 0 0 0 50,234 0 50,234

Net income 0 0 0 0 511,641 511,641

Dividends declared ($0.55 per share) 0 0 0 0 (173,983) (173,983)

Transfer (see Note 9) 0 0 92,999 0 (92,999) 0
------- ------------ -------- --------- ---------- -----------
Balance, December 31, 1995 316,332 $ 2,530,656 $753,406 $ 1,504 $ 297,652 $ 3,583,218
======= ============ ======== ========= ========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE> 63
LAKE STATE BANK
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995 and 1994

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 511,641 $ 446,118
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 42,455 45,247
Provision for loan losses 11,000 30,000
Provision for other real estate losses 7,468 77,500
Gain on sale of investment securities (181) (39,703)
Net (gain) loss on sale of other real estate (183) 5,545
Loss on disposal of bank premises and equipment 0 385
Amortization of loan fee income (59,738) (44,240)
Net amortization of premiums and accretion of discounts on
investment securities (12,634) 4,452

Deferred income taxes 7,000 0
Changes in assets and liabilities:
Net increase in accrued interest receivable (47,370) (26,439)
Net decrease in other assets 1,084 3,016
Net increase in accrued interest payable 12,797 3,219
Net increase (decrease) in other liabilities and accrued expenses 16,854 (1,776)
Net increase in accrued income taxes 241,228 16,400
---------------- ----------------
Net cash provided by operating activities 731,421 519,724
---------------- ----------------
Cash flows from investing activities:
Net loan originations and payoffs (2,688,496) (456,468)
Proceeds from maturities of interest-bearing deposits in banks 0 95,000
Proceeds from maturities of held to maturity investments 1,389,149 750,000
Proceeds from maturities of available for sale investments 900,000 1,154,938
Purchase of held to maturity investments (1,524,975) (1,385,332)
Purchase of available for sale investments (2,246,347) (1,235,970)
Proceeds from sales of other real estate 228,670 253,424
Additions to bank premises and equipment (32,234) (22,453)
---------------- ----------------
Net cash used in investing activities (3,974,233) (846,861)
---------------- ----------------
Cash flows from financing activities:
Net increase in non-interest bearing demand deposits 214,313 152,931
Net increase in interest bearing demand deposits 662,137 189,050
Net increase in money market deposits 206,341 207,009
Net increase (decrease) in savings deposits 212,164 (67,917)
Net increase (decrease) in time deposits 2,520,748 (681,604)
Dividends paid on common stock (126,533) 0
---------------- ----------------
Net cash (used in)/provided by financing activities 3,689,170 (200,531)
---------------- ----------------
Net increase (decrease) in cash and cash equivalents 446,358 (527,668)
Cash and cash equivalents at beginning of year 1,179,740 1,707,408
---------------- ----------------
Cash and cash equivalents at end of year $ 1,626,098 $ 1,179,740
================ ================
Supplemental disclosure of cash flow information:
Cash payments for interest $ 733,000 $ 525,000
================ ================
Cash payments for income taxes $ 58,400 $ 27,500
================ ================
</TABLE>

Supplemental schedule of noncash investing and financing activities: Gross
loans transferred to other real estate, amounted to approximately $60,000 and
$10,000 in 1995 and 1994, respectively. During 1995 and 1994, $173,983 and
$126,533, respectively, of dividends were declared and accrued for in the
balance sheet.

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE> 64
LAKE STATE BANK
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The accounting and reporting policies of Lake State Bank (the Bank)
conform to generally accepted accounting principles and to general practice
within the banking industry. The following summarizes the more significant
of these policies.

INVESTMENT SECURITIES - Management determines the appropriate
classification of its securities at the time of purchase.

At January 1, 1994, the Bank adopted Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." SFAS No. 115 requires the reporting of certain
securities at fair value except for those securities which the Bank has the
positive intent and ability to hold to maturity.

SECURITIES HELD TO MATURITY - Investment securities which are acquired
with the intent and ability to hold to maturity are reported at amortized
cost. Sales of securities classified as held to maturity are prohibited
except under rare circumstances. These securities are adjusted for
amortization of premiums and accretion of discounts, which are recognized as
adjustments in interest income. If a security has a decline in fair value
below its amortized cost that is other than temporary, then the security
will be written down to its new cost basis by recording a loss in the
statement of operations.

SECURITIES AVAILABLE FOR SALE - Investment securities which are
classified as available-for-sale are reported at fair value with unrealized
gains and losses, net of the applicable deferred tax effect, excluded from
earnings and reported in a separate component of stockholders' equity. Upon
disposition, unrealized gains or losses previously reported as a component
of shareholders' equity are recognized and included in current earnings. If
a security has a decline in fair value below its amortized cost that is
other than temporary, then the security will be written down to its new cost
basis by recording a loss in the statement of operations.

TRADING SECURITIES - Investment securities which are purchased and
classified with the intent of being held for trading purposes are reported
at fair value, with unrealized gains and losses included in earnings. The
Bank does not have any securities classified as trading.

Gains and losses on disposition are recognized using the specific
identification method.

LOANS AND ALLOWANCE FOR LOAN LOSSES - Loans are stated at the amount of
unpaid principal, reduced by deferred loan fees and an allowance for loan
losses. Interest income is recognized using the simple interest method on
daily balances of principal amounts outstanding.

F-7
<PAGE> 65
NOTES TO FINANCIAL STATEMENTS, CONTINUED

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

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

Accrual of interest is discontinued on a loan when management believes,
after considering economic and business conditions and collection efforts,
that the borrower's financial condition is such that collection of interest
is doubtful. Classification of a loan as nonaccrual is not necessarily
indicative of a potential loss of principal.

The Bank adopted SFAS No. 114, "Accounting by Creditors for Impairment
of a Loan," on January 1, 1995. Under the new standard, a loan is
considered impaired, based on current information and events, if it is
probable that the Bank will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the
agreement. The measurement of impaired loans is generally based on the
present value of expected future cash flows discounted at the historical
effective interest rate, except that all collateral-dependent loans are
measured for impairment based on the fair value of the collateral. The
adoption of SFAS No. 114 resulted in no change to the allowance for loan
losses at January 1, 1995.

In October 1994, the Financial Accounting Standards Board (FASB) issued
SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures." SFAS No. 118 amends SFAS No. 114 to allow a
creditor to use existing methods for recognizing interest income on an
impaired loan, rather than methods prescribed in SFAS No. 114.

LOAN ORIGINATION FEE INCOME - Non-refundable fees and costs associated
with originating or acquiring loans is recognized over the lives of the
related loans as an adjustment to interest income.

BANK PREMISES AND EQUIPMENT - Bank premises and equipment are stated at
cost, less accumulated depreciation computed on the straight-line method
over the estimated useful lives of the assets. Gains and losses on assets
retired or otherwise disposed of are reflected in earnings and the cost and
related accumulated depreciation are removed from the accounts.
Maintenance, repairs and minor improvements are expensed as incurred.

F-8
<PAGE> 66

NOTES TO FINANCIAL STATEMENTS, CONTINUED

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

OTHER REAL ESTATE - Other real estate consists of properties acquired
by or in lieu of foreclosure. These assets are carried at the lower of fair
value minus estimated costs to sell or cost. Cost at the time of
foreclosure is the fair value of the asset foreclosed. If the fair value of
the asset minus the estimated cost to sell the asset is less than the cost
of the asset, the resulting loss is charged to the allowance for loan
losses. After foreclosure, if the fair value minus estimated costs to sell
the property becomes less than its cost, the deficiency is charged to the
provision for losses on other real estate owned or charged directly to the
asset. Costs relating to the development and improvement of the property
are capitalized, whereas those relating to holding the property for sale are
charged to expense.

INCOME TAXES - The Bank accounts for income taxes in accordance with
Statement of Financial Accounting Standard No. 109 (SFAS 109), Accounting
for Income Taxes. Under SFAS 109, the asset and liability method is used in
accounting for income taxes. Under this method, deferred tax assets and
liabilities are determined based on differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted
marginal tax rates. The effect on deferred income taxes of a change in tax
rates is recognized in income in the period that includes the enactment
date.

PER SHARE COMPUTATIONS - The income per share computations are based on
the weighted average number of common shares outstanding during the year.
The average number of shares outstanding was 316,332 for the years ended
December 31, 1995 and 1994.

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

The Bank maintains its due from banks and federal funds sold with
correspondent banking relationships as determined by the Bank's board of
directors. At December 31, 1995 the primary correspondent bank was Barnett
Banks, Inc.

RECLASSIFICATION - Certain items in the 1994 financial statements have
been reclassified to conform with the presentation in the 1995 financial
statements.

F-9
<PAGE> 67

NOTES TO FINANCIAL STATEMENTS, CONTINUED

2. INVESTMENT SECURITIES:

The amortized cost and market value of investment securities at
December 31, 1995 and 1994 are summarized as follows:

<TABLE>
<CAPTION>
1995
------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
-------------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Held to maturity:
U.S. Treasury securities $ 99,870 $ 0 $ 58 $ 99,812
U.S. Government agency 3,583,335 37 106,178 3,477,194
-------------- -------- ---------- -------------
securities $ 3,683,205 $ 37 $ 106,236 $ 3,577,006
============== ======== ========== =============
Available for sale:
U.S. Treasury securities $ 1,548,027 $ 2,545 $ 4,367 $ 1,546,205
U.S. Government agency
securities 2,050,381 6,491 2,163 2,054,709
-------------- -------- ---------- -------------
$ 3,598,408 $ 9,036 $ 6,530 $ 3,600,914
============== ======== ========== =============
</TABLE>

<TABLE>
<CAPTION>
1994
------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
-------------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Held to maturity:
U.S. Treasury securities $ 988,955 $ 0 $ 13,555 $ 975,400
U.S. Government agency 2,552,987 188 262,875 2,290,300
-------------- -------- ---------- -------------
securities $ 3,541,942 $ 188 $ 276,430 $ 3,265,700
============== ======== ========== =============

Available for sale:
U.S. Treasury securities $ 1,844,918 $ 439 $ 60,188 $ 1,785,169
U.S. Government agency
securities 399,964 0 21,467 378,497
-------------- -------- ---------- -------------
$ 2,244,882 $ 439 $ 81,655 $ 2,163,666
============== ======== ========== =============
</TABLE>

The Bank's investment securities which are available for sale are
recorded at fair value. Unrealized holding gains and losses on securities
available for sale, net of deferred taxes, are shown as a separate component
of shareholders' equity on the balance sheets. At December 31, 1995, an
unrealized holding gain of $2,506, net of deferred taxes of $1,002, was
shown as a component of stockholders' equity. At December 31, 1994, an
unrealized holding loss of $81,216, net of deferred taxes of $32,486, was
shown as a component of stockholders' equity.

F-10
<PAGE> 68

NOTES TO FINANCIAL STATEMENTS, CONTINUED

2. INVESTMENT SECURITIES, CONTINUED:

The amortized cost and approximate market value of investment
securities at December 31, 1995, by contractual maturity, are shown below.
Expected maturities may differ from contractual maturities due to borrowers
having the right to call or prepay obligations with or without call or
prepayment penalties.

<TABLE>
<CAPTION>
HELD TO MATURITY AVAILABLE FOR SALE
------------------------------ ---------------------------------
AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>

Maturities during 1996 $ 99,870 $ 99,812 $ 1,548,027 $ 1,546,205
Due after one year through
five years 2,565,545 2,463,137 2,050,381 2,054,709
Due after five years through
ten years 1,017,790 1,014,057 0 0
------------ ------------ ----------- ------------
$ 3,683,205 $ 3,577,006 $ 3,598,408 $ 3,600,914
============ ============ =========== ============
</TABLE>

Proceeds from sales of investments in debt securities during 1995 and
1994 approximated $498,000 and $1,055,000, respectively. Gross gains
realized on those sales approximated $200 and $39,700, respectively. No
losses were realized on sales of investments in debt securities during 1995
and 1994.

3. LOANS AND ALLOWANCE FOR LOAN LOSSES:

A summary of the loan distribution at December 31, 1995 and 1994
follows:

<TABLE>
<CAPTION>
1995 1994
--------------- ---------------
<S> <C> <C>
Commercial $ 1,948,614 $ 1,560,978
Commercial real estate 12,959,528 10,662,986
Residential real estate 2,178,488 2,419,490
Consumer 1,441,522 1,172,001
--------------- ---------------
$ 18,528,152 $ 15,815,455
=============== ===============
</TABLE>

The Bank's lending is concentrated in the West Central Florida market.
Although the Bank has a diversified loan portfolio, its debtors' ability to
honor their contracts is substantially dependent upon the general economic
conditions of the region.

Loans on which accrual of interest has been discontinued amounted to
approximately $87,700 and $91,000 at December 31, 1995 and 1994,
respectively. If interest on those loans had been accrued, such income would
have approximated $2,000 and $11,400 for 1995 and 1994, respectively.

F-11
<PAGE> 69

NOTES TO FINANCIAL STATEMENTS, CONTINUED

3. LOANS AND ALLOWANCE FOR LOAN LOSSES, CONTINUED:

The Bank adopted SFAS No. 114 and 118, "Accounting by Creditors for
Impairment of a Loan" as of January 1, 1995. At January 1, 1995, the
recorded investment in loans for which impairment has been recognized in
accordance with SFAS No. 114 and 118 totaled approximately $195,000, of
which 100% related to loans that were individually identified and measured
for impairment with a valuation allowance of $19,500. For the year ended
December 31, 1995 the average recorded investment in impaired loans was
approximately $193,400. The Company recognizes interest income on impaired
loans on the cash basis. The interest income recognized during 1995 on the
impaired loans was immaterial to the Bank's 1995 operations.

Activity in the allowance for loan losses for 1995 and 1994 are
summarized as follows:

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Allowance at beginning of year $ 234,113 $ 209,359
Additions:
Provision for loan losses 11,000 30,000
Recoveries 31,493 550
------------- ------------
42,493 30,550
------------- ------------

Loans charged off (5,575) (5,796)
------------- ------------

Allowance at end of year $ 271,031 $ 234,113
============= ============
</TABLE>

In management's opinion, the allowance is adequate to reflect the risk
in the loan portfolio.

4. BANK PREMISES AND EQUIPMENT:

A summary of the Bank premises and equipment at December 31, 1995 and
1994 is as follows:

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Land $ 246,615 $ 246,615
Building and improvements 563,424 539,164
Furniture, fixtures and equipment 302,715 301,778
-------------- --------------
1,112,754 1,087,557
Accumulated depreciation (315,482) (280,063)
-------------- --------------
$ 797,272 $ 807,494
============== ==============
</TABLE>

F-12
<PAGE> 70

NOTES TO FINANCIAL STATEMENTS, CONTINUED

5. OTHER REAL ESTATE:

A summary of the Bank's other real estate is as follows at December 31:

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Acquired through foreclosure $ 60,000 $ 327,200
Valuation allowance (5,242) (96,687)
------------ -------------
$ 54,758 $ 230,513
============ =============
</TABLE>

6. INTEREST EXPENSE ON DEPOSITS:

Interest expense on deposits for the years ended December 31, 1995 and
1994 is summarized as follows:

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Interest bearing demand deposits $ 54,092 $ 47,713
Money market deposits 98,521 75,280
Saving deposits 29,819 27,847
Time deposits 563,813 377,672
------------ ------------
$ 746,245 $ 528,512
============ ============
</TABLE>

7. INCOME TAXES:

Deferred income taxes reflect the net tax effects of temporary timing
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Bank's deferred tax assets and liabilities as
of December 31, 1995 and 1994, respectively, are as follows:

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Deferred income tax assets:
Allowance for doubtful accounts $ 49,579 $ 45,440
Write-downs of other real estate 1,973 18,815
Alternative minimum tax credits 0 7,114
Other 11,354 895
Valuation allowance available for sale securities 0 32,486
------------- -------------
Gross deferred tax asset 62,906 104,750
Less: valuation allowance 0 (9,715)
------------- -------------
Deferred tax assets 62,906 95,035
------------- -------------
Deferred income tax liabilities:
Tax over book depreciation (39,671) (39,121)
Cash to accrual adjustment (30,235) (23,428)
Valuation allowance available for sale securities (1,002) 0
------------- -------------
Gross deferred tax liabilities (70,908) (62,549)
------------- -------------
Total deferred tax asset/(liability) $ (8,002) $ 32,486
============= =============
</TABLE>

F-13
<PAGE> 71

NOTES TO FINANCIAL STATEMENTS, CONTINUED

7. INCOME TAXES, CONTINUED:

The effective tax rate differs from statutory tax rates as follows:

<TABLE>
<CAPTION>
1995 1994
---------------------------- ------------------------------
% OF % OF
PRETAX PRETAX
AMOUNT INCOME AMOUNT INCOME
------------- ------ ---------------- --------
<S> <C> <C> <C> <C>
Statutory federal tax rate $ 278,209 34.00% $ 166,606 34.00%
Utilization of net operating loss
carryforwards
0 0.00% (127,953) (26.10)%
Effect of graduated tax rates 0 0.00% (11,070) (2.30)%
State income taxes, net of federal income tax benefit
23,562 2.90% 2,574 0.50%
Alternative minimum tax 0 0.00% 12,527 2.60%
Other 4,849 0.60% 1,216 0.30%
------------- ------ --------------- -------
$ 306,620 37.50% $ 43,900 9.00%
============= ====== =============== =======
</TABLE>

Significant components of the provision for income taxes for the year
ending December 31, 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
1995 1994

<S> <C> <C>
Current:
Federal $ 264,620 $ 40,000
State 35,000 3,900
------------ -----------
Total current 299,620 43,900
------------ -----------
Deferred:
Federal 6,300 0
State 700 0
------------ -----------
Total deferred 7,000 0
------------ -----------
$ 306,620 $ 43,900
============ ===========
</TABLE>

8. RELATED PARTY TRANSACTIONS:

In the course of its business, the Bank has granted loans to directors
of the Bank and to their related interests. As of December 31, 1995 and
1994, loans aggregating approximately $596,000 and $716,000, respectively,
were outstanding to such parties.

F-14
<PAGE> 72

NOTES TO FINANCIAL STATEMENTS, CONTINUED

9. REGULATORY REQUIREMENTS:

State banking regulations limit the amount of dividends that may be
paid without the prior approval of the Bank's regulatory agency. In
accordance with Florida Banking regulations, the Bank transferred $92,999
and $76,872 in 1995 and 1994, respectively, from retained earnings to
additional paid-in capital during 1994.

The current guidelines require the Bank to maintain total and tier-one
capital of 8% and 4%, respectively, and a leverage ratio of 3% as of
December 31, 1995. At December 31, 1995, the Bank's total risk-based
capital, tier-one capital and leverage ratios were in excess of the amounts
required.

10. COMMITMENTS AND CONTINGENCIES:

In the normal course of business, the Bank has various outstanding
commitments to extend credit that are not reflected in the accompanying
financial statements. At December 31, 1995 and 1994, commitments to extend
credit and standby letters of credit aggregated approximately $1,943,000
and $1,914,000, respectively. The Bank's exposure to credit loss in the
event of non-performance by the other party to the financial instrument
for loan commitments and standby letters of credit is represented by the
contractual amounts of those instruments. The Bank uses the same credit
policies in making commitments and conditional obligations as it does for
on-balance-sheet instruments.

Since certain of the loan commitments may expire without being drawn
upon, the total commitment amount does not necessarily represent future
cash requirements. The Bank evaluates each borrower's credit worthiness on
a case-by-case basis. The amount of collateral obtained, if deemed
necessary by the Bank upon extension of credit, is based on management's
credit evaluation of the counterparty. Collateral held varies, but may
include real estate, autos, boats, inventory, receivables and deposit
accounts.

Standby letters of credit are conditional commitments issued by the
Bank to guarantee the performance of a customer to a third party. The
credit risk involved in issuing letters of credit is essentially the same
as that involved in extending loan facilities to customers. There are no
significant concentrations of credit risk with any individual counterparty
to originate loans.

The Bank is involved in legal proceedings primarily involving the
recovery of loans previously charged off or adequately provided for in the
allowance for loan losses. Management, after a review of all litigation
with counsel, believes that the resolution of these matters will not have a
material effect on the financial position and results of operations of the
Bank.

F-15
<PAGE> 73

NOTES TO FINANCIAL STATEMENTS, CONTINUED

11. FAIR VALUES OF FINANCIAL INSTRUMENTS:

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires that the bank disclose estimated fair values for its financial
instruments. Fair value is defined as the price at which a financial
instrument could be liquidated in an orderly manner over a reasonable time
period under present market conditions. Fair values estimates, methods
and assumptions are set forth below for the Bank's financial instruments.

CASH, DUE FROM BANK AND FEDERAL FUNDS SOLD - For cash, due from banks
and federal funds sold, the carrying amount is a reasonable estimate of
fair value.

INVESTMENT SECURITIES - The fair value of investments securities is
estimated based on bid prices published in financial newspapers or bid
quotations received from securities dealers.

LOANS - The estimated fair value of the Bank's performing fixed rate
loans was calculated by discounting contractual cash flows adjusted for
current prepayment estimates. The discount rates were based on the
interest rate charged to current customers for comparable loans. The
Bank's performing adjustable rate loans reprice frequently at current
market rates. Therefore, the fair value of these loans has been estimated
to be approximately equal to their carrying amount.

The impact of delinquent loans on the estimation of the fair values
described above is not considered to have a material effect and,
accordingly, delinquent loans have been disregarded in the valuation
methodologies used.

DEPOSIT LIABILITIES - The fair value of deposits with no stated
maturity, such as demand, NOW, money market and savings is equal to the
amount payable on demand as of December 31, 1995. The fair value of time
deposits is estimated using the rates currently offered for deposits of
similar remaining maturities.

COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT- The fair
value of commitments to extend credit is estimated using the fees
currently charged to enter into similar agreements, taking into account
the remaining terms of the agreements and the present creditworthiness of
the counterparties. For fixed rate loan commitments, fair value also
considers the difference between current levels of interest rates and the
committed rates. The fair value of letters of credit is based on fees
currently charged for similar agreements or on the estimated cost to
terminate them or otherwise settle the obligations with the
counterparties.

F-16
<PAGE> 74

NOTES TO FINANCIAL STATEMENTS, CONTINUED

11. FAIR VALUES OF FINANCIAL INSTRUMENTS, CONTINUED:

The estimated fair values of the Bank's financial instruments are as
follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
-------------------------------
1995
-------------------------------
CARRYING
AMOUNT FAIR VALUE
----------- ----------
<S> <C> <C> <C>
Financial assets:
Cash and due from bank and federal funds sold $ 1,626 $ 1,626
Investment securities 7,284 7,178

Loans - fixed rate 11,033 11,011
Loans - variable rate 7,495 7,495
Less: Allowance for loan losses (271) (271)
Deferred loan fees (61) (61)
----------- ---------
Loans, net $ 18,196 $ 18,174

Financial liabilities:
Deposits - no stated maturity $ 13,067 $ 13,067
Time deposits 11,010 11,069
CONTRACT/
NOTIONAL
AMOUNT

Unrecognized financial instruments:
Loan commitments $ 1,587 $ 0 $ 0
Standby letters of credit 356 0 0
</TABLE>

The value estimates are based on existing on- and off-balance sheet
financial instruments without attempting to estimate the value of
anticipated future business and the value of assets and liabilities that are
not considered financial instruments. Other significant assets and
liabilities that are not considered financial assets or liabilities include
deferred tax assets and property, plant and equipment. In addition, the tax
ramifications related to the realization of the unrealized gains and losses
for investment securities can have a significant effect on fair value
estimates and have not been considered in many of the estimates.

LIMITATIONS - The fair value estimates are made at a discrete point in
time based on relevant market information and information about the
financial instrument. Quoted market prices, when available, are used as the
measure of fair value. When quoted market prices are not available, fair
value estimates have been based on judgments regarding future expected loss
experience, current economic conditions, risk characteristics of various
financial instruments, and other factors. These estimates are inherently
subjective, involving uncertainties and matters of significant judgment,
and, therefore, may not be indicative of the value that could be realized in
a current market exchange. Changes in assumptions could significantly affect
the estimates.

F-17
<PAGE> 75

NOTES TO FINANCIAL STATEMENTS, CONTINUED

12. RISKS AND UNCERTAINTIES:

The earnings of the Bank are dependent primarily upon the level of net
interest income, which is the difference between interest earned on its
interest earned assets, such as loans and investments and the interest paid
on its interest-bearing liabilities, such as deposits. Accordingly, the
operations of the Bank are subject to risks and uncertainties surrounding
its exposure to changes in the interest rate environment.

The financial statements of the Bank are prepared in conformity with
generally accepted accounting principles that require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from these
estimates.

Significant estimates are made by management in determining the
allowance for loan losses and carrying values of other real estate assets.
Consideration is given to a variety of factors in establishing these
estimates including current economic conditions, diversification of the loan
portfolio, delinquency statistics, results of internal loan reviews,
borrowers' perceived financial and managerial strengths, the adequacy of
underlying collateral, if collateral dependent, or present value of future
cash flows and other relevant factors. Since the allowance for possible loan
losses and the carrying value of other real estate assets is dependent, to a
great extent, on the general economic conditions and other conditions that
may be beyond the Bank's control, it is at least reasonably possible that
the estimates of the allowance for possible loan losses and the carrying
values of the other real estate assets could differ materially in the near
term.

13. SUBSEQUENT EVENT:

On February 12, 1996, Lake State Bank entered into a definitive
agreement and plan of merger with South Trust Bank of Florida, N.A.
Finalization of this merger is contingent upon regulatory and Lake State
Bank shareholder approval.

Immediately prior to the effective date of the merger, each Lake State
Bank share outstanding shall be converted into the right to receive a
predetermined percentage of one share of common stock of South Trust Bank.
(This percentage is known as the conversion ratio.)

F-18
<PAGE> 76

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST BANK OF FLORIDA,

NATIONAL ASSOCIATION

AND

LAKE STATE BANK

JOINED IN BY

SOUTHTRUST OF FLORIDA, INC.

AND

SOUTHTRUST CORPORATION

A-i
<PAGE> 77

<TABLE>
ARTICLE I
THE MERGER
<S> <C> <C>
Section 1.1 Constituent Corporations; Consummation of Merger; Closing Date . . . . . . . . . A-1
Section 1.2 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
Section 1.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3

ARTICLE II
CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of LSB Shares . . . . . . . . . . . . . . . . . . . . . . . A-3
Section 2.2 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
Section 2.3 Effectuating Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
Section 2.4 Laws of Escheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
Section 2.5 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF LSB

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

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

Section 4.1 Organization and Related Matters of SouthTrust . . . . . . . . . . . . . . . . . A-12
Section 4.2 Organization and Related Matters of ST-FL . . . . . . . . . . . . . . . . . . . . A-12
Section 4.3 Organization and Related Matters of ST-Bank . . . . . . . . . . . . . . . . . . . A-13
Section 4.4 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
Section 4.5 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
Section 4.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 4.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . A-14

</TABLE>

A-ii
<PAGE> 78
<TABLE>
<S> <C> <C>
Section 4.8 Legal Proceedings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 4.9 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 4.10 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 4.11 Accounting, Tax, Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 4.12 Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 4.13 No Broker's or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
Section 4.14 Untrue Statements and Omissions . . . . . . . . . . . . . . . . . . . . . . . . . A-15

ARTICLE V
COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of LSB . . . . . . . . . . . . . . . . . . . . . . . . . A-15
Section 5.2 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16
Section 5.3 Access to Properties; Personnel and Records . . . . . . . . . . . . . . . . . . . A-16
Section 5.4 Approval of LSB Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 5.5 No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 5.6 Notice of Deadlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 5.7 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 5.8 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 5.9 Compliance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 5.10 Exemption Under Anti-Takeover Statutes . . . . . . . . . . . . . . . . . . . . . A-17

ARTICLE VI
ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 6.2 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
Section 6.3 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
Section 6.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
Section 6.5 Current Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
Section 6.6 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
Section 6.7 Reservation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19

ARTICLE VII
MUTUAL CONDITIONS TO CLOSING

Section 7.1 Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
Section 7.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
Section 7.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
Section 7.4 Proxy Statement and Registration Statement . . . . . . . . . . . . . . . . . . . A-19

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

Section 8.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . A-19
Section 8.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 8.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . A-20
Section 8.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 8.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 8.6 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 8.7 Material Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 8.8 Matters Relating to Employment Agreements . . . . . . . . . . . . . . . . . . . . A-20
Section 8.9 Outstanding Shares of LSB . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 8.10 Dissenters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Section 8.11 Certification of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20

</TABLE>

A-iii
<PAGE> 79

ARTICLE IX
CONDITIONS TO OBLIGATIONS OF LSB

Section 9.1 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Section 9.2 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Section 9.3 Certificate Representing Satisfaction of Conditions . . . . . . . . . . . . . . . A-21
Section 9.4 Absence of Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Section 9.5 Consents Under Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Section 9.6 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Section 9.7 SouthTrust Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Section 9.8 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21

ARTICLE X
TERMINATION, WAIVER AND AMENDMENT

Section 10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Section 10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
Section 10.3 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
Section 10.4 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
Section 10.5 Non-Survival of Representations and Warranties . . . . . . . . . . . . . . . . . A-22

ARTICLE XI
MISCELLANEOUS

Section 11.1 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23
Section 11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23
Section 11.3 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 11.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 11.8 Persons Bound; No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 11.9 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 11.10 Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
Section 11.11 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24

</TABLE>

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<PAGE> 80

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

This AGREEMENT AND PLAN OF MERGER, dated as of the ____ day of
February, 1996 (this "Agreement"), by and between SouthTrust Bank of Florida,
National Association, a national banking association ("ST-Bank"), and Lake
State Bank, a Florida banking corporation ("LSB"), 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
LSB 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 LSB to be merged with and into
ST-Bank;

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

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

WHEREAS, the Boards of Directors of ST-Bank and LSB 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 LSB
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 LSB 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 LSB,
par value $8.00 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, LSB 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
entity (sometimes hereinafter referred to as "Surviving Corporation" when
reference is made to it after the Effective Time of the Merger (as defined
below)). The Merger shall become effective on the date and at the time on
which the Merger is deemed effective by each of the Office of the Comptroller
Department of Banking and Finance of the State of Florida and the Office of the
Comptroller of the Currency (such time is hereinafter referred to as the
"Effective Time of the Merger"). Subject to the terms and conditions hereof,
unless otherwise agreed upon by SouthTrust and LSB, the Effective Time of the
Merger shall occur as soon as
<PAGE> 81

practicable 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 LSB, 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 LSB 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 LSB is located at 21780
State Road 54, Lutz, Florida. The main office of ST-Bank is located at 150
Second Avenue, North, St. Petersburg, Florida 33701-3316, 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 150 Second Avenue, North, St. Petersburg,
Florida 33701-3316. The branch offices of the Surviving Corporation shall be
each existing branch office of ST-Bank and the existing main and branch office
of LSB.

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

(f) After the Effective Time of the Merger, the
Surviving Corporation shall have 1,000,000 shares of Common Stock, par value
$10 per share ("ST-Bank Common Stock"), authorized, 1,000,000 shares of which
shall be issued and outstanding and no shares of which shall be held as
treasury stock. The total amount of capital stock of the Surviving Corporation
shall be $10,000,000, and the total capital of the Surviving Corporation shall
consist of such capital stock, plus the combined capital and surplus of LSB
(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, 1995 and the Effective Time of the Merger.

(g) As of December 31, 1995, ST-Bank had total
capital of $314,356,000 divided into 1,000,000 shares of Common Stock par value
$10, and surplus and undivided profits and net unrealized gains (losses) on
available for sale securities of $304,356,000. As of December 31, 1995, LSB
had total capital of $3,584,220 divided into 316,332 shares of authorized
Common Stock, par value $8.00, 316332 of which are issued and outstanding and
none of which are held as treasury stock, and surplus and undivided profits and
net unrealized holding gains (losses) on available for sale securities of
$1,053,564.

(h) The Surviving Corporation shall have trust
powers.

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

Section 1.2 Effect of Merger. (a) At the Effective Time of the
Merger, LSB shall be merged with and into ST-Bank and the separate existence of
LSB 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

A-2
<PAGE> 82

servicemarks of LSB. 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 LSB 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 LSB last in office shall execute and deliver or cause
to be executed and delivered in the name of LSB 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 LSB.

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of LSB 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 LSB, par value $8.00 (the "LSB Shares"):

(a) All LSB Shares which are held by LSB 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 LSB Shares (as hereinafter defined),
each LSB Share outstanding immediately prior to the Effective
Time of the Merger shall be converted into the right to
receive .84 of one share of common stock of SouthTrust (and
the rights associated therewith issued pursuant to a Rights
Agreement dated February 22, 1989 between SouthTrust and
Mellon Bank, N.A.) (together, the "SouthTrust Shares") (such
fraction, as may be adjusted, as provided herein, being
hereinafter referred to as the "Conversion Ratio"). The
Conversion Ratio, including the number of SouthTrust Shares
issuable in the Merger, shall be subject to an appropriate
adjustment in the event of any stock split, reverse stock
split, dividend payable in SouthTrust Shares, reclassification
or similar distribution whereby SouthTrust issues SouthTrust
Shares or any securities convertible into or exchangeable for
SouthTrust Shares without receiving any consideration in
exchange therefor, provided that the record date of such
transaction is a date after the date of the Agreement and
prior to the Effective Time of the Merger.

(c) Each outstanding LSB 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 LSB 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. LSB shall give SouthTrust prompt
notice upon receipt by LSB of any written objection to the
Merger and any written demands for payment of the

A-3
<PAGE> 83

fair or appraised value of LSB Shares, and of withdrawals of
such demands, and any other instruments provided to LSB
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 LSB Shares held by such Dissenting
Shareholder shall receive payment therefor from ST-Bank, as
escrow agent (the "Escrow Agent"), on behalf of LSB out of
funds provided to the Escrow Agent by LSB 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 LSB Shares shall be canceled.
Neither LSB 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 LSB 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, LSB 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 LSB 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 sales price of such SouthTrust Shares, as reported by The NASDAQ
Stock Market -- National Market System ("NASDAQ") on the last trading day
preceding the Effective Time of the Merger or, if the SouthTrust Shares
hereafter become listed for trading on any national securities exchange
registered under the Securities Exchange Act of 1934, the last sales or closing
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 LSB Shares transmittal
materials (the "Letter of Transmittal") for use in exchanging their
certificates formerly representing LSB 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 LSB
Shares held by the former holders of the LSB Shares, SouthTrust shall cause the
appropriate number of SouthTrust Shares to be issued to the former holders of
LSB Shares submitting such Letters of Transmittal. Amounts that would have
been payable to Dissenting Shareholders for LSB 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 LSB shall be closed as to holders of LSB Shares immediately
prior to the Effective Time of the Merger and no transfer of LSB Shares by any
such holder shall thereafter be made or recognized and each outstanding
certificate formerly representing LSB Shares shall, without any action on the
part of any holder thereof, no longer represent LSB 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 LSB Shares represented thereby
were converted in the Merger.

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(c) In the event that any holder of record as of the
Effective Time of the Merger of LSB Shares is unable to deliver the certificate
which represents such holder's LSB Shares, ST-FL, in the absence of actual
notice that any LSB 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 LSB 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 LSB 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 LSB 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 LSB Shares, and neither SouthTrust nor
ST-FL shall be obligated to deliver any of the consideration contemplated by
this Agreement, any amount of cash representing fractional SouthTrust Shares or
any such dividend or other distribution with respect to SouthTrust Shares until
such holder shall surrender the certificate or certificates representing LSB
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 LSB 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 LSB, SouthTrust,
ST-FL, ST-Bank, nor any other person acting on their behalf shall be liable to
a holder of LSB 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.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF LSB

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

(b) LSB 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 LSB.

(c) LSB does not own any capital stock of any subsidiary
and LSB 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 LSB 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 LSB
consists of 500,000 shares of common stock, par value $8.00 (hereinbefore and
hereinafter referred to as "LSB Shares"), 316,332 shares of which as of the
date hereof are issued and outstanding (and an additional none of which are
held in the treasury of LSB). All of the issued and outstanding LSB 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 LSB, or any securities or rights convertible
into or exchangeable for shares of capital stock of LSB.

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

(b) LSB has previously delivered to SouthTrust copies of
the Call Reports of LSB as of and for the years ended 1993, 1994 and 1995, and
LSB 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 LSB, the Call Reports of LSB 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 LSB").

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

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

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

Section 3.4 Loan Portfolio. Except as set forth in Disclosure
Schedule 3.4, (i) all evidences of indebtedness in original principal amount in
excess of $10,000 reflected as assets in the Financial Statements of LSB and
the Call Reports of LSB as of and for the year ended December 31, 1995 were as
of such date in all respects the binding obligations of the respective obligors
named therein in accordance with their respective terms, (ii) the allowances
for possible loan losses shown on the Financial Statements of LSB and the Call
Reports of LSB as of and for the year ended December 31, 1995, and the
allowance for possible loan losses to be shown on the Financial Statements of
LSB and the Call Reports of LSB as of any date subsequent to the execution of
this Agreement will be, as of such dates, adequate to provide for possible
losses, net of recoveries relating to loans previously charged off, in respect
of loans outstanding (including accrued interest receivable) of LSB 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, LSB 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 LSB or any ten percent (10%) shareholder of LSB, 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 LSB
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 LSB.

Section 3.6 Authority; No Violation. (a) LSB has full corporate
power and authority to execute and deliver this Agreement and, subject to the
approval of the shareholders of LSB and to the receipt of the Consents of the
Regulatory Authorities, to consummate the transactions contemplated hereby.
The Board of Directors of LSB 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 LSB' 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
LSB are necessary to consummate the transactions so contemplated. This
Agreement, when duly and validly executed by LSB and delivered by LSB, will
constitute a valid and binding obligation of LSB, and will be enforceable
against LSB 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 LSB nor the
consummation by LSB of the transactions contemplated hereby, nor compliance by
LSB with any of the terms or provisions hereof, will (i) violate any provision
of the Articles of Incorporation or Bylaws of LSB (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 LSB 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

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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 LSB 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 LSB is a party, or by which LSB 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 LSB in connection with any proxy statement of LSB relating
to the meeting of the shareholders of LSB 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
LSB; (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 LSB of this
Agreement, and the consummation by LSB of the Merger and the other transactions
contemplated hereby.

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

Section 3.9 Absence of Certain Changes or Events. Except as
occasioned by this Agreement or with the consent of SouthTrust, since December
31, 1995, there has not been (i) any declaration, payment or setting aside of
any dividend or distribution (whether in cash, stock or property) in respect of
the LSB Shares or (ii) any change or any event involving a prospective change
in the Condition of LSB which has had, or is reasonably likely to have, a
material adverse effect on the Condition of LSB or on LSB generally, including,
without limitation any change in the administration or supervisory standing or
rating of LSB 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, LSB is not a party to any, and there are no pending
or, to the knowledge of LSB, threatened, judicial, administrative, arbitral or
other proceedings, claims, actions, causes of action or governmental
investigations against LSB challenging the validity of the transactions
contemplated by this Agreement and, to the knowledge of LSB as of the date
hereof, there is no material proceeding, claim, action or governmental
investigation against LSB; no judgment, decree, injunction, rule or order of
any court, governmental department, commission, agency, instrumentality or
arbitrator is outstanding against LSB which has a material adverse effect on
the Condition of LSB; there is no default by LSB under any material contract or
agreement to which LSB is a party; and LSB is not a party to any agreement,
order or memorandum in writing by or with any Regulatory Authority restricting
the operations of LSB and LSB 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. LSB has previously delivered
or made available to SouthTrust copies of the federal income tax returns of LSB
for the years 1991, 1992, 1993 and 1994 and all schedules and exhibits thereto,
and, to the knowledge of LSB 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, LSB 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 LSB 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 LSB 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 LSB 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 LSB and the Call Reports
of LSB 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. LSB is not responsible for the taxes of any other person
other than LSB, under Treasury Regulation 1.1502-6 or any similar provision of
federal, state or foreign law.

Section 3.12 Employee Benefit Plans. (a) LSB 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) LSB (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

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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) LSB 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 LSB comply in both form and operation, in
all material respects, with ERISA and the Code that are applicable, or intended
to be applicable, to such "employee benefit plans." LSB has no any material
liability under any such plan that is not reflected in the Financial Statements
of LSB or the Call Reports of LSB.

(e) To the best knowledge of LSB, 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 LSB (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 LSB; and, to the best knowledge of LSB 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 LSB 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", LSB 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 LSB, or the Call Reports of LSB or acquired
subsequent thereto (except to the extent that such assets and properties have
been disposed of for fair value in the ordinary course of business since
December 31, 1995), free and clear of all liens, encumbrances, mortgages,
security interests, restrictions, pledges or claims, except for (i) those
liens, encumbrances, mortgages, security interests, restrictions, pledges or
claims reflected in the Financial Statements of LSB and the Call Reports of LSB
or incurred in the ordinary course of business after December 31, 1995, (ii)
statutory liens for amounts not yet delinquent or which are being contested in
good faith, and (iii) liens, encumbrances, mortgages, security interests,
pledges, claims and title imperfections that are not in the aggregate material
to the Condition of LSB.

(b) All agreements pursuant to which LSB 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 LSB.

(c) Other than "other real estate owned", (i) all of the
buildings, structures and fixtures owned, leased or subleased by LSB, 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 LSB, 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 LSB or in which LSB
has any ownership or leasehold interest; provided that "other real estate
owned" or otherwise held in the loan portfolio of LSB is only reasonably
identified on Disclosure Schedule 3.14(a).

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

(c) LSB 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 LSB.

(d) Except as set forth in Disclosure Schedule 3.14(d),
as to each parcel of real property owned or used by LSB, LSB has not received
notice of any pending or, to the knowledge of LSB threatened condemnation
proceedings, litigation proceedings or mechanics or materialmen's liens.

Section 3.15 Environmental Matters.

(a) LSB 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 LSB.

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

(c) To the knowledge of LSB, 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 LSB.

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

(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 LSB has
engaged in Participation in the Management of such facility, and, where
required by the context, includes the owner or operator of such facility, but
only with respect to such facility; "Participation in the Management" of a
facility has the meaning set forth in 40 C.F.R. Section 300.1100(c).

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

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(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 LSB);

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

(c) Any contract covenants which limit the ability of LSB
to compete in any line of business or which involve any restriction of the
geographical area in which LSB 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 $25,000 or more; or

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

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

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

(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 LSB; 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) asserting that LSB 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 LSB, (ii)
threatening to revoke any permit, the revocation of
which is reasonably likely to have a material adverse
effect on the Condition of LSB, (iii) requiring LSB
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,

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restrict or limit in any manner, the operations of
LSB, 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 LSB 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
LSB to be included in the Proxy Statement which is to be mailed to the
shareholders of LSB 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 LSB are
insured by the Bank Insurance Fund in accordance with the provisions of the
Federal Deposit Insurance Act (the "Act"); LSB 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 LSB 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 LSB 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 LSB prior to the Effective Time of the Merger.

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

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

Section 4.2 Organization and Related Matters of ST-FL. (a)
ST-FL is a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida. ST-FL has the corporate power and
authority to own or lease all of its properties and assets and to carry on its
business as now conducted, or as proposed to be conducted pursuant to this
Agreement, and ST-FL is licensed or qualified to do business in each
jurisdiction in which the nature of the business conducted by ST-FL, or the
character or location of the properties and assets owned or leased by ST-FL
makes such licensing or qualification necessary, except where the failure to be
so licensed or qualified (or steps necessary to cure such failure) would not
have a material adverse effect on the Condition of

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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 LSB
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 LSB.

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

(c) As of the Effective Time of the Merger, the minute
books of ST-Bank will contain complete and accurate records in all material
respects of all meetings and other corporate actions held or taken by the
shareholders and Board of Directors of ST-Bank.

Section 4.4 Capitalization. As of December 31, 1995, the
authorized capital stock of SouthTrust consisted of 200,000,000 shares of
common stock, par value $2.50 per share, 88,398,198 shares (which includes the
rights associated with such shares pursuant to that certain Rights Agreement
dated as of February 22, 1989 between SouthTrust and Mellon Bank, N.A.), of
which are issued and outstanding (exclusive of any such shares held in the
treasury of SouthTrust as of the date hereof), and 5,000,000 shares of
preferred stock, par value $1.00 per share, none of which is issued and
outstanding as of the date hereof. All issued and outstanding SouthTrust
Shares have been duly authorized and validly issued, and all such shares are
fully paid and nonassessable.

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 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. Subject to
the foregoing, 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,

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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 LSB copies of the consolidated financial statements of SouthTrust as of and
for the years ended December 31, 1994 and December 31, 1995, and SouthTrust
will make available to LSB, 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 December 31, 1995, SouthTrust has not incurred
any obligation or liability (contingent or otherwise) that has or might
reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the Condition of SouthTrust on a consolidated basis, except
obligations and liabilities (i) which are accrued or reserved against in the
Financial Statements of SouthTrust or reflected in the notes thereto, and (ii)
which were incurred after December 31, 1995 in the ordinary course of business
consistent with past practices. Since December 31, 1995, and except for the
matters described in (i) and (ii) above, SouthTrust has not incurred or paid
any obligation or liability which would be material to the Condition of
SouthTrust on a consolidated basis.

Section 4.7 Absence of Certain Changes or Events. Since December
31, 1995, there has not been any material adverse change in the Condition of
SouthTrust on a consolidated basis, and to the knowledge of SouthTrust, no fact
or condition exists which might reasonably be expected to cause such a material
adverse change in the future.

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

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

Section 4.10 Consents and Approvals. Except for (i) the Consents
of the Regulatory Authorities; (ii) approval of this Agreement by the
respective shareholders of ST-Bank and LSB; (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 LSB 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 LSB in connection with the solicitation of their approval of this Agreement
will, at the time such

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

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

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

ARTICLE V

COVENANTS AND AGREEMENTS

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

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

(iv) make any capital expenditures individually in excess of
$10,000, or in the aggregate in excess of $25,000 other than
pursuant to binding commitments existing on December 31, 1995
and disclosed in a Disclosure Schedule delivered pursuant to
Article III of this Agreement or in the annexed Schedule
5.1(b)(iv) and other than expenditures necessary to maintain
existing assets in good repair;

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required by law; grant any general increase in compensation to
its employees as a class or to its officers except for
non-executive officers in the ordinary course of business and
consistent with past practices and policies or except in
accordance with the terms of an enforceable written agreement;
grant any material increases in fees or other increases in
compensation or in other benefits to any of its directors; or
effect any change in any material respect in retirement
benefits to any class of employees or officers, except as
required by law;

(vii) enter into or extend any agreement, lease or license relating
to real property, personal property, data processing or
bankcard functions relating to LSB that involves an aggregate
of $25,000; or

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

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

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

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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 LSB Shareholders. LSB 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 LSB will recommend to its shareholders the approval of this Agreement and
the transactions contemplated hereby and LSB 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. LSB, 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 LSB, 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 LSB. LSB shall promptly advise SouthTrust orally and
in writing of any such inquiries or proposals received by LSB 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 LSB or for the
acquisition of a significant equity interest in LSB or for the acquisition of a
significant portion of the assets of LSB.

Section 5.6 Notice of Deadlines. LSB 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 LSB 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, LSB shall deliver to SouthTrust a letter
identifying all persons who are, at the time this Agreement is submitted for
approval to the shareholders of LSB, "affiliates" of LSB for purposes of the
Securities Act of 1933. In addition, LSB shall use its reasonable efforts to
cause each person who is a shareholder of LSB 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 LSB 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 LSB, until such time as
the financial results covering at least thirty (30) days of combined operations
of SouthTrust and LSB 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 LSB in exchange for the LSB Shares shall not be
transferable until such time as the financial results covering at least thirty
(30) days of combined operations of SouthTrust and LSB 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, 5.7.

Section 5.8 Maintenance of Properties. LSB 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, LSB shall take, or cause to be taken, all steps reasonably
requested by SouthTrust to cure any deficiencies in regulatory compliance by
LSB; 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, LSB will use its best efforts to take all steps
required to exempt the transactions contemplated by this Agreement from any
applicable state anti-takeover law.

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

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

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

(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 LSB 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 LSB 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 LSB 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 LSB'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 LSB prior to the Effective Time of the Merger ("Past
Service Credit") shall be given by SouthTrust to employees for
purposes of:

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

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

Section 6.4 Indemnification. LSB 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 LSB 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.

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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 LSB
and to report with respect to the general status and the ongoing operations of
SouthTrust.

Section 6.6 Registration Statement. SouthTrust shall cause the
Registration Statement to be filed and shall use its best efforts to cause such
Registration Statement to be declared effective under the Securities Act of
1933, which Registration Statement, at the time it becomes effective, and at
the Effective Time of the Merger, shall in all material respects conform to the
requirements of the Securities Act of 1933 and the general rules and
regulations of the SEC under the Securities Act of 1933. The Registration
Statement shall include the form of Proxy Statement for the meeting of LSB's
shareholders to be held for the purpose of having such shareholders vote upon
the approval of this Agreement. LSB will furnish to SouthTrust the information
required to be included in the Registration Statement with respect to its
business and affairs before it is filed with the SEC and again before any
amendments are filed. SouthTrust shall take all actions required to qualify or
obtain exemptions from such qualifications for the SouthTrust Shares to be
issued in connection with the transactions contemplated by this Agreement under
applicable state blue sky securities laws, as appropriate.

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

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The obligations of SouthTrust, ST-FL and ST-Bank, on the one hand, and
LSB, 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 LSB 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 LSB, based upon
advice of counsel, would have a material adverse effect with respect to the
interests of SouthTrust or LSB, as the case may be.

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

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF SOUTHTRUST, 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 LSB 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

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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. LSB 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.
LSB 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 LSB 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 LSB or the consummation of the transactions contemplated by this
Agreement, (b) would be of such significance with respect to the business or
economic benefits expected to be obtained by SouthTrust pursuant to this
Agreement as to render inadvisable the consummation of the transactions
pursuant to this Agreement, (c) would be materially adverse to the interests of
SouthTrust on a consolidated basis or (d) would render the Merger or the other
transactions contemplated by this Agreement impractical because of any state of
war, national emergency, banking moratorium or general suspension of trading on
NASDAQ, the New York Stock Exchange, Inc. or other national securities
exchange.

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

Section 8.6 Consents Under Agreements. LSB 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 LSB 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 LSB 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 LSB 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, if any, between LSB and any executive or employee
thereof shall be terminated in their entirety as of the Effective Time of the
Merger.

Section 8.9 Outstanding Shares of LSB. The total number of LSB
Shares outstanding as of the Effective Time of the Merger and the total number
of LSB Shares covered by any option, warrant, commitment, or other right or
instrument to purchase or acquire any LSB Shares that are outstanding as of the
Effective Time of the Merger, including any securities or rights convertible
into or exchangeable for LSB Shares, shall not exceed 316,332 shares in the
aggregate.

Section 8.10 Dissenters. The holders of not more than five
percent (5%) of the outstanding LSB 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. LSB shall have delivered a
certificate to SouthTrust that LSB is not aware of any pending or threatened
claim under the directors and officers insurance policy or the fidelity bond
coverage of LSB.

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ARTICLE IX

CONDITIONS TO OBLIGATIONS OF LSB

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

Section 9.1 Representations and Warranties. The representations
and warranties of SouthTrust, ST-FL and ST-Bank contained in this Agreement or
in any certificate or document delivered pursuant to the provisions hereof
shall be true and correct 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 LSB 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 LSB that any fact, event or condition exists or has occurred
that, in the judgment of LSB, (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 LSB, individually or in the
aggregate, have a material adverse effect upon the consummation of the
transactions contemplated hereby.

Section 9.6 Opinion of Counsel. LSB 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 Tax Opinion. LSB shall have received an opinion of
Bradley, Arant, Rose & White on or before the date on which the Proxy Statement
of LSB is to be mailed to holders of LSB 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 LSB to the extent that they receive SouthTrust Shares in exchange for their
LSB 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 LSB; or

(b) by SouthTrust, ST-FL, ST-Bank or LSB if the Merger
shall not have occurred on or prior to October 31, 1996, provided that the
failure to consummate the Merger on or before such date is not caused by any
breach of any of the representations, 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 LSB (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 LSB set forth in the Agreement or is a material breach of any covenant or
agreement of LSB 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 LSB on a consolidated basis or upon the consummation of the
transactions contemplated by the Agreement, (C) would be materially adverse to
the interests of SouthTrust and ST-FL on a consolidated basis, (D) would be of
such significance with respect to the business or economic benefits expected to
be obtained by SouthTrust under this Agreement so as to render inadvisable
consummation of the transactions contemplated by the Agreement, (E) renders the
Merger or the other transactions contemplated by this Agreement impractical
because of any state of war, national emergency, banking moratorium or general
suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or any other
national securities exchange; or (ii) there shall be any litigation or threat
of litigation (A) challenging the validity or legality of this Agreement or the
consummation of the transactions contemplated by this Agreement, (B) seeking
damages in connection with the consummation of the transactions contemplated by
this Agreement or (C) seeking to restrain or invalidate the consummation of the
transactions contemplated by this Agreement;

(e) by LSB if (i) LSB shall have determined that any
fact, event or condition exists that, in the judgment of LSB, (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) LSB shall have determined that any fact, event or condition exists that,
in the judgment of LSB, 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 LSB.

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 LSB, 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 LSB 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, LSB (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 LSB 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 LSB, on the other hand, of any defense at law or in equity which any of
them otherwise would have to any claim against them by any person, including,
without limitation, any shareholder or former shareholder of either party. No
representation or warranty in this Agreement shall be affected or deemed waived
by reason of the fact that SouthTrust, ST-FL, ST-Bank, LSB 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.

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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 LSB 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 January 12, 1996, as amended. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person, firm, corporation
or entity, other than the parties hereto and their respective successors, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

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 LSB:

Express Mail Address:

Lake State Bank
21780 State Road 54
Lutz, Florida
Attention: ________
Fax __________

Mailing Address:

Lake State Bank
Post Office Box 1493
Land O'Lakes, Florida 34639

with a copy to:

Schrader, Johnson Anvil & Broch, P.A.
37837 Meridian Avenue
Suite 314
Lake City, Florida 33525
Attention: Leonard H. Johnson
Fax (904) 567-6813

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 LSB 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. Unless the context clearly requires otherwise,
the use of the terms "including", "included", "such as", or terms of similar
meaning, shall not be construed to imply the exclusion of any other particular
elements.

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

[CORPORATE SEAL]
LAKE STATE BANK

By: /s/ Frederick A. Meyer
----------------------------
ATTEST Its Chief Executive Officer

/s/ Marti J. Warren
- ------------------------------
Its Secretary

[CORPORATE SEAL]
SOUTHTRUST BANK OF FLORIDA,
NATIONAL ASSOCIATION

By: /s/ Charles E. Hughes
----------------------------
ATTEST Its Chief Executive Officer

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

[CORPORATE SEAL]
SOUTHTRUST OF FLORIDA, INC.

By: /s/ William L. Prater
----------------------------
ATTEST: Its Vice President

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

[CORPORATE SEAL]

SOUTHTRUST CORPORATION

By: /s/ James W. Rainer, Jr.
----------------------------
ATTEST: Its Executive Vice President

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

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AGREEMENT AND PLAN OF MERGER OF
SOUTHTRUST BANK OF FLORIDA,
NATIONAL ASSOCIATION WITH
LAKE STATE BANK

LIST OF SCHEDULES
--------------------------------------------------------

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

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EXHIBIT B
NATIONAL BANKS
CONSOLIDATION AND MERGER

Title 12 United States Code

Section 215A. MERGER OF NATIONAL BANKS OR STATE BANKS INTO NATIONAL BANKS.

(b) Dissenting shareholders

If a merger shall be voted for at the called meetings by the necessary
majorities of the shareholders of each association or State bank participating
in the plan of merger, and thereafter the merger shall be approved by the
Comptroller, any shareholder of any association or State bank to be merged into
the receiving association who has voted against such merger at the meeting of
the association or bank of which he is a stockholder, or has given notice in
writing at or prior to such meeting to the presiding officer that he dissents
from the plan of merger, shall be entitled to receive the value of the shares
so held by him when such merger shall be approved by the Comptroller upon
written request made to the receiving association at any time before thirty
days after the date of consummation of the merger, accompanied by the surrender
of his stock certificates.

The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the merger, by an appraisal made by a
committee of three persons, composed of (1) one selected by the vote of the
holders of the majority of the stock, the owners of which are entitled to
payment in cash; (2) one selected by the directors of the receiving
association; and (3) one selected by the two so selected. The valuation agreed
upon by any two of the three appraisers shall govern. If the value so fixed
shall not be satisfactory to any dissenting shareholder who has requested
payment, that shareholder may, within five days after being notified of the
appraised value of his shares, appeal to the Comptroller, who shall cause a
reappraisal to be made which shall be final and binding as to the value of the
shares of the appellant.

(d) Application to shareholders of merging associations; appraisal
by Comptroller; expenses of receiving association; sale and
resale of shares; State appraisal and merger law

If, within ninety days from the date of consummation of the merger,
for any reason one or more of the appraisers is not selected as herein
provided, or the appraisers fail to determine the value of such shares, the
Comptroller shall upon written request of any interested party cause an
appraisal to be made which shall be final and binding on all parties. The
expenses of the Comptroller in making the reappraisal or the appraisal, as the
case may be, shall be paid by the receiving association. The value of the
shares ascertained shall be promptly paid to the dissenting shareholders by the
receiving association. The shares of stock of the receiving association which
would have been delivered to such dissenting shareholders had they not
requested payment shall be sold by the receiving association at an advertised
public auction, and the receiving association shall have the right to purchase
any of such shares at such public auction, if it is the highest bidder
therefor, for the purpose of reselling such shares within thirty days
thereafter to such person or persons and at such price not less than par as its
board of directors by resolution may determine. If the shares are sold at
public auction at a price greater than the amount paid to the dissenting
shareholders, the excess in such sale price shall be paid to such dissenting
shareholders. The appraisal of such shares of stock in any State bank shall be
determined in the manner prescribed by the law of the State in such cases,
rather than as provided in this section, if such provision is made in the State
law; and no such merger shall be in contravention of the law of the State under
which such bank is incorporated. The provisions of this subsection shall apply
only to shareholders of (and stock owned by them in) a bank or association
being merged into the receiving association.

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EXHIBIT C
May 10, 1996

Lake State Bank
21780 State Road 54
Lutz, FL 33459

Re: Agreement and Plan of Merger of Lake State Bank with
SouthTrust Bank of Florida, N.A., joined in by SouthTrust of
Florida, Inc. and SouthTrust Corporation

Ladies and Gentlemen:

You have requested the opinion of Bradley, Arant, Rose &
White, as counsel to SouthTrust Corporation, a Delaware corporation
("SouthTrust"), regarding the transactions contemplated by that certain
Agreement and Plan of Merger dated February 12, 1996, (the "Merger Agreement"),
by and between SouthTrust Bank of Florida, National Association, a national
banking association ("ST-Bank"), and Lake State Bank, a Florida banking
corporation ("Lake State"), joined in by SouthTrust of Florida, Inc., a Florida
corporation ("ST-FL"), and by SouthTrust. Specifically, you have requested us
to opine that the merger of Lake State with and into ST-Bank (the "Merger")
pursuant to the Merger Agreement will constitute a tax-free reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and that no gain or loss will be recognized by the shareholders of
Lake State upon the receipt solely of SouthTrust voting common stock in
exchange for their Lake State common stock upon consummation of the Merger.

This opinion is being rendered pursuant to your request and
for the benefit of your shareholders, and pursuant to Section 9.8 of the Merger
Agreement and the requirements of Item 21(a) of the registration statement on
Form S-4 (the "Registration Statement") which is being filed today on
SouthTrust's behalf with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. Capitalized terms used herein and not
otherwise defined herein have the meanings given to them in the Merger
Agreement.

In rendering the opinion set forth below, we have examined and
relied upon the originals or copies of the Merger Agreement, and upon the
representations given to us by letter from Lake State of even date herewith,
and by letter from SouthTrust of even date herewith, each as described in the
representations section of this letter (the "Representation Letters"), and such
other documents and materials as we have deemed necessary as a basis for such
opinion. In connection with such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents, agreements and
instruments submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens and the authenticity of the originals of
such documents, agreements and instruments submitted to us as copies or
specimens, and, as to factual matters, the veracity of written statements made
by officers and other representatives of Lake State and SouthTrust included in
the Merger Agreement and the Representation Letters.

FACTS

Immediately prior to the Merger, SouthTrust will own 100% of
the capital stock of ST-FL and ST-FL will own 100% of the capital stock of
ST-Bank.

SouthTrust is a registered bank holding company and is the
common parent of an affiliated group of corporations, including ST-FL and
ST-Bank, that file consolidated federal income tax returns on the calendar year
basis. As of December 31, 1995, SouthTrust had 88,398,198 shares of common
stock issued and outstanding; SouthTrust's common stock is publicly held and
publicly traded through the Automated Quotation System of the National
Association of Securities Dealers, Inc. - National Market System ("NASDAQ").

ST-FL is a Florida corporation all of the capital stock of
which is held by SouthTrust, which includes ST-FL in its consolidated federal
income tax return.

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ST-Bank is a national banking association organized pursuant
to the laws of the United States. As of December 31, 1995, ST-Bank had 150,000
shares outstanding, all of which will be held by ST-FL as of the Effective Time
of the Merger. ST-Bank is included in the consolidated federal income tax
return of SouthTrust. ST-Bank has no subsidiaries.

Lake State is a banking corporation organized pursuant to the
laws of the State of Florida. As of December 31, 1995, Lake State had 316,332
shares of common stock issued and outstanding, and there has been no change in
the number of Lake State common shares outstanding as of the date hereof. Lake
State has no subsidiaries. Lake State is an accrual method taxpayer using a
calendar year accounting period.

THE PROPOSED TRANSACTIONS

Pursuant to the Merger Agreement, the following transactions
will take place:

(1) ST-FL will acquire all of the assets and liabilities
of Lake State in exchange for voting common stock of SouthTrust in a
transaction in which ST-FL directs that all of the assets and liabilities of
Lake State will be transferred to ST-Bank by means of a statutory merger of
Lake State into ST-Bank pursuant to the Merger Agreement.

(2) Lake State will merge with and into ST-Bank in
accordance with Sections 655.412 and 658.40 through 658.45 of the Florida Code
and in accordance with 12 U.S.C. Section 215a, and ST-Bank shall be the
surviving corporation. ST-Bank will acquire all of the assets and assume all
of the liabilities of Lake State, and the separate corporate existence of Lake
State will terminate.

(3) Each share of Lake State stock issued and outstanding
at the Effective Time of the Merger will be exchanged for 0.84 shares of
SouthTrust common stock as set forth in Section 2.1(b) of the Merger Agreement.

(4) No fractional shares of SouthTrust stock will be
issued in the Merger; each Lake State shareholder who would otherwise be
entitled to receive a fractional share interest, if any, will receive cash in
lieu of a fractional share.

(5) Any shareholder who dissents from the Merger will be
entitled to receive the appraisal value of his or her shares in cash. The
obligations of SouthTrust, ST-FL and ST-Bank to consummate the merger are
subject to the condition, among others, that the holders of not more than 5.0%
of the outstanding Lake State shares shall have elected to exercise their right
to dissent from the Merger. Immediately prior to the Effective Time of the
Merger, Lake State will establish an escrow account with an amount of cash
equal to One Hundred and Fifty Percent (150%) of the value of SouthTrust shares
which the dissenting shareholders would have been entitled to receive in the
Merger but for the exercise of their rights of dissent (the "Dissent Escrow").
The escrow agent will disburse the escrowed funds to the dissenting
shareholders in accordance with the Dissent Provisions. Any and all funds
remaining in the Dissent Escrow after such disbursement will be remitted to
ST-Bank as the surviving corporation.

REPRESENTATIONS

Lake State and SouthTrust each have made certain written
representations to us by letters each of even date herewith (the
"Representation Letters"), and with your consent, we have relied upon the
accuracy and validity of these representations provided in the Representation
Letters in offering the opinion expressed below.

OPINION

Upon the basis of the foregoing facts, representations and
assumptions, and solely for purposes of the Code, we are of the opinion that:

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1. For federal income tax purposes the Merger will be
viewed as an acquisition by ST-FL of substantially all of the assets of Lake
State solely in exchange for SouthTrust voting common stock and the assumption
of all the liabilities of Lake State by ST-FL, followed by the transfer of the
assets of Lake State to ST-Bank and the assumption by ST-Bank of the
liabilities of Lake State.

2. The acquisition by ST-FL of substantially all of the
assets of Lake State in exchange solely for shares of SouthTrust voting common
stock and the assumption by ST-FL of Lake State' liabilities, as described
above, will constitute a reorganization within the meaning of Section
368(a)(1)(C) of the Code. For purposes of this opinion, "substantially all"
means at least ninety percent (90%) of the fair market value of the net assets
and at least seventy percent (70%) of the fair market value of the gross assets
of Lake State. Pursuant to Section 368(a)(2)(C) of the Code, the acquisition
by ST-FL of substantially all of the assets of Lake State will not be
disqualified under Section 368(a)(1)(C) of the Code solely by reason of the
fact that the assets of Lake State that were acquired by ST-FL are transferred
to ST-Bank. SouthTrust, ST-FL and Lake State each will be a "party to the
reorganization" within the meaning of Section 368(b) of the Code. The
requirement under Section 368(a)(2)(G) of the Code that Lake State distribute
the stock, securities, and other properties it receives, as well as its other
properties, in pursuance of the plan of reorganization will be satisfied by
reason of the issuance by ST-FL of the merger consideration directly to the
holders of Lake State Common Stock, and by reason of the cessation of the
separate corporate existence of Lake State pursuant to the Merger Agreement and
the applicable provisions of the Florida Code.

3. No gain or loss will be recognized by the
shareholders of Lake State upon the receipt of SouthTrust voting common stock
(including any fractional share interests to which they may be entitled) solely
in exchange for their shares of Lake State stock.

4. The basis of the SouthTrust voting common stock to be
received by the Lake State shareholders (including any fractional share
interest to which they may be entitled) will be the same as the basis of the
Lake State stock surrendered in the exchange.

5. The holding period of the shares of SouthTrust voting
common stock (including any fractional share interests to which they may be
entitled) received by the shareholders of Lake State will include the period
during which the stock of Lake State surrendered in exchange therefor was held,
provided that the shares of Lake State stock were held as capital assets within
the meaning of Section 1221 of the Code as of the Effective Time.

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

7. The payment of cash to a Lake State shareholder in
lieu of issuing a fractional share interest in SouthTrust stock will be treated
for federal income tax purposes as if the fractional share actually was issued
as part of the Merger and then was redeemed by SouthTrust. This cash payment
will be treated as having been received as a distribution in full payment in
exchange for the stock redeemed as provided in Section 302(a) of the Code,
provided that such redemption is not essentially equivalent to a dividend.

This opinion is rendered solely with respect to certain
federal income tax consequences of the Merger under the Code, and does not
extend to the income or other tax consequences of the Merger under the laws of
any state or any political subdivision of any state; nor does it extend to any
tax effects or consequences of the Merger

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to SouthTrust, ST-FL or ST-Bank other than those expressly stated in the above
opinion. Our opinion, as stated above, is based upon our analysis of the Code,
the regulations issued thereunder, current case law and published rulings of
the Internal Revenue Service; the foregoing are subject to change, and such
changes may be given retroactive effect. In the event of such changes, our
opinion set forth above may be affected and may not be relied upon.
Furthermore, no opinion is expressed as to the federal or state tax treatment
of the transaction under any other provisions of the Code and regulations, or
as to the tax treatment of any conditions existing at the time of, or effects
resulting from, the transaction that are not specifically covered by the above
opinion.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. We also consent to the references to this firm
under the heading "Certain Federal Income Tax Considerations" in the
Registration Statement and in the prospectus which is included as part of the
Registration Statement.

Yours very truly,

/s/ Bradley, Arant, Rose & White

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LAKE STATE BANK
27180 STATE ROAD 54
LUTZ, FLORIDA 33549

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- {_______}, 1996

(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF LAKE STATE BANK)

The undersigned shareholder of Lake State Bank ("Lake State")
hereby appoints {_________} and {____________}, and each of them, with full
power of substitution, as proxies to vote the shares of stock which the
undersigned could vote if personally present at the Special Meeting of the
Shareholders of Lake State to be held in Lutz, Florida, on {_______________},
1996, at {______} a.m., local time, or at any adjournment thereof:

(1) PROPOSAL TO MERGE LAKE STATE INTO SOUTHTRUST BANK OF
FLORIDA, N.A.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

With respect to the approval of that certain Agreement and
Plan of Merger (the "Merger Agreement"), between Lake State, and SouthTrust
Bank of Florida, N.A., ("ST-Bank") and joined into by SouthTrust Corporation
("SouthTrust"), and SouthTrust of Florida, Inc., a wholly-owned subsidiary of
SouthTrust and the parent of ST-Bank ("ST-FL"), and pursuant to which Lake
State will be merged into ST-Bank and each share of common stock of Lake State
outstanding as of the Effective Time of the Merger shall be converted into the
right to receive 0.84 shares of common stock of SouthTrust, as described in
more detail in the Proxy Statement/Prospectus dated May {____}, 1996; and

(2) IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE SPECIAL MEETING OF SHAREHOLDERS OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.

UNLESS OTHERWISE SPECIFIED, THE PROXY WILL BE VOTED FOR PROPOSAL (1).

Dated: , 1996
----------------------
--------------------------------------
(Signature(s) of Shareholder)

--------------------------------------
(co-owner, if any)

Please date and sign exactly as name appears hereon. If shares are held
jointly, each shareholder should sign. Agents, executors, administrators,
guardians, trustees, etc., should use full title, and, if more than one, all
should sign. If the shareholder is a corporation, please sign full corporate
name by an authorized officer.

<PAGE> 112

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Restated Certificate of Incorporation and the Bylaws of Registrant
provide that Registrant shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of the State 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 the corporation, 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 the corporation, and, in the case of a derivative action on behalf of the
corporation, if he not be adjudged to be liable for negligence or misconduct.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this Registration
Statement:

2 Agreement and Plan of Merger among SouthTrust Bank of Florida,
National Association, SouthTrust Corporation, SouthTrust of Florida,
Inc., and Lake State, as amended (included as Exhibit A to the Proxy
Statement/Prospectus filed as part of this Registration Statement).
* 3(a) Composite Restated Bylaws of SouthTrust Corporation which was
filed as Exhibit 4(e) to the Registration Statement on Form
S-4 of SouthTrust Corporation (Registration No. 33-61557).
3(b) Composite Restated Certificate of Incorporation of SouthTrust
Corporation (included as Exhibit 4(f)).
* 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).
* 4(c) Indenture, dated as of May 1, 1987 between SouthTrust
Corporation and National Westminster Bank USA, which was filed
as Exhibit 4(a) to SouthTrust Corporation's Registration
Statement on Form S-3 (Registration No. 33-13637).
* 4(d) Subordinated Indenture, dated as of May 1, 1992, between
SouthTrust Corporation and Chemical Bank, which was filed as
Exhibit 4(1)(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 was
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.
5 Opinion of Bradley, Arant, Rose & White as to the legality of the
securities being registered.
8 Opinion of Bradley, Arant, Rose & White regarding certain tax
matters (included as Exhibit C to the Proxy Statement/Prospectus
filed as part of this Registration Statement).
23(a) Consent of Arthur Andersen, LLP.
23(b) Consent of Coopers & Lybrand, LLP.
23(c) Consent of Bradley, Arant, Rose & White
(included in Exhibit 5).
23(d) Consent of Bradley, Arant, Rose & White (included in Exhibit 8).
24 Powers of Attorney.

- ------------------------------
* Incorporated by reference.

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ITEM 22. UNDERTAKINGS.

(a) 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 1993;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;

(iii) To include any material information with respect to
the plan or distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) (1) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
Registration Statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other items of the applicable form.

(2) The registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii)
that purports to meet the requirements of Section 10(a)(3) of
the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(d) 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

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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.

(e) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt
of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State of
Alabama, on May 9, 1996.

SOUTHTRUST CORPORATION

By: /s/ WALLACE D. MALONE, JR.
---------------------------
Its Chairman of the Board of Directors,
Chief Executive Officer and President

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

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ WALLACE D. MALONE, JR. Chairman, Chief Executive May 9, 1996
- ------------------------------------ Officer, President, Director
Wallace D. Malone, Jr.

/S/ AUBREY D. BARNARD Secretary, Treasurer and May 9, 1996
- ------------------------------------ Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)

* Director May 9, 1996
- ------------------------------------
Allen J. Keesler, Jr.

* Director May 9, 1996
- ------------------------------------
Herbert Stockham

* Director May 9, 1996
- ------------------------------------
T. W. Mitchell

* Director May 9, 1996
- ------------------------------------
Charles G. Taylor

* Director May 9, 1996
- ------------------------------------
William C. Hulsey

* Director May 9, 1996
- ------------------------------------
John M. Bradford

</TABLE>

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<TABLE>
<S> <C> <C>
* Director May 9, 1996
- ------------------------------------
Wm. Kendrick Upchurch, Jr.

- ------------------------------------ Director May ___, 1996
H. Allen Franklin

* Director May 9, 1996
- ------------------------------------
F. Crowder Falls

*/S/ WILLIAM L. PRATER May 9, 1996
- ------------------------------------
William L. Prater
as Attorney-in-fact

</TABLE>

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INDEX TO EXHIBITS

PAGE IN
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION FILING
- ------ ----------- ------
<S> <C>
2 Agreement and Plan of Merger among SouthTrust Bank of Florida,
National Association, SouthTrust Corporation, SouthTrust of
Florida, Inc., and Lake State, as amended (included as Exhibit
A to the Proxy Statement/Prospectus filed as part of this
Registration Statement).
* 3(a) Composite Restated Bylaws of SouthTrust Corporation which was
filed as Exhibit 4(e) to the Registration Statement on Form
S-4 of SouthTrust Corporation (Registration No. 33-61557).
3(b) Composite Restated Certificate of Incorporation of SouthTrust
Corporation (included as Exhibit 4(f)).
* 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).
* 4(c) Indenture, dated as of May 1, 1987 between SouthTrust
Corporation and National Westminster Bank USA, which was filed
as Exhibit 4(a) to SouthTrust Corporation's Registration
Statement on Form S-3 (Registration No. 33-13637).
* 4(d) Subordinated Indenture, dated as of May 1, 1992, between
SouthTrust Corporation and Chemical Bank, which was filed as
Exhibit 4(1)(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 was
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.
5 Opinion of Bradley, Arant, Rose & White as to the legality of
the securities being registered.
8 Opinion of Bradley, Arant, Rose & White regarding certain tax
matters (included as Exhibit C to the Proxy Statement/
Prospectus filed as part of this Registration Statement).
23(a) Consent of Arthur Andersen, LLP.
23(b) Consent of Coopers & Lybrand, LLP.
23(c) Consent of Bradley, Arant, Rose & White (included in Exhibit
5).
23(d) Consent of Bradley, Arant, Rose & White (included in Exhibit
8).
24 Powers of Attorney.

</TABLE>

- ------------------------------
* Incorporated by reference.

<PAGE> 1

EXHIBIT 4(F)

COMPOSITE

RESTATED CERTIFICATE OF INCORPORATION

SOUTHTRUST CORPORATION

In accordance with the provisions of the General Corporation Law of
the State of Delaware, including, without limitation, Sections 103, 242 and 245
thereof, SouthTrust Corporation, a corporation organized and existing under the
laws of the State of Delaware, which was originally incorporated under the name
BTNB Corporation (which name was subsequently changed to The Alabama Financial
Group, Inc., then to Southern Bancorporation, and then to Southern
Bancorporation of Alabama before the change to the present name) by its
original Certificate of Incorporation filed with the Secretary of State of
Delaware on October 8, 1968, hereby certifies (i) that this Restated
Certificate of Incorporation of SouthTrust Corporation has been proposed by the
board of directors of SouthTrust Corporation and duly adopted by the
stockholders of SouthTrust Corporation in accordance with the provisions of
Section 245 of the General Corporation Law of the State of Delaware and (ii)
that the Restated Certificate of Incorporation of SouthTrust Corporation reads
as follows:

FIRST. The name of the corporation is SouthTrust Corporation.

SECOND. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.

THIRD. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware. Without limiting in any manner the scope and
generality of the foregoing, the Corporation shall have the following purposes
and powers:

(1) To acquire by purchase, subscription, or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any and all securities, as
such term is hereinafter defined, issued or created by any corporation, firm,
organization, association or other entity, public or private, whether formed
under the laws of the United States of America or of any state, commonwealth,
territory, dependency or possession thereof, or of any foreign country or of
any political subdivision, territory, dependency, possession or municipality
thereof, or issued or created by the United States of America or any state or
commonwealth thereof or any foreign country, or by any agency, subdivision,
territory, dependency, possession or municipality of any of the foregoing, and
as owner thereof to possess and exercise all the rights, powers and privileges
of ownership, including the right to execute consents and vote thereon.

The term "securities" as used in this Certificate of Incorporation
shall mean any and all notes, stocks, treasury stocks, bonds, debentures,
evidences of indebtedness, certificates of interest or participation in any
profit-sharing agreement, collateral-trust certificate, pre-organization
certificates or subscriptions, transferable shares, investment contracts,
voting trust certificates, certificates of deposit for a security, fractional
undivided interests in oil, gas, or other mineral rights, or, in general, any
interests or instruments commonly known as "securities", or any and all
certificates of interest or participation in, temporary or interim
certificates for, receipts for, guaranties of, or warrants or rights to
subscribe to or purchase, any of the foregoing.

(2) To make, establish and maintain investments in securities, and to
supervise and manage such investments.

1
<PAGE> 2

(3) To cause to be organized under the laws of the United States
of America or of any state, commonwealth, territory, dependency or possession
thereof, or of any foreign country or of any political subdivision,
territory, dependency, possession or municipality thereof, one or more
corporations, firms, organizations, associations or other entities and to
cause the same to be dissolved, wound up, liquidated, merged or consolidated.

(4) To acquire by purchase or exchange, or by transfer to or by
merger or consolidation with the Corporation or any corporation, firm,
organization, association or other entity owned or controlled, directly or
indirectly, by the Corporation, or to otherwise acquire, the whole or any
part of the business, good will, rights, or other assets of any corporation,
firm, organization, association or other entity, and to undertake or assume
in connection therewith the whole or any part of the liabilities and
obligations thereof, to effect any such acquisition in whole or in part by
delivery of cash or other property, including securities issued by the
Corporation, or by any other lawful means.

(5) To make loans and give other forms of credit, with or without
security, and to negotiate and make contracts and agreements in connection
therewith.

(6) To aid by loan, subsidy, guaranty or in any other lawful
manner any corporation, firm, organization, association or other entity of
which any securities are in any manner directly or indirectly held by the
Corporation or in which the Corporation or any such corporation, firm,
organization, association or entity may be or become otherwise interested; to
guarantee the payment of dividends on any stock issued by any such
corporation, firm, organization, association or entity; to guarantee or, with
or with recourse against any such corporation, firm, organization,
association or entity, to assume the payment of the principal of, or the
interest on, any obligations issued or incurred by such corporation, firm,
organization, association or entity; to do any and all other acts and
things for the enhancement, protection or preservation of any securities which
are in any manner, directly or indirectly, held, guaranteed or assumed by the
Corporation, and to do any and all acts and things designed to accomplish any
such purpose.

(7) To borrow money for any business, object or purpose of the
Corporation from time to time, without limit as to amount; to issue any kind
of indebtedness, whether or not in connection with borrowing money, including
evidences of indebtedness convertible into stock of the Corporation, to
secure the payment of any evidence of indebtedness by the creation of any
interest in any of the property or rights of the Corporation, whether at that
time owned or thereafter acquired.

(8) To render service, assistance, counsel and advice to, and to
act as representative or agent in any capacity (whether managing, operating,
financial, purchasing, selling, advertising or otherwise) of, any
corporation, firm, organization, association, or other entity.

(9) To engage in any commercial, financial, mercantile,
industrial, manufacturing, marine, exploration, mining, agricultural,
research, licensing, servicing, or agency business not prohibited by law, and
any, some or all of the foregoing.

The purposes and powers specified in the foregoing paragraphs shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from the terms of any other paragraph in this
Certificate of Incorporation, but the purposes and powers specified in each of
the foregoing paragraphs of this Article shall be regarded as independent
purposes and powers.

The Corporation shall possess and may exercise all powers and
privileges necessary or convenient to effect any or all of the foregoing
purposes, or to further any or all of the foregoing powers, and the enumeration
herein of any specific purposes or powers shall not be held to limit or
restrict in any manner the exercise by the Corporation

2
<PAGE> 3

of the general powers now or hereafter conferred by the laws of the State of
Delaware upon corporations formed under the General Corporation Law of
Delaware.

FOURTH. The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is three hundred five million
(305,000,000) shares, of which five million (5,000,000) shares, par value $1.00
per share, are to be preferred stock (hereinafter called "Preferred Stock"),
and three hundred million (300,000,000) shares, par value of $2.50 per share,
are to be common stock (hereinafter called "Common Stock").

A. The Preferred Stock may be issued in such one or more series
as shall from time to time be created and authorized to be issued by the board
of directors as hereinafter provided.

The board of directors is hereby expressly authorized, by resolution
or resolutions from time to time adopted providing for the issuance of
Preferred Stock, to fix and state, to the extent not fixed by the provisions
hereinafter set forth, the designations, voting powers, if any, preferences and
relative, participating, optional and other special rights of the shares of
each series of Preferred Stock, and the qualifications, limitations and
restrictions thereof, including (but without limiting the generality of the
foregoing) any of the following with respect to which the board of directors
may make specific provisions:

(1) the distinctive name and any serial designations;

(2) the annual dividend rate or rates and the dividend payment
dates;

(3) with respect to the declaration and payment of dividends upon
each series of the Preferred Stock, whether such dividends are to be
cumulative or noncumulative, preferred, subordinate or equal to dividends
declared and paid upon other series of the Preferred Stock or upon any other
shares of stock of the Corporation, and the participating or other special
rights, if any, of such dividends;

(4) the redemption provisions, if any, with respect to any series,
and if any series is subject to redemption, the manner and time of redemption
and the redemption price or prices;

(5) the amount or amounts of preferential or other payment to
which any series of Preferred Stock is entitled over any other series of
Preferred Stock or over the Common Stock on voluntary or involuntary
liquidation, dissolution or winding-up, subject to the provisions set forth
in clause (2) of paragraph C of this Article FOURTH;

(6) any sinking fund or other retirement provisions and the extent
to which the charges therefor are to have priority over the payment of
dividends on or the making of sinking fund or other like retirement
provisions for shares of any other series of Preferred Stock or for shares of
the Common Stock;

(7) any conversion, exchange, purchase or other privileges to
acquire shares of any other series of Preferred Stock or of the Common Stock;

(8) the number of shares of such series; and

(9) the voting rights, if any, of such series, subject to the
provisions set forth in clause (1) of paragraph C of this Article FOURTH.

<PAGE> 1
EXHIBIT 5

May 10, 1995

SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203

Ladies and Gentlemen:

In our capacity as counsel for SouthTrust Corporation, a Delaware
corporation ("SouthTrust"), we have examined the Registration Statement on Form
S-4 (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, relating to the proposed merger (the "Merger") of
Lake State Bank, a Florida corporation ("Lake State"), with and into SouthTrust
Bank of Florida, National Association, a national banking association, and the
issuance of up to 265,719 shares of common stock, par value $2.50 per share, of
SouthTrust (the "Shares") and up to 118,098 rights to purchase 1/100th of one
share of Series A Junior Participating Preferred Stock (the "Rights") in
connection with the Merger. Pursuant to the Merger, each holder of shares of
common stock of Lake State will receive shares of SouthTrust common stock. 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 to be offered under the Registration
Statement, to the extent actually issued pursuant to the Merger, will have been
duly and validly authorized and issued and will be fully paid and
nonassessable; and

(ii) Under the laws of the State of Delaware, no personal liability
will attach to the ownership of the Shares and Rights.

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

Yours very truly,

/s/ Bradley, Arant, Rose & White

<PAGE> 1
EXHIBIT 23(A)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

/s/ Arthur Andersen LLP

Birmingham, Alabama
May 10, 1996

<PAGE> 1

EXHIBIT 23(B)
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on From S-4 of our
report dated March 8, 1996, on our audits of the financial statements of Lake
State Bank. We also consent to the reference to our firm under the caption
"Experts".
/s/ Coopers & Lybrand L.L.P.

Tampa, Florida
May 8, 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-4 relating to the acquisition of
Lake State Bank, including all amendments to such registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and with any state
securities commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

/s/ ALLEN J. KEESLER, JR.
-------------------------

<PAGE> 2

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to the acquisition of
Lake State Bank, including all amendments to such registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and with any state
securities commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

/s/ HERBERT STOCKHAM
--------------------

<PAGE> 3

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to the acquisition of
Lake State Bank, including all amendments to such registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and with any state
securities commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

/s/ T. W. MITCHELL
------------------

<PAGE> 4

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to the acquisition of
Lake State Bank, including all amendments to such registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and with any state
securities commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

/s/ CHARLES G. TAYLOR
---------------------

<PAGE> 5

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to the acquisition of
Lake State Bank, including all amendments to such registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and with any state
securities commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

/s/ WILLIAM G. HULSEY
---------------------

<PAGE> 6

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to the acquisition of
Lake State Bank, including all amendments to such registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and with any state
securities commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

/s/ JOHN M. BRADFORD
--------------------

<PAGE> 7

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to the acquisition of
Lake State Bank, including all amendments to such registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and with any state
securities commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

/s/ WM. KENDRICK UPCHURCH, JR.
------------------------------

<PAGE> 8

STATE OF ALABAMA )

COUNTY OF JEFFERSON )

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-4 relating to the acquisition of
Lake State Bank, including all amendments to such registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and with any state
securities commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

/s/ F. CROWDER FALLS
--------------------