<PAGE> 1
As filed with the Securities and Exchange Commission on April 3, 1996.
Registration No. {________}
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHTRUST CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 63-0574085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
STOCK OPTION PLAN FOR CONVERSION OF
BANKERS FIRST CORPORATION STOCK OPTIONS
(Full title of the plan)
___________________
AUBREY D. BARNARD
420 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Name and address of agent for service)
(205) 254-5000
(Telephone number, including area code, of agent for service)
with a copy to:
C. LARIMORE WHITAKER
BRADLEY, ARANT, ROSE & WHITE
1400 PARK PLACE TOWER
2001 PARK PLACE
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Title of Proposed Proposed Amount of
securities to Amount to be maximum offering maximum aggregate registration
be registered registered price per share offering price fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value:
Bankers First Corporation Stock 49,544 shares $10.894* $539,732.336* $186.11*
Option Conversion Plan
Rights to Purchase Series A Junior
Participating Preferred Stock:
Bankers First Corporation Stock 22,020 rights
Option Conversion Plan
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
* Calculated pursuant to Rule 457(h)(1), and sets forth the higher
offering price produced for any participant, based upon an original
option price of $12.2665 for shares of common stock of Bankers First
Corporation divided by 1.126, the conversion ratio specified in the
Merger Agreement pursuant to which the Stock Options were converted.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by SouthTrust Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and
(2) The description of the Company's common stock, par value $2.50
per share (the "Common Stock"), appearing in the Company's Registration
Statement on Form S-3 (Registration No. 33-49512), as amended, under the
caption "DESCRIPTION OF CAPITAL STOCK - Common Stock," as filed on July 10,
1992 pursuant to the Securities Act of 1933, as amended (the "Securities Act").
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference and to be a part of the Registration Statement
from the date of the filing of such documents.
II-1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon
by the firm of Bradley, Arant, Rose & White, counsel for the Company. As of
September 30, 1995, the partners and associates of the firm of Bradley, Arant,
Rose & White beneficially owned approximately 2,034,000 shares of Common Stock
of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation and the Restated and
Amended Bylaws of the Company provide that the Company shall indemnify its
officers, directors, employees, and agents to the extent permitted by the
General Corporation Law of Delaware, which permits a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by such person in
connection with any such action, suit or proceeding, if such person acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. The
General Corporation Law of Delaware also provides that the termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. The Company also
maintains insurance coverage relating to certain liabilities of directors and
officers.
II-2
<PAGE> 4
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of the Registration
Statement:
* 4(a) - Certificate of Adoption of Resolutions designating Series A
Junior Participating Preferred Stock, adopted February 22,
1989, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A (File No.
1-3613).
* 4(b) - Stockholder's Rights Agreement, dated as of February 22,
1989, between SouthTrust Corporation and Mellon Bank, N.A.,
Rights Agent, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A (File No.
1-3613)
* 4(c) - Indenture, dated as of May 1, 1987 between SouthTrust
Corporation and National Westminster Bank USA, which was
filed as Exhibit 4(a) to SouthTrust Corporation's
Registration Statement on Form S-3 (Registration No.
33-13637).
* 4(d) - Subordinated Indenture, dated as of May 1, 1992, between
SouthTrust Corporation and Chemical Bank, which was filed
as Exhibit 4(b)(ii) to the Registration Statement on Form
S-3 of SouthTrust Corporation (Registration No. 33-52717).
* 4(e) - Composite Restated 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, which was filed as Exhibit 4(f) to
the Registration Statement on Form S-4 of SouthTrust
Corporation (Registration No. 33-61557).
* 4(g)(i) - Form of Senior Indenture which was filed as Exhibit 4(l)(i)
to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-44857).
* 4(g)(ii)- Form of Subordinated Indenture which was filed as Exhibit
4(b)(ii) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-52717).
5 - Opinion of Bradley, Arant, Rose & White as to the legality
of the securities being offered.
23(a) - Consent of Arthur Andersen LLP.
II-3
<PAGE> 5
23(b) - Consent of Bradley, Arant, Rose & White (included in
Exhibit 5).
24 - Powers of Attorney.
__________________________
* Incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b)
(Section 230.424(b) of this chapter) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the
II-4
<PAGE> 6
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement:
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information statement is on Form S-3 (Section 239.13 of this chapter), Form
S-8 (Section 239.16b of this chapter) or Form F-3 (Section 239.33 of this
chapter), and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-5
<PAGE> 7
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on March 17,
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 March 17, 1996
- ------------------------------------------- Officer, President, Director
Wallace D. Malone, Jr.
/s/ Aubrey D. Barnard Secretary, Treasurer and March 17, 1996
- ------------------------------------------- Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)
* Director March 17, 1996
- -------------------------------------------
H. Allen Franklin
* Director March 17, 1996
- -------------------------------------------
Herbert Stockham
* Director March 17, 1996
- -------------------------------------------
T. W. Mitchell
* Director March 17, 1996
- -------------------------------------------
William C. Hulsey
* Director March 17, 1996
- -------------------------------------------
John M. Bradford
</TABLE>
II-7
<PAGE> 9
<TABLE>
<S> <C> <C>
* Director March 17, 1996
- -------------------------------------------
Wm. Kendrick Upchurch, Jr.
* Director March 17, 1996
- -------------------------------------------
Charles G. Taylor
* Director March 17, 1996
- -------------------------------------------
Allen J. Keesler, Jr.
* March 17, 1996
- -------------------------------------------
F. Crowder Falls
as Attorney-in-fact
*By: /s/ William L. Prater March 17, 1996
---------------------------------------
William L. Prater
as Attorney-in-fact
</TABLE>
II-8
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE IN SEQUENTIALLY
EXHIBIT NUMBER
- --------------
DESCRIPTION NUMBERED FILING
----------- -------------------
<S> <C> <C>
*4(a) - Certificate of Adoption of Resolutions designating Series A
Junior Participating Preferred Stock, adopted February 22,
1989, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A (File No.
1-3613).
*4(b) - Stockholder's Rights Agreement, dated as of February 22, 1989,
between SouthTrust Corporation and Mellon Bank, N.A., Rights
Agent, which was filed as Exhibit 1 to SouthTrust
Corporation's Registration Statement on Form 8-A (File No.
1-3613)
*4(c) - Indenture, dated as of May 1, 1987 between SouthTrust
Corporation and National Westminster Bank USA, which was
filed as Exhibit 4(a) to SouthTrust Corporation's
Registration Statement on Form S-3 (Registration No.
33-13637).
*4(d) - Subordinated Indenture, dated as of May 1, 1992, between
SouthTrust Corporation and Chemical Bank, which was filed as
Exhibit 4(b)(ii) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-52717).
*4(e) - Composite Restated 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).
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C>
*4(f) - Composite Restated Certificate of Incorporation of SouthTrust
Corporation, which was filed as Exhibit 4(f) to the
Registration Statement on Form S-4 of SouthTrust Corporation
(Registration No. 33-61557).
*4(g)(i) - Form of Senior Indenture which was filed as Exhibit 4(l)(i)
to the Registration Statement on Form S-3 of SouthTrust
Corporation (Registration No. 33-44857).
*4(g)(ii) - Form of Subordinated Indenture which was filed as Exhibit
4(b)(ii) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-52717).
5 - Opinion of Bradley, Arant, Rose & White as to the legality of the
securities being offered.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Bradley, Arant, Rose & White (included in Exhibit 5).
24 - Powers of Attorney.
</TABLE>
_________________
* Incorporated by reference.
<PAGE> 1
EXHIBIT 5
<PAGE> 2
April 1, 1996
Board of Directors
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Gentlemen:
In our capacity as counsel for SouthTrust Corporation, a
Delaware corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement"), in form as proposed to be
filed by the Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, relating to the proposed
offering of up to 49,544 shares of common stock, par value $2.50 per share
(the "Common Stock"), of the Company and 22,020 rights to purchase
Common Stock pursuant to the assumption of options issued pursuant to Bankers
First Corporation Stock Plan (the "Plan") in connection with the acquisition of
Bankers First Corporation by the Company. In this connection, we have examined
such records, documents and proceedings as we have deemed relevant and
necessary as a basis for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) the shares of the Common Stock of the Company and the
Rights referred to above to be offered under the Registration Statement have
been duly authorized and, when issued and delivered in accordance with the
Plan, will be validly issued, fully paid and nonassessable; and
(ii) under the laws of the State of Delaware, no personal
liability will attach to the holder of the shares of the Common Stock and
Rights issued and delivered in accordance with the Plan.
<PAGE> 3
Board of Directors
SouthTrust Corporate
April 1, 1996
Page 2
- -----------------------
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the above-referenced
Registration Statement.
Very truly yours,
/s/ Bradley, Arant, Rose & White
JES/jpp
<PAGE> 1
EXHIBIT 23(a)
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-8 for the registration of
49,544 shares of SouthTrust Corporation common stock in connection with the
Stock Option Plan for Conversion of Bankers First Corporation Stock Options) 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 the Registration Statement.
/s/ Arthur Andersen LLP
Birmingham, Alabama
March 26, 1996
<PAGE> 1
EXHIBIT 24
<PAGE> 2
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Bankers First Corporation 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 15th day of March, 1996.
/s/ H. ALLEN FRANKLIN
---------------------------------------
H. Allen Franklin
Director
<PAGE> 3
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Bankers First Corporation, 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 15th day of March, 1996.
/s/ HERBERT STOCKHAM
--------------------------------
Herbert Stockham
Director
<PAGE> 4
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Bankers First Corporation 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 15th day of March, 1996.
/s/ T.W. MITCHELL
--------------------------------
T.W. Mitchell
Director
<PAGE> 5
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Bankers First Corporation, 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 March, 1996.
/s/ WILLIAM C. HULSEY
--------------------------------
William C. Hulsey
Director
<PAGE> 6
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Bankers First Corporation, 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 15th day of March, 1996.
/s/ JOHN M. BRADFORD
-------------------------------
John M. Bradford
Director
<PAGE> 7
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Bankers First Corporation, including all amendments to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and with any state securities commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Dated as of this 14th day of March, 1996.
/s/ WM. K. UPCHURCH, JR.
-----------------------------------
Wm. K. Upchurch, Jr.
Director
<PAGE> 8
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Bankers First Corporation, 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 15th day of March, 1996.
/s/ CHARLES G. TAYLOR
---------------------------------
Charles G. Taylor
Director
<PAGE> 9
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Bankers First Corporation, 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 15th day of March, 1996.
/s/ ALLEN J. KEESLER, JR.
------------------------------------
Allen J. Keesler, Jr.
Director
<PAGE> 10
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
whose signature appears below hereby constitutes and appoints Aubrey D. Barnard
and William L. Prater, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement of SouthTrust Corporation on Form S-8 relating to registering options
assumed by SouthTrust Corporation in connection with SouthTrust Corporation's
acquisition of Bankers First Corporation, 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 16th day of March, 1996.
/s/ F. CROWDER FALLS
---------------------------------
F. Crowder Falls
Director
