SOUTHTRUST CORP, S-4, 1997-01-21

SOUTHTRUST CORP
S-4, 1997-01-21
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
As filed with the Securities and Exchange Commission on January 21, 1997
Registration No. 333-_______

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

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:
<TABLE>
<S> <C>
C. LARIMORE WHITAKER, ESQ. DANIEL LAMPERT, ESQ.
BRADLEY ARANT ROSE & WHITE LLP STROOCK & STROOCK & LAVAN
2001 PARK PLACE, SUITE 1400 FIRST UNION FINANCIAL CENTER
BIRMINGHAM, ALABAMA 35203 SUITE 3300
(205) 521-8000 200 S. BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131-2385
(305) 358-9900
</TABLE>

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. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
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> <C>
Common Stock, par value $2.50 per
share . . . . . . . . . . . . . . . . 420,892 Shares(1) * $8,290,690(3) $2,512.33
---------
Rights to Purchase Series A Junior
Participating Preferred Stock . . . 187,072 Rights(2)
========================================================================================================================
</TABLE>
* Not Applicable
(1) This Registration Statement covers (i) the maximum number of Shares of
the Common Stock of the Registrant which is expected to be issued in
connection with the Merger and (ii) the maximum number of shares of
Common Stock reserved for issuance under various option plans of
Equity Bank, the obligations under which will be assumed by the
Registrant upon consummation of the Merger, but which may be issued
prior to the consummation of the Merger to the extent such options are
then currently exercisable.
(2) Represents 4/9ths of a Right issued in respect of each share of Common
Stock issued.
(3) 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 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 Reference;
Prospectus 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 Equity; Certain Federal Income Tax
Considerations

5. Pro Forma Financial Information *

6. Material Contacts 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 Equity; Selected
Than S-3 or S-2 Companies Financial Data of Equity; Management's Discussion and Analysis of Financial
Condition and Results of Operations; Index to the Financial Statements of
Equity

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

EQUITY BANK
5030 LINTON BOULEVARD
DELRAY BEACH, FLORIDA 33484
______________________________________________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
______________________________________________________________________________

Notice is hereby given that a Special Meeting of Shareholders of Equity
Bank, a Florida banking corporation ("Equity"), will be held on February __,
1997 at 8:00 a.m., local time, at 2300 W. Sample Road, Pompano Beach, Florida
33073 for the following purposes (the "Special Meeting"):

1. To consider and vote upon the Agreement and Plan of Merger, dated
as of October 25, 1996, as amended by Amendment No. 1 to Agreement and
Plan of Merger, dated January 17, 1997 (collectively the "Merger
Agreement"), a copy of which is annexed as Exhibit A to the accompanying
Proxy Statement/Prospectus, between Equity 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 Equity will
be merged with and into ST-Bank and the shares of common stock of Equity
held by its shareholders will be converted into the right to receive 0.88
shares of common stock of SouthTrust (subject to appropriate adjustment in
the event of certain occurrences and the possible reduction in the event
of the failure to sell or contract for the sale of the Galen Medical
Building as described in the accompanying Proxy Statement/ Prospectus) in
exchange for each outstanding share of common stock of Equity, subject to
rights of dissent and exclusive of shares of common stock of Equity held
in the treasury of Equity, with cash being paid in lieu of issuance 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.

If the Merger is consummated, the shareholders of Equity who (a) do not
vote in favor of the Merger, and (b) otherwise comply with applicable Florida
law relating to the exercise of dissenters' rights, will be entitled to
statutory appraisal rights for their shares. See "THE MERGER -- Rights of
Dissent and Appraisal" in the accompanying Proxy Statement/Prospectus, for a
description of the procedures required to be followed to perfect appraisal
rights.

Only those persons who were holders of record of the common stock of
Equity at the close of business on December 31, 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

CHARLES E. BRIER

President

5030 Linton Boulevard, Delray Beach, Florida
January __, 1997

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY SO THAT EQUITY 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

EQUITY BANK

FOR A SPECIAL MEETING OF ITS SHAREHOLDERS
TO BE HELD ON FEBRUARY { }, 1997

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

THIS PROXY STATEMENT INCLUDES THE PROSPECTUS OF

SOUTHTRUST CORPORATION

RELATING TO UP TO 420,892 SHARES OF COMMON STOCK
(PAR VALUE $2.50 PER SHARE)

TO BE ISSUED IN CONNECTION WITH THE PROPOSED MERGER OF
EQUITY 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 EQUITY 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 EQUITY BANK HAS BEEN SUPPLIED BY
EQUITY BANK.

THIS PROXY STATEMENT/PROSPECTUS AND THE ACCOMPANYING FORM OF PROXY ARE
FIRST BEING MAILED TO SHAREHOLDERS OF EQUITY ON OR ABOUT JANUARY { }, 1997.

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

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 January { }, 1997.

<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Description of SouthTrust Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Market and Dividend Information Respecting the Common Stock of SouthTrust and Equity . . . . . . . . . . . . . . . . 37
Comparison of the Common Stock of SouthTrust and Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Certain Information Concerning the Business of Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Selected Financial Data of Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 50
Beneficial Ownership of Equity Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Index to the Financial Statements of Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit A - Agreement and Plan of Merger, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Stock Option Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C - Applicable Dissent Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
Exhibit D - Opinion of Allen C. Ewing & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-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 DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
FEBRUARY ___, 1997. 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 $3.00 per share ("Equity Common Stock"), of Equity
Bank, a Florida banking corporation ("Equity"), in connection with the
solicitation of proxies by the Board of Directors of Equity for use at a
special meeting of shareholders of Equity to be held on February __, 1997, at
8:00 a.m., local time, at the branch office of Equity located at 2300 W. Sample
Road, Pompano Beach, Florida 33073, 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 October 25, 1996, as amended
by Amendment No. 1 to Agreement and Plan of Merger, dated as of January ___,
1997 (collectively the "Merger Agreement"), between Equity 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 Equity
into ST-Bank (the "Merger") and, subject to rights of dissent and exclusive of
shares of Equity Common Stock held in the treasury of Equity, the conversion in
the Merger of each outstanding share of Equity Common Stock into 0.88 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 Equity 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 agreed upon Exchange Ratio, including the number of SouthTrust
shares issuable in the Merger, is subject to an adjustment in the event of a
stock dividend or split by SouthTrust and upon the failure of Equity to comply
with certain conditions in the sale by Equity of a parcel of improved other
real estate known as the Galen Medical Building. Equity has agreed to cause
its subsidiary, EBMW Corporation, to either (a) sell, transfer, convey or
otherwise dispose of the Galen Medical Building for an amount at least equal to
its book value as set forth on the most recent Financial Statements of Equity
prepared prior to the consummation of such sale (the "Galen Book Value") or (b)
enter into a contract, the terms of which are acceptable to SouthTrust, ST-FL
and ST-Bank, for the sale, transfer, conveyance or disposal of the Galen
Medical Building (the sale or contract for sale occurring pursuant to the
Merger Agreement shall be known as the "Galen Sale"). Equity has agreed that
any such contract will provide for the consummation of the Galen Sale no later
than six months after the Effective Time of the Merger. The aggregate net
rental income accrued with respect to the Galen Medical Building by Equity
(whether directly or through its subsidiary, EBMW Corporation) from June 30,
1996 through the first to occur of the Effective Time of the Merger or the
Closing of the Galen Sale, shall be deducted from the Galen Book Value, and the
Galen Book Value, as reduced by such amount of net income, shall be referred to
as the "Adjusted Galen Book Value". If the Galen Sale (whether consummated
before or after the Effective Time of the Merger) is for a sale price that is
less than the Adjusted Galen Book Value, then the Exchange Ratio shall be
appropriately reduced. This reduction is to be calculated by dividing (i) the
difference between the sale price and the Adjusted Galen Book Value by (ii) the
last sale price of SouthTrust Shares as reported by Nasdaq on the last trading
day preceding the Effective Time of the Merger. The result shall be the number
of SouthTrust Shares to be deducted from the aggregate number of SouthTrust
Shares to be delivered upon conversion of all Equity Shares. If the Exchange
Ratio is so adjusted, the adjustment shall be carried out for four (4) decimal
places and then rounded.

As of December 31, 1996, the Adjusted Galen Book Value was
approximately $3.5 million. Accordingly, pursuant to the Merger Agreement if,
prior to the Effective Time of the Merger, the Galen Medical Building is not
sold or Equity has not entered into an acceptable contract for the sale of the
Galen Medical Building, the aggregate number of SouthTrust shares to be
received in the Merger could be reduced by an amount equal to the Adjusted
Galen Book Value, which as of December 31, 1996 was approximately $3.5 million.
Furthermore, a condition to SouthTrust's obligation to consummate the Merger is
that the Galen Medical Building be sold or an acceptable contract for the sale
of the Galen Medical Building be entered into prior to the Effective Time of
the Merger.

As of the date of this Proxy Statement/Prospectus, EBMW Corporation has
entered into a contract for the sale of the Galen Medical Building at a sale
price of $3,530,000, which amount exceeds the Adjusted Galen Book Value as of
December 31, 1996. Accordingly, assuming consummation of the sale of the Galen
Medical Building in accordance with the existing purchase contract, there would
be no adjustment to the Exchange Ratio.

The Merger Agreement contemplates that, at the Effective Time of the
Merger, each right to purchase or acquire Equity Common Stock pursuant to stock
options granted by Equity under Equity's Stock Option Plans (as defined in the
Merger Agreement) will be assumed by SouthTrust and will be converted into and
become rights to purchase or acquire SouthTrust Common Stock on a basis
adjusted to reflect the Exchange Ratio. See "The Merger -- Effect of the
Merger on Equity Stock Options."

The 0.88 of a share of SouthTrust Common Stock for which each share of
Equity Common Stock may be exchanged in the Merger (the "Exchange Ratio") had a
per share value, based upon the average of the last sales price of SouthTrust
Common Stock for the five trading days immediately preceding January __, 1997,
of ${___________} which represents an aggregate market value on a fully diluted
basis of $_________ if all of the shares of Equity Common Stock are exchanged
for shares of SouthTrust Common Stock. See "DESCRIPTION OF SOUTHTRUST CAPITAL
STOCK--SouthTrust Common Stock" and "MARKET AND DIVIDEND INFORMATION RESPECTING
THE COMMON STOCK OF SOUTHTRUST AND EQUITY." Since the Exchange Ratio is fixed,
subject to any adjustment that might be made as a result of the sale of the
Galen Medical Building, 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 Equity Common Stock.
For additional information regarding the terms of the Merger, see the Merger
Agreement which is attached hereto as Exhibit A and the text below under the
caption "THE MERGER."

Subject to the approval of the Merger Agreement by the shareholders of
Equity 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 February ___, 1997.

Equity has granted SouthTrust an irrevocable option to purchase, under
certain circumstances, up to 116,059 shares of Equity Common Stock at a
purchase price of $28.875 per option share (the "Stock Option"). Equity
granted the Stock Option as a condition of and as consideration for the entry
by SouthTrust into the Merger Agreement. See "THE MERGER - Stock Option
Agreement."

This Proxy Statement/Prospectus was first sent or given to
shareholders of Equity on or about January ____, 1997. 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

3
<PAGE> 7

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 Equity
was supplied by Equity.

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.

VOTING AT THE SPECIAL MEETING

The Board of Directors of Equity has fixed the close of business on
December 31, 1996 as the record date (the "Record Date") for the determination
of holders of shares of Equity Common Stock entitled to notice of and to vote
at the Special Meeting. On the Record Date, Equity had outstanding 467,155
shares of Equity Common Stock, which constituted the only outstanding class of
capital stock of Equity 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 Equity 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 Equity Common Stock
entitled to vote thereon is required to approve the Merger Agreement. Each
holder of record of shares of Equity 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, Equity directors and executive officers (a
total of 8 persons) beneficially owned a total of 348,696 shares of Equity
Common Stock, representing approximately 74.6% of the shares of Equity Common
Stock entitled to vote at the Special Meeting. All of such directors and
officers have advised Equity 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 EQUITY UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT AND THE MERGER. SEE
"THE MERGER - BACKGROUND OF THE MERGER; REASONS FOR THE MERGER; RECOMMENDATION
OF THE BOARD OF DIRECTORS OF EQUITY."

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, including broker
non-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 Equity 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
Equity, who will receive no extra compensation for their services. The
expenses of such solicitation will be paid by Equity. Equity 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 Equity Common Stock.

EACH SHAREHOLDER OF EQUITY IS REQUESTED TO COMPLETE, SIGN AND DATE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID
ENVELOPE WHETHER OR NOT SUCH 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 Equity, 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, a multi-bank holding company headquartered in Birmingham,
Alabama, is 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 other services, including mortgage banking services
and securities brokerage services. As of September 30, 1996, SouthTrust had
consolidated total assets of approximately $24.8 billion, which ranked it as the
largest bank holding company headquartered in Alabama. The largest bank
subsidiary of SouthTrust is SouthTrust Bank of Alabama, National Association,
Birmingham, Alabama (the oldest predecessor of which was incorporated in 1887),
which had approximately $12.7 billion in total assets as of September 30, 1996.
Of SouthTrust's approximately $24.8 billion in assets as of September 30, 1996,
approximately $12.8 billion were in Alabama, approximately $5.4 billion were in
Georgia, and approximately $5.0 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 the first nine months 1996, SouthTrust effected seven (7)
acquisitions of financial institutions, with total assets of approximately $1.5
billion. The following table represents certain information with respect to
transactions which were completed during the fourth quarter of 1996, or are
currently pending as of the date of this Proxy Statement/Prospectus, including
the Merger:

<TABLE>
<CAPTION>
Total Total Total
Institution Location Assets(2) Deposits(2) Loans(1,2)
- ----------------- -------- ------ -------- -----
(in millions)
<S> <C> <C> <C> <C>
Preferred Bank, FSB Palmetto, Florida $ 95.0(3) $ 73.7 $ 62.6
FirstMerit Bank, N.A. Clearwater, Florida 124.3(4) 113.7 83.5
Equity Bank Delray Beach, Florida 68.7 58.3 54.7
Charter Bank Delray Beach, Florida 229.4 200.7 207.2
</TABLE>

- -----------------------------
(1) Net of unearned income
(2) As of September 30, 1996
(3) Consummated on November 22, 1996
(4) Consummated on December 31, 1996

The acquisition of FirstMerit Bank, N.A. was accounted for as a
purchase, and the acquisition of Preferred Bank, FSB was accounted for as a
pooling of interests. In addition, SouthTrust anticipates that the transactions
with Charter Bank and Equity Bank each will be accounted for as poolings 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 any particular
acquisition may vary, and SouthTrust may be engaged in discussions, and in some
cases, negotiations and due diligence activities that are intended to culminate
in the execution of preliminary or definitive agreements with the other party
respecting potential acquisitions. 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 Equity
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. See "THE MERGER -- Parties to the Merger."

5
<PAGE> 9

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. See "THE MERGER - Parties to the Merger."

SouthTrust Bank of Florida

ST-Bank is a national banking association with its main office located
in St. Petersburg, Florida. As of December 31, 1996, ST-Bank operated 139
branch offices in Florida. See "THE MERGER - Parties to the Merger."

Equity

Equity was organized under the laws of the State of Florida on August
23, 1983 for the purpose of engaging in the commercial banking business.
Equity operates out of its main office at 5030 Linton Boulevard in Delray
Beach, Florida, a branch office in Pompano Beach, Florida and an operations
office in Delray Beach. Equity 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"). Equity is
subject to comprehensive regulation, examination and supervision by the FDIC
and the Florida Department of Banking (the "Florida Department"). See
"SUPERVISION AND REGULATION" and "CERTAIN INFORMATION CONCERNING THE BUSINESS
OF EQUITY."

The business of Equity 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.
Equity's primary market areas for loans and deposits are Palm Beach County,
Florida, and Broward County, Florida.

Equity maintains its principal executive offices at 5030 Linton
Boulevard, Delray Beach, Florida 33484 and the telephone number at such office
is (561) 496-1301. See "THE MERGER -- Parties to the Merger."

SPECIAL MEETING

The Special Meeting will be held at 8:00 a.m., local time, on February
___, 1997 at 2300 W. Sample Road, Pompano Beach, Florida 33073 to consider and
vote upon the Merger Agreement. Only holders of record of shares of Equity
Common Stock as of the close of business on December 31, 1996, will be entitled
to notice of and to vote at the Special Meeting, including any adjournment
thereof. At such date, there were 467,155 shares of Equity Common Stock
outstanding, each share of which is entitled to one vote at the Special
Meeting. See "THE MERGER; Background of the Merger; Reasons for the Merger;
Recommendation of the Board of Directors of Equity."

THE MERGER

Terms of the Merger

Subject to approval of the Merger Agreement by the shareholders of
Equity at the Special Meeting, the receipt of required regulatory approvals,
and satisfaction of other conditions, Equity will be merged into ST-Bank
pursuant to the Merger Agreement. At the Effective Time of the Merger, each
outstanding share of Equity Common Stock will be converted, subject to rights
of dissent and exclusive of shares of Equity Common Stock held in the treasury
of Equity, into the right to receive 0.88 (the "Exchange Ratio") shares of
SouthTrust Common Stock, which Exchange Ratio is subject to appropriate
adjustment in the event that a stock split or stock dividend is 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 Equity 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 a share of SouthTrust Common Stock as reported on
Nasdaq on the last trading day immediately preceding the Effective Time of the
Merger. The agreed upon Exchange Ratio, including the number of SouthTrust
shares issuable in the Merger, is subject to an adjustment in the event of a
stock dividend or split by SouthTrust. In addition, the Exchange Ratio,
including the number of SouthTrust shares issuable in the Merger, may be
reduced unless, prior to the Effective Time (i) Equity sells that certain
parcel of improved real estate, known

6
<PAGE> 10

as the Galen Medical Building (the "Galen Medical Building"), which is
owned by EBMW Corporation, a subsidiary of Equity, for an amount at least
equal to its book value as set forth in the Financial Statements of Equity or
(ii) enters into a contract for the sale of the Galen Medical Building for an
amount at least equal to the book value of the Galen Medical Building as set
forth on the most recent Financial Statements of Equity, with a closing date
for such sale not more than six months after the Effective Time of the Merger,
and otherwise on terms and conditions acceptable to SouthTrust. As of the date
of this Proxy Statement/Prospectus, EBMW Corporation has entered into a contract
with Grayline Properties, Inc. for the sale of the Galen Medical Building for a
price of $3,530,000. As of December 31, 1996, the Adjusted Galen Book Value of
the Galen Medical Building, on the Financial Statements of Equity was
approximately $3.5 million. Accordingly, pursuant to the Merger Agreement if,
prior to the Effective Time of the Merger, the Galen Medical Building is not
sold or Equity has not entered into an acceptable contract for the sale of the
Galen Medical Building, the aggregate number of SouthTrust shares to be
received in the Merger could be reduced by an amount equal to the Adjusted
Galen Book Value, which as of December 31, 1996 was approximately $3.5 million.
Furthermore, a condition to SouthTrust's obligation to consummate the Merger is
that the Galen Medical Building be sold or an acceptable contract for the sale
of the Galen Medical Building be entered into prior to the Effective Time of
the Merger.

As of the date of this Proxy Statement/Prospectus, EBMW Corporation
has entered into a contract for the sale of the Galen Medical Building at a
sale price of $3,530,000, which amount exceeds the Adjusted Galen Book Value as
of December 31, 1996. Accordingly, assuming consummation of the sale of the
Galen Medical Building in accordance with the existing purchase contract, there
would be no adjustment to the Exchange Ratio. See "THE MERGER -- Interests of
Certain Named Persons in the Merger; Regulatory Approvals and Certain Other
Conditions to the Merger; Waiver and Amendment.

The Merger Agreement contemplates that, at the Effective Time of the
Merger, each right to purchase or acquire Equity Common Stock pursuant to stock
options granted by Equity under Equity's Stock Option Plans (as defined in the
Merger Agreement) will be assumed by SouthTrust and will be converted into and
become rights to purchase or acquire SouthTrust Common Stock on a basis
adjusted to reflect the Exchange Ratio. See "THE MERGER -- Effect of the
Merger on Equity Stock Options."

The 0.88 shares of SouthTrust Common Stock for which each outstanding
share of Equity Common Stock may be exchanged in the Merger had an average
value, based upon the average of the last sales price of SouthTrust Common
Stock for the five (5) trading days immediately preceding January ___, 1997, of
${________}.

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

Following the Merger, the existing offices of Equity will operate as
full-service branches of ST-Bank.

Reasons for the Merger

The Board of Directors of Equity considered a variety of factors in
evaluating and approving the Merger and the Merger Agreement (a) the value of
the consideration Equity's shareholders would receive in the Merger relative to
Equity's per share book value, earnings, and other criteria of value of
Equity's shares, (b) certain information regarding the financial condition,
results of operations and business prospects of SouthTrust and Equity, (c) the
lack of a public market for Equity securities, and the expense, difficulty and
uncertainty of creating such a public market, (d) the competitive and
regulatory environment for financial institutions generally, and specifically
for Equity in light of the recent liberalization of the Florida laws pertaining
to out-of-state banks, (e) the fact that the SouthTrust shares issuable in the
Merger will be publicly tradable immediately upon their receipt, and that
SouthTrust shares are widely traded and have a liquid trading market, (f) the
fact that the SouthTrust shares have traditionally paid a dividend while Equity
shares have not, (g) the fact that SouthTrust is a substantially larger entity
than Equity, and therefore able to benefit from the economies of scale
available in the financial services industry and to provide comprehensive
financial services in relevant markets, (h) the opinion of Equity's financial
advisor that the terms of the Merger are fair to Equity's shareholders from a
financial point of view, (i) the fact that the aggregate investment of Equity's
shareholders in SouthTrust would represent only an extremely small percentage
of SouthTrust's total outstanding shares, compared to their percentage
ownership position in Equity, and (j) other pertinent information. The Board
of Directors of Equity 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 on the basis of
the foregoing, including the opinion of its financial advisor, that the terms
of the transaction with SouthTrust are fair to the shareholders of Equity from
a financial point of view. Based on these factors, the Board of Directors of
Equity determined that the Merger was in the best interests of the shareholders
of Equity and approved the Merger Agreement. See "THE MERGER -- Background of
the Merger; Reasons for the Merger; Recommendation of the Board of Directors of
Equity."

Vote Required

The affirmative vote of the holders of at least a majority of the
outstanding shares of Equity Common Stock entitled to vote thereon is required
to approve the Merger Agreement. Directors and executive officers of Equity
and their affiliates owned, as of the Record Date, directly or indirectly,
348,696 shares of Equity Common Stock, constituting approximately 74.6% of the
shares of Equity 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

7
<PAGE> 11

MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL AND ADOPTION OF
THE MERGER AGREEMENT AND THE MERGER BY THE SHAREHOLDERS OF EQUITY. 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 Equity; Opinion of
Financial Advisor."

OPINION OF FINANCIAL ADVISOR

In order to assist it in evaluating the terms of the Merger, the Board
of Directors of Equity obtained a fairness opinion respecting the Merger from
Allen C. Ewing & Co. ("Ewing"). On October 22, 1996, Ewing delivered its oral
opinion to the Board of Directors that the terms of the proposed Merger are
fair to the shareholders of Equity from a financial point of view. Ewing
subsequently confirmed that opinion in final form by delivery of its written
opinion dated January __, 1997 and reconfirmed as of the date of this Proxy
Statement/Prospectus. Copies of the full text of the written opinion of Ewing,
which sets forth the assumptions made, procedures followed, matters considered
and limits of its review, are attached to this Proxy Statement/Prospectus as
Exhibit E and should be read in its entirety. See "THE MERGER - Opinion of
Financial Advisor."

INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER

Certain officers of Equity and members of the Equity Board of
Directors have interests in the Merger that are in addition to any interests
they may have as stockholders of Equity generally. These interests include,
among others, provisions in the Merger Agreement relating to indemnification of
Equity directors and officers, directors' and officers' liability insurance,
and certain severance and other employee benefits.

The Merger Agreement provides that the Board of Directors and
executive officers 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 or ST-Florida at or prior to the Effective Time of the Merger.

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 in late February 1997, although there can
be no assurance as to whether or when the Merger will become effective. See
"THE MERGER - Effective Time of the Merger."

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 Equity
who are not deemed to be "affiliates" (as that term is defined in the rules
under the Securities Act) of Equity and who do not become affiliates of
SouthTrust. The shares of SouthTrust Common Stock to be issued to affiliates
of Equity 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 Equity who otherwise complies with Rule 145 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.

8
<PAGE> 12
Prior to the Effective Time of the Merger, each affiliate of Equity
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 such affiliate 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
Equity and SouthTrust have been published within the meaning of Section 201.01
of the Commission's Codification of Financial Reporting Policies. Such
affiliate shall further represent and warrant that such affiliate shall not
sell, pledge, transfer or otherwise dispose of shares of Equity Common Stock
during the 30 days immediately preceding the Effective Time of the Merger. See
"THE MERGER - Resale of SouthTrust Common Stock Received in the Merger."

ACCOUNTING TREATMENT

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

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

The respective obligations of SouthTrust and Equity 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
Equity'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 Equity of the Merger Agreement.

On or about December 16, 1996, ST-Bank filed an application with the
OCC seeking approval to merge Equity with and into ST-Bank. It is expected
that the OCC will approve such application in the latter part of January, 1997.
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
Equity into ST-Bank on antitrust grounds. No assurance can be given as to when
or whether the regulatory approval to consummate the Merger will be received.

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 Equity, or (ii) by either SouthTrust or Equity individually,
under certain specified circumstances, including if the Merger shall not have
occurred on or prior to June 30, 1997, 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."

9
<PAGE> 13
RIGHTS OF DISSENT AND APPRAISAL

Any holder of shares of Equity Common Stock is entitled to dissent
from the Merger and demand the fair value of the shares of Equity 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
and Exhibit C hereto."

STOCK OPTION AGREEMENT

Immediately following the execution of the Merger Agreement, Equity
granted SouthTrust an option (the "Stock Option") to purchase, under certain
circumstances, up to 116,059 shares (the "Option Shares") of Equity Common
Stock at a price of $28.875 per share pursuant to the terms of a Stock Option
Agreement dated October 25, 1996, between SouthTrust and Equity (the "Stock
Option Agreement"). The Stock Option is exercisable only upon the occurrence
of certain events set forth in the Stock Option Agreement, including the
acquisition by a third party of Equity Common Stock and subject to receipt of
required regulatory approvals. As of the date of this Proxy
Statement/Prospectus, none of these events or conditions has occurred. The
Stock Option shall terminate upon the earliest to occur of a number of
circumstances, including the Effective Time of the Merger. Equity granted the
Stock Option as a condition of and in consideration for the entry by SouthTrust
into the Merger Agreement. A copy of the Stock Option Agreement is attached
hereto as Exhibit B, and any description thereof contained in this Proxy
Statement/Prospectus is qualified in its entirety by reference to such Exhibit
B. See "THE MERGER - Stock Option Agreement."

COMPARATIVE STOCK PRICES

SouthTrust Common Stock is traded in the over-the-counter market
through the facilities of Nasdaq. No broker-dealer makes a market in the
shares of Equity Common Stock and all Equity Stock transfers were private
transactions. Management of Equity has no knowledge of the sale prices received
upon the sale of shares of Equity Common Stock. The last sale of shares of
Equity Common Stock known to Management of Equity occurred on ___________.

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>
October 24, 1996(1) . . . . . . . $ 32 13/16 $ 28 7/8
January , 1997(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 last sales price for
SouthTrust Common Stock as of the selected date multiplied by the
conversion ratio of 0.88 shares of SouthTrust Common Stock per share
of Equity Common Stock.

Equity's shareholders are advised to obtain current market quotations
for SouthTrust Common Stock and current information regarding Equity Common
Stock. No assurance can be given that the market price of SouthTrust Common
Stock or the value of Equity Common Stock will not change at any time before
the Effective Time of the Merger or that the market price of SouthTrust Common
Stock will not change at any time thereafter. Since the Exchange Ratio of
Equity Common Stock for SouthTrust Common Stock is fixed, it will not
compensate Equity'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 Equity 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 Equity Common Stock would increase. Equity is not obligated to
consummate the Merger if the Weighted Average Sales Price (as defined

10
<PAGE> 14

in the Merger Agreement) for SouthTrust Common Stock is less than $28.50 per
share as of the Effective Time of the Merger. See "MARKET AND DIVIDEND
INFORMATION RESPECTING THE COMMON STOCK OF SOUTHTRUST AND EQUITY."

TAX TREATMENT

Equity has received an opinion of Bradley Arant Rose & White LLP 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 Equity 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 Equity pursuant to the
Merger and the holding period therefor will be the same as the basis and
holding period of the Equity Common Stock surrendered in exchange therefor.
See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS."

THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF THE MERGER MAY VARY
FOR EACH HOLDER OF SHARES OF EQUITY COMMON STOCK. EQUITY 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.

COMPARISON OF RIGHTS OF EQUITY AND SOUTHTRUST SHAREHOLDERS

Upon consummation of the Merger, Equity shareholders will become
SouthTrust stockholders. As a result, their rights as shareholders, which now
are governed by Florida corporate and banking law and Equity'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 Equity's Articles of Incorporation and Bylaws and
SouthTrust's Restated Certificate of Incorporation and Bylaws, the current
rights of Equity shareholders will change after the Merger. See "COMPARISON OF
THE COMMON STOCK OF SOUTHTRUST AND EQUITY."

11
<PAGE> 15

EQUIVALENT SHARE DATA

The following summary presents comparative historical unaudited per
share data for both SouthTrust and Equity pro forma per share information for
SouthTrust and pro forma equivalent per share information for Equity. 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 of
SouthTrust and Equity, and the Equity pro forma equivalent amounts are computed
by multiplying the SouthTrust pro forma amounts by a factor of 0.88 to reflect
the exchange ratio in the Merger of 0.88 shares of SouthTrust Common Stock for
each share of Equity 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>
Nine Months Years Ended
Ended September 30, December 31,
------------------- -------------------------------------
1996 1995 1994 1993
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net income per common share:
SouthTrust $ 1.98 $ 2.36 $ 2.15 $ 1.94
Equity 1.65 1.49 2.03 1.39
SouthTrust pro forma combined 1.98 2.36 2.15 1.94

Equity pro forma equivalent 1.74 2.07 1.89 1.70

Cash dividends per common share:
SouthTrust $ 0.66 $ 0.80 $ 0.68 $ 0.60
Equity 0.00 0.00 0.00 0.00
SouthTrust pro forma combined(1) 0.66 0.80 0.68 0.60
Equity pro forma equivalent 0.58 0.70 0.60 0.53
</TABLE>

<TABLE>
<CAPTION>
Nine Months Year Ended
Ended September 30, 1996 December 31, 1995
------------------------ -----------------
<S> <C> <C>
Book value per common share (period end):
SouthTrust $ 17.47 $ 16.28
Equity 18.02 17.27
SouthTrust pro forma combined 17.50 16.29

Equity pro forma equivalent 15.40 14.34

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

12
<PAGE> 16
SELECTED FINANCIAL DATA

The following tables set forth certain selected historical
consolidated financial information for SouthTrust and certain selected
historical financial information for Equity. The historical income statement
data included below is derived from audited consolidated financial statements
of SouthTrust and audited financial statements of Equity. This information
should be read in conjunction with the consolidated financial statements of
SouthTrust and financial statements of Equity, 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>
Nine Months Ended
September 30, Years Ended December 31,
------------------- -----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- --------- --------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
(in thousands except per share
data):
Interest income $1,321,421 $1,084,835 $1,484,623 $1,108,612 $927,551 $ 828,080 $ 823,725
Interest expense 682,335 578,869 791,423 501,067 397,743 382,930 474,453
--------- --------- ---------- --------- -------- --------- ---------
Net interest income 639,086 505,966 693,200 607,545 529,808 445,150 349,272
Provision for loan losses 62,830 39,489 61,286 44,984 45,032 43,305 38,042
--------- --------- ---------- --------- -------- --------- ---------
Net interest income after
provision for loan losses 576,256 466,477 631,914 562,561 484,776 401,845 311,230
Non-interest income 185,578 151,730 208,664 184,778 174,702 136,683 108,881
Non-interest expense 471,732 396,509 536,534 485,999 434,951 373,636 296,796
--------- -------- ---------- --------- -------- --------- ---------
Income before income taxes 290,102 232,656 304,044 261,340 224,527 164,892 123,315
Provision for income taxes 103,817 76,282 105,039 88,338 73,992 50,646 33,309
--------- --------- ---------- --------- -------- --------- ---------
Net income $ 186,285 $ 145,416 $ 199,005 $ 173,002 $150,535 $ 114,246 $ 90,006
========= ========= ========== ========= ======== ========= =========

Net income per common share
and common share equivalent $ 1.98 $ 1.75 $ 2.36 $ 2.15 $ 1.94 $ 1.66 1.42
Cash dividends declared
per common share 0.66 0.60 0.80 0.68 0.60 0.52 0.48
Average common shares and
common share equivalents
outstanding 94,066 83,075 84,401 80,628 77,772 68,948 63,255

BALANCE SHEET DATA (at period end)
(in millions):
Total assets $24,776.0 $20,020.8 $ 20,787.0 $17,632.1 $ 14,708.0 $12,714.4 $10,158.1
Total loans net of unearned
income 18,057.8 13,882.5 14,655.1 12,121.9 9,448.3 7,546.6 5,965.0
Total deposits 16,624.7 14,077.5 14,575.1 12,801.2 11,515.4 10,082.3 8,277.2
Total stockholders' equity 1,678.2 1,387.3 1,430.9 1,135.3 1,051.8 860.4 662.0
</TABLE>

13
<PAGE> 17

EQUITY BANK

Income before taxes 1,233 747 1,067 1,543 998 289 190
Provision for income taxes 474 280 382 607 355 17 -
-------- --------- -------- --------- ------- -------- ---------
Net income $ 759 $ 467 $ 685 $ 936 $ 643 $ 272 $ 190
======== ========= ======== ========= ======= ======== =========

Per Share Amounts:
Net Income $ 1.65 $ 1.01 $ 1.49 $ 2.03 $ 1.39 $ 0.59 $ 0.41
Shares outstanding at period
end 460 461 461 461 461 461 461

BALANCE SHEET DATA (at period end)
(in thousands):
Total assets $ 68,663 $ 66,542 $ 65,152 $ 69,414 $74,125 $ 84,147 $ 79,414
Total loans net of unearned
income 54,690 45,005 43,738 46,901 51,018 51,560 52,850
Total deposits 57,687 56,882 56,142 60,576 66,866 77,248 11,629
Total stockholders' equity 8,291 6,351 6,552 5,885 4,949 4,305 4,033
</TABLE>

14
<PAGE> 18
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 multi-bank holding company headquartered in
Birmingham, Alabama. As of September 30, 1996, SouthTrust had consolidated
total assets of approximately $24.8 billion. SouthTrust currently operates 11
bank subsidiaries with more than 478 offices in the states of Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina and Tennessee.
SouthTrust, through its bank-related subsidiaries, also offers other services,
including mortgage banking 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 $12.7 billion in total assets as of September 30, 1996.
Of SouthTrust's approximately $24.8 billion in assets as of September 30, 1996,
approximately $12.8 billion were in Alabama, approximately $5.4 billion were in
Georgia, and approximately $5.0 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.

In addition, during the first nine months of 1996, SouthTrust has
effected seven (7) acquisitions of financial institutions, with total assets of
approximately $1.5 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(2) Deposits(2) Loans(1, 2)
- ----------------- -------- ------ -------- -----
(in millions)
<S> <C> <C> <C> <C>
Preferred Bank, FSB(3) Palmetto, Florida $ 95.0 $ 73.7 $ 62.6
FirstMerit Bank, N.A.(4) Clearwater, Florida 124.3 113.7 83.5
Equity Bank Delray Beach, Florida 68.7 58.3 54.7
Charter Bank Delray Beach, Florida 229.4 200.7 207.2
</TABLE>
- ----------------------------
(1) Net of unearned income
(2) As of September 30, 1996
(3) Consummated on November 22, 1996
(4) Consummated on December 31, 1996

The acquistion of FirstMerit Bank, N.A. was accounted for as a
purchase, and the acquisition of Preferred Bank, FSB was accounted for as a
pooling of interests. In addition, SouthTrust anticipates that the transactions
with Charter Bank and Equity Bank each will be accounted for as poolings 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 any particular
acquisition may vary, and SouthTrust may be engaged in discussions and, in some
cases, negotiations and due diligence activities that are intended to culminate
in the execution of preliminary or definitive agreements with the other party
respecting potential acquisitions. 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 Equity
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.

15
<PAGE> 19

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, 1996, ST-Bank operated 139
offices in Florida.

Equity

Equity was organized under the laws of the State of Florida on August
23, 1983, for the purpose of engaging in the commercial banking business.
Equity operates out of its main office in Delray Beach, Florida, a branch
office in Pompano Beach, Florida and an operations office in Delray Beach.
Equity 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. Equity 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 EQUITY."

Equity maintains its principal executive offices at 5030 Linton
Boulevard, Delray Beach, Florida 33484, and the telephone number at such office
is (561) 496-1301.

GENERAL

The Merger Agreement has been approved unanimously by the members of
the Boards of Directors of Equity, SouthTrust, ST-Florida and ST-Bank, and by
ST-Florida and SouthTrust as the sole shareholders of ST-Bank and ST-Florida,
respectively. No approval of the Merger by the stockholders of SouthTrust is
required.

Pursuant to the Merger Agreement, Equity 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 Equity Common Stock will
be converted into the right to receive 0.88 (the "Exchange Ratio") 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 Equity 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.

16
<PAGE> 20

be appropriately reduced. This reduction is calculated by dividing (i) the
difference between the sale price and the Adjusted Galen Book Value by (ii) the
last sale price of SouthTrust shares as reported by Nasdaq on the last trading
day preceding the Effective Time of the Merger. The result shall be the number
of SouthTrust Shares to be deducted from the aggregate number of SouthTrust
Shares to be delivered upon conversion of all Equity Shares. If the Exchange
Ratio is so adjusted the adjustment shall be carried out to four (4) decimal
places and then rounded.

As of the date of this Proxy Statement/Prospectus, EBMW Corporation
has entered into a contract for the sale of the Galen Medical Building at a
sale price of $3,530,000, which amount exceeds the Adjusted Galen Book Value as
of December 31, 1996. Accordingly, assuming consummation of the sale of the
Galen Medical Building in acordance with the existing purchase contract there
would be no adjustment to the Exchange Ratio.

All rights to purchase or acquire shares of Equity Common Stock
issuable pursuant to the exercise of stock options granted by Equity under
stock options of Equity (the "Equity Stock Option Plans"), and held by each
participant thereunder, shall be converted into, as of the Effective Time of
the Merger, rights to purchase or acquire shares of SouthTrust Common Stock on
a basis adjusted to reflect the Exchange Ratio. See " -- Effect of the Merger
on Equity Stock Options."

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 effective date (including expiration of any applicable waiting period) of
the last required consent of any regulatory authority having authority over the
transactions contemplated in the Merger Agreement, and (ii) the date on which
the shareholders of Equity, to the extent their approval is required by
applicable law, approve the transactions contemplated by the Agreement, or
(iii) such other time as the parties may agree. The Merger will become
effective on the date and at the time on which the Merger is deemed effective
by the OCC.

BACKGROUND OF THE MERGER; REASONS FOR MERGER; RECOMMENDATION OF THE BOARD OF
DIRECTORS OF EQUITY

In early 1996, the Board of Directors began to consider alternative
methods to increase and realize upon shareholder value in Equity. This
consideration was prompted in part by the changes in the acquisition and
regulatory environment that attended the enactment of the Riegle-Neal
Interstate Banking and Branching Efficiency Act. In order to facilitate these
efforts, the Board authorized Equity to retain the services of Allen C. Ewing &
Co. ("Ewing") to help locate and explore merger possibilities with various
institutions.

During the course of 1996, the Board identified and held preliminary
discussions with several potential merger candidates. If an interest was shown
by the other party and the prospect was considered financially qualified, it
was offered written information concerning Equity, subject to executing a
written confidentiality agreement. Meetings were also arranged between the
representatives of the prospective merger partners and the officers of Equity
to provide further information.

As the year progressed, Equity engaged in merger negotiations with
another private Florida bank, a public Florida bank, and with SouthTrust. In
evaluating the competing proposals, the Board considered that SouthTrust's size
and diversity and the relatively liquid market for its common stock were
factors in favor of SouthTrust's proposal. Equity's shareholders would not
receive a liquid security if it merged with the other private Florida bank
unless a public offering could be conducted and consummated and the securities
issued in respect of Equity's shares became marketable. The securities to be
issued in respect of Equity's stock by the public Florida bank would be
subordinate to many classes of senior preferred stock of that public Florida
bank. In addition, the SouthTrust proposal offered a greater price premium for
Equity than the competing proposals. On the basis of these factors, among
others, the Board decided to document the proposed merger transaction with
SouthTrust, while not terminating discussions with the other proposed merger
partners.

Thereafter, the Merger Agreement with SouthTrust was negotiated, and
various representatives of SouthTrust and Equity conducted due diligence
activities. The negotiations included provision for a fixed exchange ratio
between SouthTrust shares and Equity shares, and, significantly, price
protection for Equity shareholders in the form of a condition precedent to
Equity's obligation to close if the Weighted Average Sales Price (as defined in
the Merger Agreement) of SouthTrust shares is less than $28.50 per share as of
the Effective Time of the Merger.

At Board of Directors meetings on October 22 and 23, 1996, the Board
considered the Merger Agreement presented to them as a result of these
negotiations, and reviewed the terms thereof with the Board's legal and
financial advisors. In these deliberations, the Board considered that its
alternatives to the Merger were to pursue the proposal of the public Florida
bank or to remain an independent concern. The Board determined that these

17
<PAGE> 21

alternatives would not maximize shareholder value to the extent provided in the
SouthTrust proposal. The Board also noted that the share price of SouthTrust
stock had been increasing since the discussions with SouthTrust began, and that
although there could be no assurance that the price would continue to increase,
the Board considered that SouthTrust's size, diversity of operations, and
management gave it good prospects for continued growth.

The consideration to be received in the Merger was the result of arms'
length bargaining between Equity's and SouthTrust's representatives. The
consideration to be received in the Merger represents a premium over Equity's
book value per share. See "Opinion of Financial Advisor," below, for a
discussion of how the Exchange Ratio compares to other measures of value
relating to Equity. There was no affiliation, relationship, understanding or
transaction between Equity and its representatives, on the one hand, and
SouthTrust and ST-Bank and their respective representatives, on the other hand,
prior to the execution of the Merger Agreement.

The Board of Directors considered a variety of factors in evaluating
and, ultimately, approving the Merger and the Merger Agreement. These factors
included (a) the value of the consideration Equity's shareholders would receive
in the Merger relative to Equity's per share book value, earnings, and other
criteria of value of Equity's shares, (b) certain information regarding the
financial condition, results of operations and business prospects of SouthTrust
and Equity, (c) the lack of a public market for Equity securities, and the
expense, difficulty and uncertainty of creating such a public market, (d) the
competitive and regulatory environment for financial institutions generally,
and specifically for Equity in light of the recent liberalization of the
Florida laws pertaining to out-of-state banks, (e) the fact that the SouthTrust
shares issuable in the Merger will be publicly tradable immediately upon their
receipt, and that SouthTrust shares are widely traded and have a liquid trading
market, (f) the fact that the SouthTrust shares have traditionally paid a
dividend while Equity shares have not, (g) the fact that SouthTrust is a
substantially larger entity than Equity, and therefore able to benefit from the
economies of scale available in the financial services industry and to provide
comprehensive financial services in relevant markets, (h) the opinion of
Equity's financial advisor that the terms of the Merger were fair to Equity's
shareholders from a financial point of view, (i) the fact that the aggregate
investment of Equity's shareholders in SouthTrust would represent only an
extremely small percentage of SouthTrust's total outstanding shares, compared
to their percentage ownership position in Equity, and (j) other pertinent
information. The Board of Directors of Equity did not assign any relative
weight to these factors, but considered all of them to be material to its
decisions. The Board of Directors of Equity believes that it appropriately
addressed all of the relevant issues and matters of concern in the proposed
transaction with SouthTrust, and it concluded, on the basis of all of the
foregoing, including the opinion of its financial advisor, that the terms of
the Merger and the Merger Agreement are fair to the Equity shareholders from a
financial point of view. Based on these factors, the Board of Directors of
Equity unanimously concluded that the Merger with SouthTrust was in the best
interests of shareholders of Equity and therefore approved the Merger
Agreement. Accordingly, on October 25, 1996, the Merger Agreement was
executed.

THE BOARD OF DIRECTORS OF EQUITY HAS DETERMINED THAT THE MERGER IS
FAIR, FROM A FINANCIAL POINT OF VIEW, AND IS IN THE BEST INTERESTS OF EQUITY
AND ITS SHAREHOLDERS, AND THEREFORE HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT AND UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT AND THE MERGER BY THE SHAREHOLDERS OF EQUITY.

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 Equity will augment
SouthTrust's existing market share in the south Florida banking market and
enhance its competitive position in the Florida banking market.

OPINION OF FINANCIAL ADVISOR

GENERAL

Equity retained Ewing to act as its financial advisor in connection
with the proposed sale of Equity. Ewing's services as financial advisor
included soliciting acquisition proposals for Equity, assisting management and
the Acquisitions Committee of the Board of Directors in evaluating and
negotiating acquisition proposals, including the SouthTrust proposal, and
rendering its opinion to the Board of Directors of Equity as to the fairness,
from a financial point of view, of the Merger to the shareholders of Equity.
At an October 22, 1996, meeting of the Board of Directors of Equity, Ewing
rendered an oral opinion to the Board of Directors of Equity to the effect that
the terms of the Merger were fair, from a financial point of view, to the
shareholders of Equity. On October 21, 1996, the day before Ewing delivered
its oral opinion to the Board of Directors of Equity, the closing price of
SouthTrust

18
<PAGE> 22
Common Stock was $32.00 per share. Ewing has subsequently delivered a written
opinion to the Equity Board, dated as of the date of this Prospectus/Proxy
Statement, to the effect that, as of such date, the terms of the Merger are
fair, from a financial point of view, to the shareholders of Equity. At
December 31, 1996, the closing price of the SouthTrust Common Stock was $34.875
per share. THE TEXT OF EWING'S WRITTEN OPINION IS SET FORTH IN EXHIBIT E TO
THIS PROSPECTUS/PROXY STATEMENT AND SHOULD BE READ IN ITS ENTIRETY BY THE
SHAREHOLDERS OF EQUITY.

EWING'S OPINION IS DIRECTED TO THE BOARD OF DIRECTORS OF EQUITY AND
ADDRESSES ONLY THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE
CONSIDERATION TO BE RECEIVED BY THE SHAREHOLDERS OF EQUITY IN THE MERGER, BASED
ON CONDITIONS AS THEY EXIST AND CAN BE EVALUATED AS OF THE DATE OF THE OPINION.
EWING'S OPINION DOES NOT CONSTITUTE A RECOMMENDATION TO ANY EQUITY SHAREHOLDER
AS TO HOW SUCH SHAREHOLDER SHOULD VOTE AT THE SPECIAL MEETING NOR DOES EWING'S
OPINION ADDRESS THE UNDERLYING BUSINESS DECISION TO EFFECT THE MERGER.

In connection with its opinion, Ewing reviewed, analyzed and relied
upon information and material bearing upon the Merger and the financial and
operating condition of Equity and SouthTrust, including, among other things,
the following: (i) the Merger Agreement; (ii) audited financial statements for
Equity for the four years ended December 31, 1995; (iii) certain unaudited
interim financial information for Equity for various periods for the year 1996;
(iv) Annual Reports to Shareholders and Annual Reports on Form 10-K for
SouthTrust for the three years ended December 31, 1995; (v) Quarterly Reports
on Form 10-Q filed by SouthTrust for the first three quarters of 1996; (vi)
other financial information concerning the business and operations of Equity
furnished to Ewing by Equity for purposes of its analysis, including certain
internal forecasts for Equity prepared by its senior management; (vii)
information concerning the limited market for the shares of Equity Common
Stock; and (viii) certain publicly available information concerning the trading
of, and the trading market for, the SouthTrust Common Stock. Ewing also held
discussions with the management of Equity and SouthTrust concerning their
respective operations, financial condition, and prospects, as well as the
results of regulatory examinations.

Ewing also considered such further financial, economic, regulatory,
and other factors as it deemed relevant and appropriate under the
circumstances, including among others the following: (i) certain acquisition
proposals and expressions of interest received by Equity from certain other
banking companies; (ii) certain publicly available information concerning the
financial terms of certain mergers and acquisitions of other financial
institutions in Florida and the financial position and operating performance of
the institutions acquired in those transactions; and (iii) certain publicly
available information concerning the trading of, and the trading market for,
the publicly-traded common stocks of certain other financial institutions.
Ewing also took into account its assessment of general economic, market, and
financial conditions and its experience in other transactions, as well as its
experience in securities valuation and its knowledge of the banking and thrift
industry generally.

In conducting its review and arriving at its opinion, Ewing relied
upon and assumed the accuracy and completeness of all of the financial and
other information provided to it or publicly available, and Ewing did not
attempt to verify such information independently. Ewing relied upon the
management of Equity as to the reasonableness and achievability of the
financial and operational forecasts and projections (and the assumptions and
bases therefor) provided to it and assumed that such forecasts and projections
reflect the best currently available estimates and judgments of management and
that such forecasts and projections will be realized in the amounts and in the
time periods currently estimated by management. Ewing also assumed, without
independent verification, that the aggregate allowances for loan and other
losses for Equity, ST-Bank, ST-Florida, and SouthTrust are adequate to cover
such losses. Ewing did not make or obtain any inspections, evaluations, or
appraisals of the assets or liabilities of Equity, ST-Bank, ST-Florida, or
SouthTrust, nor did Ewing examine any individual loan, property, or securities
files. Ewing was informed by Equity, and assumed for purposes of its opinion,
that the Merger will be recorded as a pooling of interests under generally
accepted accounting principles. Ewing also assumed that the conditions to the
Merger as set forth in the Merger Agreement would be satisfied and that the
Merger would be consummated on a timely basis as contemplated by the Merger
Agreement.

VALUATION METHODOLOGIES

In connection with its written opinion with respect to the terms of
the Merger and the presentation of its oral opinion to Equity's Board of
Directors, Ewing performed several analyses. Set forth below is a brief
summary of these analyses, as updated in connection with Ewing's written
opinion.

Analysis of Terms of the Merger. Ewing calculated the imputed value
of the Merger to the holders of Equity Common Stock based upon the fixed
Exchange Ratio contained in the Merger Agreement and varying

19
<PAGE> 23

assumptions concerning the stock price of SouthTrust Common Stock at the
Effective Time of the Merger. See "--Effect of Merger on Equity Common Stock."
The analysis showed a value ranging from $25.08 to $30.80 per share of Equity
Common Stock based on an assumed closing price for SouthTrust Common Stock at
the Effective Time of the Merger ranging from $28.50 to $35.00 per share.
Under the terms of the Merger Agreement, Equity may terminate the Merger
Agreement or abandon the Merger if the Weighted Average Sales Price (as defined
in the Merger Agreement) for SouthTrust Common Stock is less than $28.50 per
share as of the Effective Time of the Merger. See " -- Regulatory Approvals
and Certain Other Conditions to the Merger; Waiver and Amendment."

Stock Trading History. Ewing examined the recent history of trading
prices for the SouthTrust Common Stock and the relationship between movements
of those stock prices and movements in the Keefe Bruyette & Woods, Inc. Bank
Sector Index (the "Keefe Index"), a capital weighted index composed of 24
listed and over-the-counter stocks representing national money center and
leading regional bank holding companies.

This analysis showed that the price growth per share of SouthTrust
Common Stock (excluding cash dividends but adjusted for stock splits) was
134.3%, 1.0%, 12.9%, negative 5.3%, and 42.4% during the years ended December
31, 1991, 1992, 1993, 1994, and 1995, respectively, and 36.1% during the year
ended December 31, 1996. This analysis also showed that, during the period
from December 31, 1992 through December 31, 1996, the SouthTrust Common Stock
generally traded in a manner similar to the Keefe Index. During this period,
the price of the SouthTrust Common Stock increased by approximately 107% and
the Keefe Index increased by approximately 112%. In considering these
analyses, Ewing noted that prior performance is not necessarily indicative of
future performance.

Ewing also examined recent trading volume history for SouthTrust
Common Stock, which trades on Nasdaq. For the year ended December 31, 1996,
the average monthly share volume represented approximately 4.8% of the total
outstanding shares of SouthTrust Common Stock at September 30, 1996. Ewing
also examined the trading patterns of Equity Common Stock and concluded that an
active trading market for Equity Common Stock did not exist. Therefore, Ewing
placed relatively little weight on the market activity of the Equity Common
Stock.

Comparable Transaction Analysis. Ewing performed an analysis of the
premiums paid in comparable acquisition transactions. For such purposes, Ewing
considered comparable transactions to be acquisitions announced from January 1,
1994 to September 12, 1996, where the target institution was a bank or bank
holding company located in Florida with an announced deal value of $20.0
million or less. In each of the selected transactions, Ewing analyzed the
premium to the target institution's book value, tangible book value, previous
four quarters' earnings, total deposits, and total assets. Ewing then compared
the ranges of these premiums to the assumed transactional value of the Merger,
using an assumed closing price for SouthTrust Common Stock as of the Effective
Time of the Merger ranging from $28.50 to $35.00 per share, producing a value
of $25.08 to $30.80 per share of Equity Common Stock ("Assumed Range of Merger
Value"). This analysis produced the following premium ranges for the selected
comparable transactions based upon the Assumed Range of Merger Value: (i)
price offered as a multiple of the target institution's book value of 1.0 times
to 2.82 times, with a mean of 1.94 times and a median of 1.87 times, compared
to a premium ranging from 1.37 times to 1.68 times for the Assumed Range of
Merger Value based upon Equity's book value at November 30, 1996; (ii) price
offered as a multiple of the target institution's tangible book value of 1.0
times to 2.82 times, with a mean of 1.96 and a median of 1.92 times, compared
to a premium ranging from 1.37 times to 1.68 times for the Assumed Range of
Merger Value based upon Equity's tangible book value at November 30, 1996;
(iii) price offered as a multiple of the target institution's previous four
quarters' earnings of 7.01 times to 35.19 times, with a mean of 19.12 times and
a median of 17.38 times, compared to a premium ranging from 11.81 times to
14.51 times for the Assumed Range of Merger Value based upon Equity's previous
four quarters' earnings at November 30, 1996; (iv) price offered as a
percentage of the target institution's total deposits of 6.74% to 30.82%, with
a mean of 17.52% and a median of 16.52%, compared to 17.89% to 21.97% for the
Assumed Range of Merger Value based upon Equity's total deposits at November
30, 1996; and (v) price offered as a percentage of the target institution's
total assets of 6.19% to 27.26%, with a mean of 15.52% and a median of 15.20%,
compared to 15.45% to 18.98% for the Assumed Range of Merger Value based upon
Equity's total assets at November 30, 1996. No target institution or
transaction used as a comparison in the analysis described above is identical
to Equity or the Merger. Accordingly, an analysis of the foregoing necessarily
involves complex considerations and judgments, as well as other factors that
affect the acquisition value of the companies being compared.

Discounted Cash Flow Analysis. Using discounted cash flow analysis,
Ewing estimated the present value of the future stream of after-tax cash flows
that Equity might be expected to produce through 2001, under various

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<PAGE> 24

circumstances, assuming that Equity performed in accordance with the earnings
projections of Equity management. Ewing estimated the terminal value of Equity
at the end of the period by applying multiples of earnings (ranging from 10.0
times to 13.0 times) and then discounting the cash flow streams and terminal
value using differing discount rates (ranging from 12.0% to 15.0%) chosen to
reflect different assumptions about the required rates of return of Equity and
the inherent risk surrounding the underlying projections by the management of
Equity. This discounted cash flow analysis indicated a reference range of
$10.4 million to $12.1 million, or $22.34 to $25.87 per share of Equity Common
Stock.

Dividend Analysis. Ewing analyzed the effect of the Merger on the
dividends received by Equity shareholders. Equity has not paid a dividend on
shares of Equity Common Stock since it was organized. Based upon the indicated
annual cash dividends payable on the SouthTrust Common Stock at December 31,
1996, Ewing noted that Equity shareholders would receive $0.88 in annual cash
flow for each share of SouthTrust Common Stock received in the Merger, or an
estimated annual cash flow of $0.77 for each share of Equity Common Stock
converted in the Merger.

The summary set forth above does not purport to be a complete
description of the analyses performed by Ewing. The preparation of a fairness
opinion is not necessarily susceptible to partial analysis or summary
description. Ewing believes that its analyses and the summary set forth above
must be considered as a whole and that selecting portions of its analyses
without considering all analyses, or selecting part or all of the above summary
without considering all factors and analyses, would create an incomplete view
of the processes underlying the analyses reflected in Ewing's opinion. In
addition, Ewing may have given various analyses more or less weight than other
analyses and may have deemed various assumptions more or less probable than
other assumptions, so that the ranges of valuations resulting from any
particular analysis described above should not be taken to be Ewing's view of
the actual value of Equity. The fact that any specific analysis has been
referred to in the summary above is not intended to indicate that such analysis
was given greater weight than any other analysis.

In performing its analyses, Ewing made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are beyond the control of Equity and SouthTrust.
The analyses performed by Ewing are not necessarily indicative of actual values
or actual future results which may be significantly more or less favorable than
suggested by such analyses. Such analyses were prepared solely as part of
Ewing's analysis of the fairness, from a financial point of view, of the terms
of the Merger to the shareholders of Equity. The analyses do not purport to be
appraisals or to reflect the prices at which a company actually might be sold
or the prices at which any securities may trade at the present time or at any
time in the future. In addition, as described above, Ewing's opinion is just
one of many factors taken into consideration by the Board of Directors of
Equity in determining to enter into the Merger Agreement.

COMPENSATION OF EWING

Equity has agreed to pay Ewing a fee, payable at the closing of the
Merger, equal to the greater of (i) $25,000 or (ii) 6.5% of the aggregate value
of any consideration in excess of $10.5 million paid by SouthTrust to the
shareholders of Equity in the Merger (excluding, for such purposes, the value
of any stock options and severance payments). Equity has also agreed to
indemnify and hold harmless Ewing and its directors, officers, and employees
against certain liabilities, including liabilities under the federal securities
laws, in connection with its services under its engagement agreement with
Equity, except for liabilities resulting solely from the bad faith or gross
negligence of Ewing.

As a part of its investment banking business, Ewing is regularly
engaged in the valuation of securities in connection with mergers and
acquisitions, underwritings, private placements, trading and market making
activities, and valuations for various other purposes. Equity's Board of
Directors decided to engage Ewing based on its experience as a financial
advisor in mergers and acquisitions of financial institutions, particularly
transactions in Florida, and its general investment banking experience in the
financial services industry.

INTERESTS OF CERTAIN NAMED PERSONS IN THE MERGER

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<PAGE> 25
SouthTrust has agreed in the Merger Agreement that it shall or shall
cause the Surviving Corporation (as defined in the Merger Agreement) to
indemnify, defend and hold harmless the present and former directors and
officers of Equity against all losses, expenses, claims, damages or liabilities
arising out of or incurred in connection with actions or omissions occurring on
or prior to the Effective Time of the Merger (including the transactions
contemplated by the Merger Agreement) to the full extent then permitted under
Florida law and by the Articles of Incorporation and Bylaws of Equity as in
effect on the date of the Merger Agreement. Each of Equity and SouthTrust has
agreed to indemnify, defend and hold harmless each other against losses,
expenses, claims, damages or liabilities arising out of or based upon any
untrue statement of material fact supplied by the other and contained in the
Registration Statement and the Proxy Statement/Prospectus.

The Merger Agreement provides that the Board of Directors and the
executive officer 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 or ST-Florida at or prior to the Effective Time of the Merger.

One of the conditions to the obligation of SouthTrust, ST-Florida and
ST-Bank to consummate the Merger is that Equity shall have caused its
subsidiary, EBMW Corporation, to either (a) sell, transfer, convey or otherwise
dispose of that piece of other real estate owned known as the Galen Medical
Building for an amount at least equal to its book value as set forth on the
most recent Financial Statements of Equity prepared prior to the consummation
of such sale, or (b) enter into a contract, the terms of which are acceptable
to SouthTrust, ST-Florida and ST-Bank, for the sale, transfer, conveyance or
disposal of the Galen Medical Building. At the time of this Proxy
Statement/Prospectus, Equity, through its wholly-owned subsidiary, has entered
into a contract with Grayline Partners, Inc., a New York corporation, for the
sale of the Galen Medical Building at an aggregate purchase price of
$3,530,000, consisting of $900,000 cash and $2,630,000 as a non-recourse
purchase money mortgage. The 50% owner and president of Grayline Partners,
Inc. is the son of Stanley Katz, a director of Equity. Mr. Katz also has an
ownership interest in Greenfield Katz Development Company, which presently
manages the Galen Medical Building. It is anticipated that Greenfield Katz
Development Company will continue to manage the Galen Medical Building if this
sale closes.

Pursuant to the Merger Agreement, appropriate steps shall be taken to
terminate all employee benefit plans of Equity 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 Equity who
ST-Bank employs after the Effective Time of the Merger shall be eligible to
participate in the employee benefits plans of SouthTrust, including welfare and
fringe benefit plans, on the same basis 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 Equity'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 Equity or
any of its subsidiaries 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 Equity 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.

The Merger Agreement further provides that, as a condition to the
obligation of Equity to consummate the Merger, ST-Bank shall have entered into
and delivered certain Severance Agreements with Charles E. Brier and Robert T.
Coughlin, providing for 12 monthly payments of $13,750 (less applicable payroll
taxes) to Mr. Brier and $8,391.67 (less applicable payroll taxes) for Mr.
Coughlin unless unless the employment of such individuals with ST-Bank does not
commence, or the employment of such individuals by ST-Bank is terminated by
ST-Bank other than for cause, as defined in the severance agreements, or in the
event of a voluntarily termination of employment with ST-Bank, or in the event
of the breach of the noncompetition and nonsolicitation provisions contained in
the severance agreements. Furthermore, SouthTrust shall assume an obligation
of Equity to pay an agreed upon settlement of a contingent liability in
respect of long-term compensation in the amounts of $235,000 to Mr. Brier and
$27,000 to Mr. Coughlin.

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<PAGE> 26
EFFECT OF MERGER ON EQUITY COMMON STOCK

At the Effective Time of the Merger, each outstanding share of Equity
Common Stock, other than shares of Equity Common Stock held by shareholders who
have dissented from the Merger, as discussed below, and shares of Equity Common
Stock held in Equity's treasury, shall be converted into the right to receive
0.88 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 or in the event Equity fails to sell the Galen Medical
Building or execute a definitive agreement to effect the sale of the Galen
Medical Building for an amount at least equal to its adjusted book value as set
forth in the Financial Statements of Equity. See "-- Background of the
Merger." No fractional shares of SouthTrust Common Stock will be issued in the
Merger, and, in lieu thereof, each holder of a share of Equity Common Stock
that otherwise would have been entitled to receive a fractional share of
SouthTrust Common Stock will be entitled to receive cash (without interest) 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 per share last sales price of SouthTrust Common Stock as
reported on Nasdaq on the last trading day immediately preceding the Effective
Time of the Merger.

Since the Exchange Ratio of shares of SouthTrust Common Stock for
Equity Common Stock is fixed (subject to certain adjustments that would result
if certain events occurred. See " -- General"), it will not compensate
Equity'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 Equity
Common Stock would decrease. 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 Equity Common Stock would increase. On January
___, 1997, the most recent trading date practicable preceding the date of this
Proxy Statement/Prospectus, the last sales price of SouthTrust Common Stock was
$____ per share. No assurance can be given as to whether the market price of
SouthTrust Common Stock or the value of Equity Common Stock will change prior
to of the Effective Time of the Merger or whether the market price of
SouthTrust Common Stock will change thereafter. Equity is not obligated to
consummate the Merger it the Weighted Average Sales Price (as defined in the
Merger Agreement) for SouthTrust Common Stock is less than $28.50 per share at
the Effective Time of the Merger. Equity's shareholders are advised to obtain
current market quotations for SouthTrust Common Stock and current information
regarding Equity Common Stock.

EFFECT OF THE MERGER ON EQUITY STOCK OPTIONS

At the Effective Time of the Merger, all rights with respect to Equity
Common Stock pursuant to stock options or stock appreciation rights ("Equity
Options") granted by Equity under the Equity Stock Plans (as defined in the
Merger Agreement), which are outstanding at the Effective Time of the Merger,
whether or not exercisable, shall be converted and become rights with respect
to SouthTrust Common Stock and will be assumed by SouthTrust in accordance with
the terms of the particular Equity Stock Plan under which such Equity Options
were issued and the stock option agreement by which such Equity Options are
evidenced. From and after the Effective Time of the Merger, (i) each Equity
Option assumed by SouthTrust may be exercised solely for shares of SouthTrust
Common Stock, (ii) the number of shares of SouthTrust Common Stock subject to
such Equity Option shall be equal to the number of shares of Equity Common
Stock subject to such Equity Option immediately prior to the Effective Time of
the Merger multiplied by the Exchange Ratio, and (iii) the per share exercise
price under each such Equity Option shall be adjusted by dividing the per share
exercise price under each such Equity Option by the Exchange Ratio and
rounding down to the nearest cent.

As soon as practicable after the Effective Time of the Merger,
SouthTrust has agreed in the Merger Agreement to file a registration statement
on Form S-8, with respect to the shares of SouthTrust Common Stock subject to
the Equity Options and to use its reasonable efforts to maintain the
effectiveness of such registration statement or registration statements (and
maintain the current status of the prospectus or prospectuses contained
therein) for so long as any of the Equity Options remain outstanding.

It is intended that such assumption of Equity Options shall be
undertaken in a manner that will not constitute a "modification" as defined in
Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"), as
to any stock option which is an incentive stock option as defined in Section
422 of the Code. All restrictions or limitations on transfer with respect to
shares of Equity Common Stock awarded under an Equity Stock Plan ("Restricted
Stock"), to the extent that such restrictions or limitations shall not have
already lapsed, shall remain in full force and effect with respect to the
shares of SouthTrust Common Stock into which such Restricted

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<PAGE> 27

Stock is converted unless such restrictions arise under the Securities Act and
are eliminated by virtue of the Registration Statement filed by SouthTrust of
which this Proxy Statement/Prospectus is a part.

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 cannot become effective until Equity's shareholders have approved
the Merger Agreement and all required regulatory approvals and actions have
been obtained and taken. Subject to satisfaction of the conditions contained
in the Merger Agreement, the parties currently anticipate that the Merger will
become effective in late February 1997, 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 Equity 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 Equity Common Stock for use in exchanging
their certificates formerly representing shares of Equity 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
Equity Common Stock will cease to be shareholders of Equity and will have no
voting or other rights with respect to shares of Equity 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 Equity Common
Stock. As of the Effective Time of the Merger and except as otherwise
indicated below, all holders of shares of Equity Common Stock shall be deemed
to be holders of the shares of SouthTrust Common Stock into which such shares
of Equity Common Stock shall have been converted in the Merger, whether or not
they surrender the stock certificates representing their shares of Equity
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 Equity
Common Stock, and SouthTrust shall not be obligated to deliver any of the
consideration to which any holder of Equity 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 Equity Common Stock as provided for in the Merger
Agreement. Until the stock certificates evidencing the shares of Equity 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 Equity 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

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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.

At or prior to the Effective Time of the Merger, each such person
deemed an affiliate of Equity 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 Equity and SouthTrust have been published within
the meaning of Section 201.01 of the Commission's Codification of Financial
Reporting Policies. Such affiliate shall further represent and warrant that he
or she shall not sell, pledge, transfer or otherwise dispose of shares of
Equity for a period of 30 days prior to the Effective Time of the Merger.

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 Equity 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 Equity 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 Equity
of the Merger Agreement.

On December 16, 1996, ST-Bank filed with the OCC an application
seeking approval to merge Equity with and into ST-Bank. It is anticipated that
the OCC will approve such application in the latter part of January 1997.
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 Equity into ST-Bank on antitrust grounds.

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 Equity
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 Equity
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 Equity, 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 Equity made in the Merger
Agreement and the performance, in all material respects, of their
respective obligations thereunder;

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<PAGE> 29

(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 Equity,
based on advice of counsel, would have a material adverse effect with
respect to the interests of SouthTrust or Equity as the case may be;

(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, 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 Equity 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 Equity 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;

(e) there shall have been no: (i) determination by Equity
that any fact, event or condition exists or has occurred that, in the
judgment of Equity, (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 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, or which may be foreseen to have a
material adverse effect on, the condition of Equity 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 general suspension of
trading on Nasdaq, the New York Stock Exchange, Inc. or other national
securities exchange;

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

(g) the total number of shares of Equity Common Stock
outstanding as of the Effective Time of the Merger (exclusive of any
shares of Equity Common Stock held in the treasury of Equity)
including any securities or rights convertible into or exchangeable
for shares of Equity Common Stock, shall not exceed 478,286 shares in
the aggregate;

(h) the holders of not more than ten percent (10%) of the
outstanding shares of Equity 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 Equity concerning certain aspects of the transactions
contemplated by the Merger Agreement;

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<PAGE> 30

(k) Equity 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;

(l) Equity shall have sold or arranged for the sale of
the Galen Medical Building and shall have completed the disposal of
the impermissible investments in EBRC Corporation and EBSW Corporation
in accordance with the provisions of Sections 5.14 and 5.15 of the
Merger Agreement, respectively, and shall have delivered to SouthTrust
a certificate certifying that these conditions have been satisfied;

(m) each Equity Option (as defined in the Merger
Agreement) and the Equity Stock Option Plans (as defined in the Merger
Agreement) shall have been converted and assumed by ST-FL in
accordance with the Merger Agreement;

(n) the Weighted Average Sales Price (as defined in the
Merger Agreement) of the SouthTrust Shares shall not be less than
$28.50 per share;

(o) Equity shall have obtained an opinion, dated within
10 days prior to the date of this Proxy Statement/Prospectus, that the
terms of the Merger are fair to Equity shareholders from a financial
point of view; and

(p) ST-Bank shall have entered into and delivered certain
severance agreements with Messrs. Brier and Coughlin.

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, 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 Equity;

(b) either SouthTrust, ST-FL and ST-Bank or Equity, if the Merger
shall not have occurred on or prior to June 30, 1997 (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 Equity (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 Equity set forth
in the Merger Agreement or is a material breach of any covenant or agreement of
Equity 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 Equity on a consolidated basis or upon the consummation of the transactions
contemplated by the Merger Agreement, (C) 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 Equity if (i) Equity shall have determined that any fact,
event or condition exists that, in the judgment of Equity, (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)
Equity shall

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have determined that any fact, event or condition exists that, in the judgment
of Equity, 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 Equity may dissent from the Merger and receive in
cash the appraised value, as of the Effective Time of the Merger, of the shares
of Equity Common Stock held by such shareholder pursuant 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
Equity 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
Equity Common Stock may differ from the consideration that a shareholder of
Equity 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 C to this
Proxy Statement/Prospectus.

Under the Dissent Provisions, a shareholder of Equity 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 Equity 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 Equity 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 Equity 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 C to this Proxy
Statement/Prospectus and each Equity shareholder is urged to read these
provisions carefully.

CONDUCT OF BUSINESS BY EQUITY PENDING THE MERGER

The Merger Agreement provides that, until the Effective Time of the
Merger, Equity shall, and shall cause each of its subsidiaries to, (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

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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 Equity 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, Equity shall not and it shall not permit any of its
subsidiaries, without the prior written consent of SouthTrust, to:

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

(ii) change the number of shares of the authorized, issued or
outstanding capital stock of Equity, 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 Equity,
declare, set aside or pay any dividend or other distribution
with respect to the outstanding capital stock of Equity,
provided, however, that the Equity Options previously granted
may be exercised by the holders thereof to the extent then
exercisable in accordance with the terms of such option
grants;

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

(iv) make any capital expenditures individually in excess of
$25,000, or in the aggregate in excess of $50,000 other than
pursuant to binding commitments existing on June 30, 1996 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) except as provided in the Merger Agreement to the contrary, or
as reflected in Disclosure Schedule 5.1(b)(v) to the Merger
Agreement, 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, except as reflected in Disclosure Schedule
5.1(b)(vi) to the Merger Agreement, will not exceed an
aggregate of $65,000; 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;

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<PAGE> 33

(vii) enter into or extend any agreement, lease or license relating
to real property, personal property, data processing or
bankcard functions relating to Equity 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) any internal
reorganization or consolidation involving existing
subsidiaries of Equity which has been approved in advance in
writing by SouthTrust, (B) foreclosures in the ordinary course
of business, or (C) acquisitions of control by Equity in a
fiduciary capacity.

Equity has also agreed that it will not, acting through any director
or officer or other agent, authorize or knowingly permit any officer, director
or employee of, or any investment banker, attorney, accountant or other
representative retained by Equity or any of its subsidiaries to solicit or
encourage, including by way of furnishing information, any inquiries or the
making of any proposal which may reasonably be expected to lead to any takeover
proposal with respect to Equity. Except to the extent necessary to comply with
the fiduciary duties of the Board of Directors of Equity and as advised by
counsel neither Equity nor any director, officer or other agent of Equity or
any representative thereof, shall furnish any non-public information that it is
not legally obligated to furnish, negotiate with respect to or enter into any
contract or agreement with respect to any takeover proposal, but Equity may
communicate information about such a takeover proposal to its shareholders if
and to the extent that it is required to do so in order to comply with its
legal obligations as advised by counsel. Equity shall promptly advise
SouthTrust orally and in writing of any such inquiries or proposals received by
Equity after the date of the Merger Agreement. For the purposes of the Merger
Agreement, "takeover proposal" shall mean any proposal for a merger or other
business combination involving Equity or any of its subsidiaries or for the
acquisition of a substantial significant equity interest in Equity or any of
its subsidiaries or for the acquisition of a substantial significant portion of
the assets of Equity or any of its subsidiaries.

Immediately prior to Closing, Equity will at SouthTrust's request
establish and take reserves and accruals to conform Equity's loan, accrual
reserve and other accounting policies to those of ST-Bank.

BUSINESS AND MANAGEMENT OF EQUITY FOLLOWING THE MERGER; PLANS FOR BUSINESS OF
EQUITY

Upon consummation of the Merger, Equity 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
Equity will become a full service branch of ST-Bank and the operations of
Equity will be integrated into the operations of ST-Bank, with efforts directed
toward preserving the existing customer and banking relationships of Equity as
a part of ST-Bank.

STOCK OPTION AGREEMENT

As an inducement and a condition to SouthTrust to enter into the
Merger Agreement, SouthTrust and Equity entered into the Stock Option
Agreement, whereby Equity granted SouthTrust the Stock Option entitling
SouthTrust to purchase up to 116,059 shares (which shall in no event exceed
19.9% of the issued and outstanding shares of Equity) of Equity Common Stock,
at a price of $28.875 per share, under the circumstances described below. The
following description of the Stock Option Agreement and the Stock Option does
not purport to be complete and is qualified in its entirety by reference to the
Stock Option Agreement, which is incorporated herein by reference and attached
hereto as Exhibit B.

The Stock Option is exercisable only if both a Preliminary Purchase
Event (as hereinafter defined) and a Purchase Event (as hereinafter defined)
shall have occurred after the date of the Stock Option Agreement and prior to
the Effective Time of the Merger.

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<PAGE> 34

The term "Preliminary Purchase Event" shall mean any of the following
events or transactions:

(i) any person (other than SouthTrust or any subsidiary
of SouthTrust) shall have commenced (as such term is defined in Rule
14d-2 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or shall have filed a registration statement under
the Securities Act of 1933, as amended (the "Securities Act") with
respect to, a tender offer or exchange offer to purchase any shares of
Equity Common Stock such that, upon consummation of such offer, such
person would own or control 25% or more of the then-outstanding shares
of Equity Common Stock (such an offer being referred to herein as a
"Tender Offer" or an "Exchange Offer," respectively); or

(ii) the holders of Equity Common Stock shall not have
approved the Merger Agreement at the meeting of such shareholders held
for the purpose of voting on the Merger Agreement, such meeting shall
not have been held or shall have been canceled prior to termination of
the Merger Agreement, or Equity's Board of Directors shall have
withdrawn or modified in a manner adverse to SouthTrust the
recommendation of Equity's Board of Directors with respect to the
Merger Agreement, in each case, after it shall have been publicly
announced that any person (other than SouthTrust or any subsidiary of
SouthTrust) shall have (A) made, or disclosed an intention to make, a
proposal to engage in an Acquisition Transaction (as hereinafter
defined), (B) commenced a Tender Offer or filed a registration
statement under the Securities Act with respect to an Exchange Offer,
or (C) filed an application (or given a notice), under Florida banking
or corporate law, the Bank Holding Company Act, the Bank Merger Act,
or the Change in Bank Control Act of 1978, for approval to engage in
an Acquisition Transaction. As used herein, the term Acquisition
Transaction shall mean (A) a merger, consolidation, or similar
transaction involving Equity or any of its subsidiaries (other than
transactions solely between Equity's subsidiaries), (B) the
disposition, by sale, lease, exchange, or otherwise, of assets of
Equity or any of its subsidiaries representing in either case 25% or
more of the consolidated assets of Equity and its subsidiaries, or (C)
the issuance, sale, or other disposition of (including by way of
merger, consolidation, share exchange, or any similar transaction)
securities representing 25% or more of the voting power of Equity or
any of its subsidiaries (each of (A), (B), or (C), an "Acquisition
Transaction").

As used in the Stock Option Agreement, "person" shall have the meaning
specified in Section 3(a)(9) and 13(d)(3) of the Exchange Act.

The term "Purchase Event" shall mean any of the following events
subsequent to the date of the Stock Option Agreement:

(i) without SouthTrust's prior written consent, and
otherwise than as contemplated by the Merger Agreement, Equity shall
have authorized, recommended, publicly proposed, or publicly announced
an intention to authorize, recommend, or propose, or entered into an
agreement with any person (other than SouthTrust or any subsidiary of
SouthTrust) to effect an Acquisition Transaction; or

(ii) any person (other than SouthTrust or any subsidiary
of SouthTrust) shall have acquired beneficial ownership (as such term
is defined in Rule 13d-3 promulgated under the Exchange Act) of or the
right to acquire beneficial ownership of, or any "group" (as such term
is defined under the Exchange Act) shall have been formed which
beneficially owns or has the right to acquire beneficial ownership of
25% or more (or, if such person or group is the beneficial owner of
25% or more on the date of the Stock Option Agreement, such person or
group acquires an additional 10% or more) of the voting power of
Equity or any of its significant subsidiaries.

The Stock Option shall terminate and be of no further force and effect
upon the earliest to occur of: (i) the Effective Time of the Merger, (ii) the
material breach or default of any party to the Merger Agreement other than
Equity; (iii) the termination by Equity of the Merger Agreement pursuant to
Section 10.1(c) thereof (excluding, however, any such termination based in
whole or in part on Sections 9.6, 9.9, 9.10 or 9.11 of the Merger

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Agreement); or (iv) the expiration of one year after the occurrence of any
Purchase Event or Preliminary Purchase Event.

In the event of any change in Equity Common Stock by reason of a stock
dividend, stock split, split-up, recapitalization, combination, exchange of
shares, or similar transaction, the type and number of shares subject to the
Stock Option, and the purchase price will be adjusted appropriately. After the
occurrence of a Purchase Event, SouthTrust may assign the Stock Option
Agreement and its rights thereunder in whole or in part.

Upon the occurrence of a Repurchase Event (as defined below) that
occurs prior to an Exercise Termination Event, at the request of Holder (as
defined in the Stock Option Agreement), delivered prior to an Exercise
Termination Event, Equity will, subject to regulatory restrictions, be
obligated to repurchase the Stock Option and any shares of Common Stock
theretofore purchased pursuant to the Stock Option, at a specified price. As
defined in the Stock Option Agreement, a "Repurchase Event" shall occur if (i)
any person other than SouthTrust or a SouthTrust subsidiary shall have acquired
beneficial ownership of (as such term is defined in Rule (13-d-3) promulgated
under the Exchange Act), or the right to acquire beneficial ownership, or any
"group" (as such term is defined under the Exchange Act) shall have been formed
which beneficially owns or has the right to acquire beneficial ownership of 50%
or more of the then-outstanding shares of Equity Common Stock, or (ii) any of
the following transactions are consummated: (x) Equity consolidates with or
merges into any person, other than SouthTrust or a SouthTrust subsidiary, and
is not the continuing or surviving corporation of such consolidation or merger,
(y) Equity permits any person, other than SouthTrust or a SouthTrust
subsidiary, to merge into Equity and Equity becomes the continuing or surviving
corporation, but, in connection with such merger, the then outstanding shares
of Equity Common Stock shall be changed into or exchanged for stock or other
securities of Equity or any other person or cash or any other property or the
outstanding shares of Equity Common Stock immediately prior to such merger
shall after such merger represent less than 50% of the outstanding shares and
share equivalents of the merged company, or (z) Equity sells or otherwise
transfers all or substantially all of its assets to any person, other than
SouthTrust or a SouthTrust Subsidiary.

In the event that prior to the exercise or termination of the Stock
Option, Equity enters into an agreement to engage in any of the transactions
described in clause (ii) of the definition of Repurchase Event above, the
agreement governing such transaction shall make proper provision so that upon
the consummation of such transaction and upon the terms and conditions set
forth in the Stock Option Agreement, the Option shall be converted into, or
exchanged for, an option (the "Substitute Option"), at the election of
SouthTrust, of either the Acquiring Corporation (as defined below), any person
that controls the Acquiring Corporation or, in the case of a merger described
in (y) above, Equity. An "Acquiring Corporation" shall mean the continuing or
surviving corporation of a consolidation or merger with Equity (if other than
Equity), Equity, and the transferee of all or any substantial part of Equity's
assets (or the assets of its subsidiaries). Following the termination of the
Merger Agreement, Equity has agreed to file with the Commission and to cause to
become effective certain registration statements under the Securities Act with
respect to dispositions by SouthTrust and its assigns of all or part of the
Stock Option and/or any shares of Equity Common Stock into which the Stock
Option is exercisable.

The purpose of the Stock Option Agreement and the Stock Option is to
increase the likelihood that the Merger will occur, by making it more difficult
for another party to acquire Equity. The ability of SouthTrust to exercise the
Stock Option and to cause up to an additional 116,059 shares of Equity Common
Stock to be issued may be considered a deterrent to other potential
acquisitions of control of Equity, as it is likely to increase the cost of an
acquisition of all the shares of Equity Common Stock which would then be
outstanding.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

THE FOLLOWING DISCUSSION IS A SUMMARY OF CERTAIN ANTICIPATED FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER TO HOLDERS OF EQUITY COMMON STOCK WHO ARE
CITIZENS OF THE UNITED STATES. IT DOES NOT DISCUSS ALL THE TAX CONSEQUENCES
THAT MAY BE RELEVANT TO HOLDERS OF EQUITY 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 EQUITY COMMON
STOCK WHO ACQUIRED THEIR EQUITY 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.

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EACH HOLDER OF EQUITY 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 Equity 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 Equity Common Stock of the
Merger or of any of the federal income tax effects to SouthTrust, ST-Bank,
ST-Florida or Equity of the Merger. Instead, Equity will rely upon an opinion
of Bradley Arant Rose & White LLP as to the federal income tax consequences of
the Merger to the holders of Equity Common Stock. The opinion of Bradley Arant
Rose & White LLP 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 LLP, which opinion is
based upon various representations and subject to various assumptions and
qualifications, the following federal income tax consequences to the holders of
Equity 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 Equity solely in exchange for SouthTrust Common
Stock and the assumption of all the liabilities of Equity by
ST-Florida, followed by the transfer of the assets of Equity
to ST-Bank and the assumption by ST-Bank of the liabilities of
Equity.

(ii) The acquisition by ST-Florida of substantially all of the
assets of Equity in exchange solely for shares of SouthTrust
Common Stock and the assumption by ST-Florida of Equity'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 Equity will not be disqualified under Section 368(a)(1)(C)
of the Code solely by reason of the fact that the assets of
Equity that were acquired by ST-Florida are transferred to ST-
Bank. SouthTrust, ST-Florida and Equity 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
Equity upon the receipt of SouthTrust Common Stock (including
any fractional share interests to which they may be entitled)
solely in exchange for their shares of Equity Common Stock.

(iv) The basis of the SouthTrust Common Stock to be received by the
Equity shareholders (including any fractional share interest
to which they may be entitled) will be the same as the basis
of the Equity 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 Equity will include
the period during which the Equity Common Stock surrendered in
exchange therefor was held, provided that the shares of Equity
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) Equity 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
Equity Common Stock, subject to the provisions and limitations
of Section 302 (a) of the Code. Those Equity shareholders who
hold no SouthTrust Common Stock, directly or indirectly
through 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.
As provided in Section 1011 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
Equity Common Stock surrendered as determined under Section
1011 of the Code.

(vii) The payment of cash to an Equity 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.

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The opinion of Bradley Arant Rose & White LLP 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.

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 September 30, 1996 there were 96,051,988 shares of SouthTrust Common
Stock 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.

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
EQUITY."

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.

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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.

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 Equity Common Stock.

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<PAGE> 39
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 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.

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<PAGE> 40

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 (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 EQUITY

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.

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<PAGE> 41
<TABLE>
<CAPTION>
SouthTrust
Common Stock
--------------------
High Low
---- ---
<S> <C> <C> <C>
1994:
First Quarter . . . . . . . . . $19 3/8 $ 18 1/8
Second Quarter . . . . . . . . . 22 18 1/4
Third Quarter . . . . . . . . . 21 7/8 19 5/8
Fourth Quarter . . . . . . . . . 20 1/4 17 1/8
1995:
First Quarter . . . . . . . . . $21 3/8 $ 18 3/8
Second Quarter . . . . . . . . . 23 1/8 20 7/8
Third Quarter . . . . . . . . . 27 1/8 23
Fourth Quarter . . . . . . . . . 25 7/8 24 1/2
1996:
First Quarter . . . . . . . . . $27 7/8 $ 25 1/4
Second Quarter . . . . . . . . . 28 1/2 26 7/8
Third Quarter . . . . . . . . . 31 3/4 26 1/2
Fourth Quarter . . . . . . . . . 36 1/8 30 7/8

1997:
First Quarter (through
January ___, 1997) . . . . . . {} {}
</TABLE>

Shares of Equity Common Stock are not actively traded and there is
no established public trading market for Equity Common Stock. Any such trading
activity that occurs, takes place in privately negotiated transactions.
Management of Equity has no knowledge of the sales price received upon the sales
of shares of Equity Common Stock.

On October 28, 1996 and October 30, 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
$32 3/4 and $33 3/16, respectively; and on January ___, 1997, the last sales
price of SouthTrust Common Stock as obtained from Nasdaq was $________.

DIVIDENDS

Equity has never declared annual dividends. Pursuant to the Merger
Agreement, Equity may not declare, set aside or pay any dividend or other
distribution during the pendency of the Merger Agreement. See "COMPARISON OF THE
COMMON STOCK OF SOUTHTRUST AND EQUITY - Dividends." The following table sets
forth the cash dividends per share declared on SouthTrust Common Stock during
the periods indicated:

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<PAGE> 42

<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
Second Quarter . . . . . . . . . . . . . . 0.22
Third Quarter . . . . . . . . . . . . . . . 0.22
Fourth 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.

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.

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<PAGE> 43

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, 1996 there were approximately 66 holders of
record of Equity Common Stock.

COMPARISON OF THE COMMON STOCK
OF
SOUTHTRUST AND EQUITY

The rights of Equity's shareholders are governed by the
Articles of Incorporation of Equity, the Bylaws of Equity 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 Equity'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
Equity 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 Equity, the General Corporation Law of the State of
Delaware, the Florida Financial Institutions Codes and the Florida Business
Corporation Act.

DIVIDENDS

The sources of funds for payments of dividends by SouthTrust
are its subsidiaries. Because Equity and the primary subsidiaries of SouthTrust
are financial institutions, payments made by such subsidiaries to SouthTrust and
by Equity 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 EQUITY--Dividends" for information concerning
the effect of such limitations on SouthTrust's and Equity'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 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 Equity 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

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<PAGE> 44

shares of SouthTrust Common Stock and Equity 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 Equity 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. 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. Because Equity is not a public
corporation the Florida control share provision does not apply to Equity.
Futhermore, the 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
Equity.

The effect of the Florida business combination and affiliated
transactions provisions and the comparable provisions in the Delaware statute,
respectively, is to make more difficult the acquisition of majority control of a
corporation for the use of its assets to finance such acquisition. These Florida
statutory provisions are not applicable to Equity, but the comparable Delaware
statutory provisions are applicable to SouthTrust. The Florida control share
statute discourages tender offers for stock where the purpose of such tender
offers is to obtain voting control of the corporation. Equity is not subject to
the Florida control share statute and Delaware law does not contain a similar
provision.

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-

41
<PAGE> 45

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 Equity provide that the Board of Directors of
Equity 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.

The Bylaws of both SouthTrust and Equity 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. Under the Restated Certificate of Incorporation of SouthTrust 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 Articles of
Incorporation of Equity require the vote of two-thirds of the remaining
directors to fill any vacancy. 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 Equity, any action taken by the Board of Directors without a meeting
is a valid action if 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 Equity may be amended by a vote of two-thirds of the
Board of Directors or by a majority of the shareholders of Equity.

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> 46

RIGHTS ON LIQUIDATION

In the event of liquidation, the holders of SouthTrust Common
Stock and the holders of Equity 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 Equity Common Stock
do not have any preemptive rights to purchase additional shares of any class of
securities, including common stock, of SouthTrust or Equity, 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 Equity Common Stock is not registered under the Exchange
Act. Equity provides its shareholders with annual reports containing audited
financial statements of Equity. In addition, Equity 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. There is
no similar rights plan in effect with respect to Equity.

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.

43
<PAGE> 47
Furthermore, in the event of a loss suffered or anticipated by the FDIC --
either as a result of default of a banking or thrift 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 Equity

Equity 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. Equity 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 Equity, including the institution of cease and desist orders and
the removal of directors and officers. Equity'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

44
<PAGE> 48

Corporation Improvement Act." At least half of the total capital is to be
comprised of common equity, retained 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.

Equity, 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 Equity 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}, Equity 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 Equity 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,
--------------------------
EQUITY 1995 1994
------ ---- ----
<S> <C> <C>
REGULATORY CAPITAL RATIOS:
Tier 1 risk-based capital* . . . . . . . . . . . . . . 12.54% 10.67%
Total risk-based capital* . . . . . . . . . . . . . . . 13.79% 12.29%
Leverage ratio* . . . . . . . . . . . . . . . . . . . . 9.95% 8.44%
- ---------------------
</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

45
<PAGE> 49

undercapitalized" and "critically undercapitalized." A depository institution is
well capitalized if it significantly 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 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 Equity.

Source of Strength

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. In
addition, any

46
<PAGE> 50
capital loans by a bank holding company to any of its banking subsidiaries are
subordinate in right of payment to deposits and to certain other indebtedness of
such banks. In the event of a bank holding company's bankruptcy, any commitment
by the bank holding company to a federal bank regulatory agency to maintain the
capital for a banking subsidiary will be assumed by the bankruptcy trustee and
entitled to a priority of payment. In the event of a loss suffered or
anticipated by the FDIC -- either as a result of default of a banking subsidiary
or 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.

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 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 EQUITY

GENERAL

Equity was organized in 1983 as a banking corporation under the laws of
the State of Florida and began operation in October, 1985 with the primary
purpose of serving the banking needs of the residents of Palm Beach County,
Florida and surrounding areas. Since its organization, Equity 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

Equity's primary service area consists of Palm Beach and Broward
Counties.

DEPOSIT ACTIVITIES

Equity'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 Equity to monitor its competition in order to keep the rates paid
on its deposits at a competitive level. For additional information regarding
Equity's deposit accounts, see "EQUITY MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Deposits."

LOAN ACTIVITIES

Equity's lending programs include commercial, construction, real estate
(both commercial and residential) and consumer programs. The interest rates
charged on loans vary with the degree of risk, maturity and amount of

47
<PAGE> 51

the loan, and are further subject to competitive prices, money market rates,
availability of funds and government regulations.

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

OTHER SERVICES

Equity provides most other traditional commercial and consumer banking
services, money orders, traveler's cheques, notary service, safe deposit
services and wire transfers. Equity 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 Equity's primary service area in
particular, is characterized by significant competition for both deposits and
lending opportunities. In its market area, Equity 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 Equity will pay on deposits, which would
increase Equity's cost of money and possibly reduce its net income. Competition
for loans may have the effect of lowering the rate of interest Equity will
receive on its loans, which would lower Equity's return on invested assets and
possibly reduce its net income. Many of Equity's competitors have been in
existence for a significantly longer period of time than Equity and may offer
certain services, such as trust services, that Equity does not provide at this
time. The profitability of Equity depends upon its ability to compete in its
primary service 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 370 established or future offices of commercial banks and savings
and loan associations located in Palm Beach County and 380 established or future
offices of commercial banks and savings and loan associations located in Broward
County.

48
<PAGE> 52

SELECTED FINANCIAL DATA OF EQUITY

<TABLE>
<CAPTION>
Nine Months Ended
September 30, Years Ended December 31,
------------------ ---------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
(In Thousands)

Net Interest Income $ 2,718 $ 2,447 $ 3,275 $ 3,199 $ 2,764 $ 2,396 $ 2,000
Provision for Loan Losses 186 85 115 150 240 315 450
Net Income 759 487 685 936 643 272 190
Per Share Data:
Net Income 1.65 1.01 1.49 2.03 1.39 0.59 0.41
Cash Dividends 0 0 0 0 0 0 0

Total Average Stockholders'
Equity 7,054 6,215 6,283 5,459 4,926 4,199 4,054
Total Average Assets 67,797 67,239 66,929 71,290 78,889 79,670 69,018

Ratios:
Average Equity to Assets 10.40% 9.24% 9.39% 7.66% 6.24% 5.27% 5.87%
Return on Average Equity 14.34% 10.02% 10.90% 17.15% 13.05% 6.48% 4.69%
Return on Average Assets 1.49% 0.93% 1.02% 1.31% 0.82% 0.34% 0.28%
</TABLE>

49
<PAGE> 53

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

OVERVIEW

Equity Bank commenced operations in October 1985 with an emphasis on
traditional commercial banking. Equity, committed to offering a full-range of
services to the community, opened Equity Bank Mortgage Company ("EBMC"), a
wholly-owned subsidiary, at approximately the same time. EBMC originated and
purchased mortgage loans for permanent investors. In December 1987, due to
rising interest rates, Equity adopted a plan to dispose of EBMC, with all
assets and mortgage banking operations being sold by early 1988. Deteriorating
real estate conditions during the early 1990's forced Equity to increase its
provision for loan loss, resulting in lower profits while acquiring several
properties through loan foreclosures. During the early 1990's, Equity's
management formulated a plan to reduce the level of non-performing loans and
other real estate owned, while increasing core deposit and profits. Primarily
as a result of management's plan, Equity reflected record earnings for the year
ended 1994 and opened it's first branch in Pompano Beach in April 1995.
Pursuant to the prompt correction provisions of the FDICIA, Equity has been
considered a well-capitalized institution since 1994 with total risk-based
capital ratio of 13.79% and 12.29% for the years ended December 31, 1995 and
1994, respectively.

RESULTS OF OPERATIONS

Equity earned approximately $759,000 during the first nine months of
1996, versus $467,000 for the same period in 1995, an increase of 62%. While
an increase in net income was the biggest contributing factor to the overall
improvement in net income, a decrease in losses from investments in real estate
joint ventures also contributed significantly to the improvement, which losses
totaled $4,000 as of September 30, 1996, as compared to a loss of $203,000 for
the first nine months of 1995. During the first nine months of 1996, Equity's
provision for loan losses was $186,000 as compared to $85,000 for the same
period in 1995. Non-interest expenses were slightly lower in 1995 than 1994
primarily due to a decrease in deposit insurance expense. This decrease,
effective January 1, 1996, is a result of the FDIC reducing the amount of
insurance paid on deposit accounts.

Equity posted earnings of $685,000, $936,000 and $643,000 for the
years ended December 31, 1995, 1994 and 1993, respectively. The decrease in
earnings during 1995 was mainly attributable to the opening of an office in
Pompano Beach, as well as a one-time writedown on investments in real estate
joint ventures. For the year ended December 31, 1995, Equity posted a loss of
$207,000, as compared to income of $167,000 and $86,000 for the years ended
December 31, 1994 and 1993, respectively, on investments in real estate joint
ventures. Equity has made significant progress in increasing its level of fee
income during the past several years. As a result, fee income has increased
over 30% from 1993 to 1995.

A large portion of Equity's non-interest income is derived from
Equity's investment in other real estate owned. During the years ended December
31, 1995, 1994 and 1993, income from other real estate owned was $321,000,
$269,000 and $305,000 respectively. The primary source of such income is rental
income from the Galen Medical Building. This building is located adjacent to
the Boca Raton Community Hospital and leases medical office sites to
physicians, physical therapists and the hospital. As of the date of this Proxy
Statement/Prospectus, Equity's subsidiary, EBMW Corporation, has entered into a
contract to sell the Galen Medical Building for $3,530,000. See "The Merger -
General".

Equity's non-interest expenses grew approximately $400,000 from 1993
to 1995, due mostly to increases in employee compensation and benefits,
occupancy, equipment, advertising, and promotion fees and expenses associated
with the opening of the Pompano Office during 1995.

NET INTEREST INCOME

Equity's principal source of revenue is net interest income, which is
the difference between the interest earned on assets and interest paid on
funds acquired to support those assets. The principal interest-earning assets
are loans made to businesses and individuals. Interest-bearing liabilities that
support those assets consist primarily of transaction accounts and time
deposits. Net interest is affected by the balances and mix of interest-earning
assets and interest-bearing liabilities and changes in their corresponding
yields and costs and by the volume of interest-earning assets funded by
non-interest bearing deposits.

Net interest income increased from $2,764,000 in 1993 to $3,275,000 in
1995, an increase of approximately 18%. This increase was due in part to the
change in the mix of interest-bearing liabilities as well as an increase in
interest rates. These two factors contributed to the increase in Equity's net
interest margin from 3.81% as of December 31, 1993, to 4.88% as of December 31,
1995. A significant portion of Equity's loan portfolio are loans which are
directly tied to changes in the prime rate. While gross loans decreased
approximately 14% from 1993 to 1995, the rise in interest rates over this same
period allowed Equity to experience an increase in interest income of
approximately $400,000.

Net interest income for the nine month period ended September 30, 1996
was $2,718,000 versus 2,447,000 for the same period in 1995. An increase in
loans, primarily construction loans, and a decrease in time deposits were the
primary reason for the increase. While interest rates remained relatively
constant, the average balance of loans outstanding as of September 30, 1996,
increased approximately $4,000,000 from September 30, 1995. Interest expense
decreased due mostly to the reduction in average time deposits of approximately
$2,500,000, or 11% from September 30, 1995 to September 30, 1996. The net
interest margin was 5.19% as of September 30, 1996, as compared to 4.91% as of
September 30, 1995.

During 1991 and 1992 Equity invested in tax certificates in the State
of Florida. In Florida, tax certificates represent a priority lien against real
property for which assessed real estate taxes are delinquent. During these two
years, Equity purchased approximately $12 million of tax certificates for
properties located primarily in Palm Beach and Dade counties. Equity's
experience with this type of investment has been favorable as rates earned are
generally higher than for other types of investments. While interest earned on
tax certificates during 1991, 1992 and 1993 contributed significantly to
Equity's net interest income, the investment in tax certificates at December
31, 1995 was approximately $220,000, with the interest earned during 1995 only
$32,000. During 1996, Equity applied for tax deeds on several of the
outstanding tax certificates. This required Equity to purchase all other
outstanding tax certificates on these properties, for a total cash outlay of
approximately $108,000. The majority of the tax certificates were redeemed
through September 1996. As of September 30, 1996, Equity's investment in tax
certificates was approximately $109,000.

Equity, due in part to the purchase of tax certificates in 1991 and
1992, but not in more recent years, has in recent history relied somewhat on
time deposits. As a direct result of its strategy of increasing core deposits
and lowering the loan portfolio, Equity has been able to reduce its dependence
on higher yielding time deposits. Even in rising interest rate environment
during the past three years, Equity has been able to maintain approximately the
same level of interest expense due to the reduction of approximately $12
million in time deposits.

50
<PAGE> 54
AVERAGE BALANCES AND INTEREST RATES, INTEREST YIELDS/RATES

The following table details average balances of interest-earning
assets and interest-bearing liabilities, the fully taxable equivalent amount of
interest earned/paid thereon, and the fully taxable equivalent yield/rate for
the nine months ended September 30, 1996 and 1995 and the three years ended
December 31, 1995.
<TABLE>
<CAPTION>
Period Ended September 30, Year Ended December 31,
----------------------------------------------------------------- -------------------------------
1996 1995 1995
-------------------------------- ------------------------------ -------------------------------
Average Average Average
Balance Interest Yield/Rate Balance Interest Yield/Rate Balance Interest Yield/Rate
------- -------- ---------- ------- -------- ---------- ------- -------- ----------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Interest Earning Assets:

Federal funds sold $ 5,765 $ 226 5.23% $ 6,520 $ 284 4.67% $ 6,529 $ 378 5.79%
Investment securities(1) 4,863 235 6.44 6,525 325 6.64 6,296 415 6.59
Loans net of
unearned income(2) 48,861 3,531 9.64 44,977 3,310 9.81 45,073 4,403 9.77
Tax Certificates 239 22 12.27 326 27 11.04 327 32 9.79

Total interest
Earning Assets $ 59,728 $4,014 8.96 $ 58,348 $3,946 9.02 $ 58,225 $5,228 8.98%

Non-Interest

Earning Assets:

Cash/Due From $ 3,356 $ 2,828 $ 2,771
P&E, net 419 459 459
Accrued Interest
Receivable 360 407 387
OREO 3,910 4,801 4,801
Other Assets 800 1,289 1,161
Allowance for Loan Loss (776) (893) (875)
Total Assets $ 67,797 $ 67,239 $ 66,929
======== ======== ========

Interest Bearing

Liabilities:

Interest bearing demand $ 12,121 $ 173 1.90% $ 11,760 $ 177 2.01% $ 11,540 $ 234 2.03%
Money market deposits 8,587 170 2.64 8,864 185 2.78 9,011 253 2.81
Savings Deposits 1,843 31 2.24 2,213 37 2.23 2,129 48 2.25
Time deposits 21,631 842 5.19 24,217 1,011 5.57 23,384 1,301 5.56
Other borrowings 713 21 3.93 582 18 4.12 526 24 4.56
Subordinated debentures 886 59 8.88 1,005 71 9.42 1,005 93 9.25
Total Interest
bearing liabilities $ 45,781 $1,296 3.77 $ 48,641 $1,499 4.11 $ 47,595 $1,953 4.10%

Non-interest

Liabilities:

Demand Deposits $ 14,290 $ 11,484 $ 12,197
Other Liabilities 672 899 854
Total Liabilities 60,743 61,024 60,646
Total Shareholders'
Equity 7,054 6,215 6,283
Total Liabilities and
Shareholders' Equity $ 67,797 $ 67,239 $ 66,929
======== ======== ========

Net Interest Income $2,718 $2,447 $3,275

Interest Rate Spread 5.19% 4.91% 4.88%

Net Yield Interest
Earning Assets(3) 6.07% 5.59% 5.62%

<CAPTION>
Year Ended December 31,
------------------------------------------------------------
1994 1993
----------------------------- ----------------------------
Average Average
Balance Interest Yield/Rate Balance Interest Yield/Rate
------- -------- ---------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Interest Earning Assets:
- -----------------------
Federal funds sold $ 4,482 $ 189 4.22% $ 6,711 $ 201 3.00%
Investment securities(1) 6,696 418 6.24 7,110 480 6.75
Loans net of
unearned income(2) 50,049 4,237 8.47 52,829 3,925 7.43
Tax Certificates 943 103 10.92 2,296 234 10.19

Total interest
Earning Assets $ 62,170 $4,947 7.96% $ 68,946 $4,840 7.02%

Non-Interest

Earning Assets:

Cash/Due From $ 2,345 $ 2,361
P&E, net 383 259
Accrued Interest
Receivable 353 380
OREO 5,364 5,993
Other Assets 1,554 1,807
Allowance for Loan Loss (879) (857)
Total Assets $ 71,290 $ 78,889
======== ========

Interest Bearing

Liabilities:

Interest bearing demand $ 12,447 $ 253 2.03% $ 13,171 $ 278 2.11%
Money market deposits 8,900 207 2.33 9,625 246 2.56
Savings Deposits 2,699 61 2.26 2,685 69 2.57
Time deposits 29,082 1,129 3.88 37,803 1,410 3.73
Other borrowings 705 21 2.99 452 8 1.77
Subordinated debentures 1,005 77 7.66 1,005 65 6.47
Total Interest
bearing liabilities $ 54,838 $1,748 3.19% $ 64,741 $2,076 3.21%

Non-interest

Liabilities:

Demand Deposits $ 10,252 $ 8,917
Other Liabilities 741 305
Total Liabilities 65,831 73,963
Total Shareholders'
Equity 5,459 4,926
Total Liabilities and
Shareholders' Equity $ 71,290 $ 78,889
======== ========

Net Interest Income $3,199 $2,764

Interest Rate Spread 4.77% 3.81%

Net Yield Interest
Earning Assets(3) 5.15% 4.01%

</TABLE>

<PAGE> 55

- -----------------------------
(1) Excludes FASB 115 unrealized gains/losses on securities available for
sale.

(2) Includes non-accruing loans.

(3) Net yield on interest-earning assets is determined by dividing net
interest income by total average interest-earning assets.

VOLUME/RATE ANALYSIS

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
current period.

<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 (421) 586 165 (207) 520 313
Investment Securities* (25) 22 (3) (28) (34) (62)
Federal funds sold 87 103 190 (67) 54 (13)
Tax Certificates (67) (4) (71) (138) 7 (131)
----- ---- ---- ---- ---- ----
Total interest income (426) 707 281 (440) 547 107
----- ---- ---- ---- ---- ----

Interest Incurred On:

NOW accounts/
money market accounts (16) 43 27 (34) (30) (64)
Savings Deposits (13) -- (13) -- (8) (8)
Time Deposits (221) 393 172 (325) 44 (281)
Other Borrowings, including
Subordinated Debentures (10) 29 19 13 12 25
----- ---- ---- ---- ---- ----
Total interest expense (260) 465 205 (346) 18 (328)
----- ---- ---- ---- ----

Net interest income (166) 242 76 (94) 529 435
===== ==== ==== ==== ==== ====
</TABLE>

- -----------------------------
* Include securities available for sale

Asset/Liability Management. Equity seeks to maintain a program of asset
and liability management designed to limit its vulnerability to interest rate
risk. The principal measure of Equity'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

52
<PAGE> 56

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 Equity'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.

Equity'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, Equity's management reviews on a
periodic basis the duration of asset and liability categories.

53
<PAGE> 57

INTEREST RATE SENSITIVITY ANALYSIS

The following tables summarize the interest rate sensitive assets and
liabilities of Equity at September 30, 1996, based on the period during which
they mature or are subject to repricing.

<TABLE>
<CAPTION>
(dollars in thousands, except ratios)
Non-Interest
GAP POSITION: 0-30 Days 31-90 Days 90-180 Days 181-365 Days Over 1 year Sensitive Total
- ------------ --------- ---------- ----------- ------------ ----------- --------- -----
<S> <C> <C> <C> <C> <C>
Rate Sensitive Assets 50.396 1,706 3,159 1,001 4,476 7,925 68,663

Rate Sensitive Liabilities 1,156 23,217 16,373 2,743 1,566 23,608 68,663

Repricing Difference 49,240 (21,511) (13,214) (1,742) 2,910 (15,683) --

Cumulative GAP 49,240 27,729 14,515 12,773 15,683 -- --

R.S.A./R.S.L 4,359.52% 7.35% 19.29% 36.49% 285.82%

Cumulative
R.S.A./R.S.L 4,359.52% 213.77% 135.62% 129.37% 134.81%

GAP/Earning Assets 81.07% 45.65% 23.90% 21.03% 25.82%
GAP/Total Assets 71.71% 40.38% 21.14% 18.60% 22.84%
GAP/Total Equity 593.90% 334.45% 175.07% 154.06% 189.15%
</TABLE>

DEPOSITS.

Equity offers a variety of deposit accounts, both commercial and
individual. The commercial accounts that Equity offers are designed to attract
a variety of depositors, from the small business to the most sophisticated.
Individual accounts offered are also structured to meet a variety of needs,
including a range of options from the simple non-interest checking account to
multi-tiered interest checking. Equity offers savings and multi-tiered money
market accounts. Equity derives its deposits primarily from Palm Beach and
Broward Counties. Equity does not have a concentration of deposits from any
one source, the loss of which would have a materially adverse effect on Equity's
business.

Historically, Equity has priced its time deposits based upon its
need for funds. Equity is located in a highly competitive interest rate market
and therefore has offered rates slightly above overall market rates in order to
attract time deposits. The time deposits offered are short term, generally for
no longer than a year. As stated earlier, Equity continues to work toward
reducing its time deposits while emphasizing core deposits.

The following table summarizes Equity's average deposits and the
average rates paid by Equity on such deposits for the periods indicated.

54
<PAGE> 58
<TABLE>
<CAPTION>
Average Deposits
---------------------------------------------------------------------------------------

September 30, Year Ended December 31,
---------------- ------------------------------------------------------------------
1996 1995 1994 1993
---------------- ----------------- ------------------ -------------------

Amount Rate Amount Rate Amount Rate Amount Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Demand deposits $13,788 - $ 12,197 - $ 10,252 - $ 8,917 -
NOW accounts 9,723 1.90% 11,540 2.03% 12,447 2.03% 13,171 2.11%
Savings deposits 1,500 2.24 2,129 2.25 2,699 2.26 2,685 2.57
Time deposits 24,877 5.19 23,384 5.56 29,082 3.88 37,803 3.73
Money Market 7,799 2.64 9,011 2.81 8,900 2.33 9,625 2.56
------- ---- -------- ---- --------- ---- ---------
Total $57,687 $ 58,261 $ 63,380 $ 72,201
======= ======== ========= =========

Weighted Average 3.91% 3.98% 3.10% 3.17%
rate on interest
bearing deposits
</TABLE>

Time deposits $100,000 and over, have the following maturities:
<TABLE>
<CAPTION>
September 30,
1996
-----------
<S> <C>
Less than 3 months . . . . . . . . . $ 1,207
3 to 6 months . . . . . . . . . . . 2,786
6 to 12 months . . . . . . . . . . . 533
More than 12 months . . . . . . . . -
--------
Total . . . . . . . . . . . . . $ 4,526
========
</TABLE>

NON-INTEREST INCOME AND EXPENSES

The following tables present an analysis of non-interest income and
expense for the periods indicated.

Non-Interest Income:

<TABLE>
<CAPTION>
Nine Months Ended September 30 Year Ended December 31
------------------------------- -------------------------------
(in Thousands) 1996 1995 1995 1994 1993
--------- ----------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Customer service fees and other $ 204 $ 278 $ 339 $ 312 $ 257
Income (loss) from real estate
joint ventures (4) (203) (204) 167 86
Income from investment in real
estate and other real estate
owned - net 380 331 321 269 305
------ ------- ------- -------- -------

Total $ 580 $ 406 $ 456 $ 748 $ 648
====== ======= ======= ======== =======
</TABLE>

55
<PAGE> 59

Non-Interest Expense:

<TABLE>
<CAPTION>
Nine Months Ended September 30 Year Ended December 31
------------------------------- -------------------------------
(in Thousands) 1996 1995 1993 1994 1995
--------- ----------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Employee compensation and
benefits $ 823 $ 852 $ 894 $ 953 $ 1,133
Occupancy and equipment 318 294 352 297 400
Legal and professional fees 176 218 125 263 290
Data processing 73 50 108 56 72
Deposit insurance assessments 15 77 208 166 68
Advertising & Promotion 107 106 80 109 138
Other 367 324 406 409 448
------ ------- ------- -------- -------

Total $1,879 $ 1,921 $ 2,173 $ 2,253 $ 2,549
====== ======= ======= ======== =======
</TABLE>

Allowance for Loan Losses. The allowance for the loan losses is
established through a provision for loan losses, which, at the time it is
provided, is charged to expense. Loans are charged against the allowance for
loan losses when management of Equity believes that the collectibility of the
principal on such loans is unlikely. The allowance is an amount that
management of Equity 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. See "Non-Performing Assets" for a description of
non-accrual loans and loans past due 90 days or more in Equity's loan
portfolio.

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

56
<PAGE> 60
<TABLE>
<CAPTION>
September 30, Year Ended December 31,
------------------------- ------------------------------------------
1996 1995 1995 1994 1993
--------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance, beginning of period $ 697 $ 870 $ 870 $ 899 $ 813
Charge-offs:
Commercial (10) (66) (208) (161) (74)
Real estate - commercial -- -- -- -- --
Real estate - residential -- -- (54) -- (25)
Construction -- -- -- -- --
Consumer (2) (32) (32) (38) (120)
-------- -------- -------- -------- --------

(12) (98) (294) (199) (219)
-------- -------- -------- -------- --------

Recoveries:
Commercial 2 5 6 19 4
Real estate - commercial -- -- -- -- 37
Real estate - residential -- -- -- -- --
Construction -- -- -- -- --
Consumer -- -- -- 1 24
--------- --------- -------- -------- --------

2 5 6 20 65
-------- -------- -------- -------- --------

Net Charge-offs (10) (93) (288) (179) (154)
-------- -------- -------- -------- --------

Provision for loan losses 186 85 115 150 240
-------- -------- -------- -------- --------

Balance, end of period $ 873 $ 862 $ 697 $ 870 $ 899
======== ======== ======== ======== ========

Ratio of net charge-offs
during the period to average loans
outstanding during the period 0.02% 0.21% 0.64% 0.36% 0.29%
</TABLE>

The table below presents (dollars in thousands) an allocation of the
allowance for loan losses among various loan classifications and sets forth the
percentage of loans in each category to total loans for the periods indicated.
The allowance shown in the table should not be interpreted as an indication
that charge-offs in future periods will occur in these amounts or proportions
or that the allowance indicates future charge-off trends.

Allocation of the Allowance for Loan Losses

<TABLE>
<CAPTION>
September 30 December 31,
--------------- -------------------------------------------------------
1996 1995 1994 1993
--------------- -------------- ---------------- ----------------
Amount Percent Amount Percent Amount Percent Amount Percent
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial $ 145 19.60% $ 116 18.89% $ 124 16.61% $ 116 19.33%
Real estate - commercial 312 51.45 313 64.13 298 61.61 333 58.74
Real estate - residential 22 6.79 32 10.86 40 13.89 44 12.09
Construction 153 18.41 11 1.69 25 0.96 7 3.48
Consumer 25 3.75 33 4.43 53 6.36 63 6.36
Unallocated 216 N/A 192 N/A 339 N/A 346 N/A
------ ------ ------ ------ ------ ------ ------ ------

$ 873 100.00% $ 697 100.00% $ 870 100.00% $ 899 100.00%
====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

INCOME TAXES

Equity 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.

57
<PAGE> 61
Significant components of the provision for income taxes for the years
ending December 31, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
1995 1994
(dollars in thousands)
<S> <C> <C>
Current:
Federal $ 105 $ 584
State 11 52
------------ ------------

Total current $ 116 $ 636
------------ ------------

Deferred:
Federal 240 (25)
State $ 26 $ (4)
------------ ------------

Total deferred $ 266 $ (29)
------------ ------------
$ 382 $ 607
============ ============
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

The average life of Equity's investment portfolio at December 31, 1995
is approximately two and one-half years. It is the objective of Equity to
maintain a loan to deposit ratio of approximately 75%. Equity has not
experienced liquidity problems in the past due primarily to steady growth in
Equity's deposit base. As a result, Equity maintained a liquidity level in
excess of 18% for most of 1994 and 1995. In the future, it is expected that
any current, seasonal or 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. Equity
currently maintains Federal Funds borrowing lines and a secured line of credit
with various correspondents which aggregate $1,000,000 and $5,000,000,
respectively.

In the normal course of business, the capital position of Equity is
reviewed by management of Equity to ensure that Equity's capital is adequate
and consistent with expected growth. The capital position of Equity represents
the level of capital needed to support Equity's expansion. Since Equity's
inception, the primary capital to support Equity's asset base has come entirely
from the original capitalization of Equity 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 Equity to maintain, at 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 Equity 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 Equity had no significant commitments for capital
expenditures. In the normal course of business, Equity 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 $5,262,000 and
$3,422,000, respectively. Since certain of the loan commitments may expire
without being drawn upon, the total commitment amount does not necessarily
represent future cash requirements. Equity'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. Equity uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-sheet
instruments.

Equity evaluates each borrower's credit worthiness on a case-by-case
basis. The amount of collateral obtained, if deemed necessary by Equity upon
extension of credit, is

58
<PAGE> 62
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 Equity
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.

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. Equity 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 Equity's management of its interest rate sensitive assets and
liabilities, see "-Liquidity and Capital Resources" and "Asset/Liability
Management."

INVESTMENT SECURITIES

The following table provides an analysis of amortized cost, fair
value and period or year-end yield and of securities available for sale as at
September 30, 1996 and December 31, 1995, together with their maturities and
weighted average yield as of as at September 30, 1996.

<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
Securities Available for Sale Securities Available for Sale
---------------------------------------- -------------------------------------
Amortized Fair Period-end Amortized Fair Year-end
(Dollars in Thousands) Cost Value Yield Cost Value Yield
---------- ---------- ---------- ---------- --------- ---------

<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Securities $ 1,998 $ 2,009 6.64% $ 1,996 $ 2,016 6.65%
U.S. Government Agency
Securities 1,500 1,437 5.33 2,500 2,452 5.71
Other Securities 375 375 7.57 300 300 7.84
---------- --------- --------- ---------- --------- ---------

Total $ 3,873 $ 3,821 6.23% $ 4,796 $ 4,768 6.24%
========== ========= ========= ========== ========= =========
</TABLE>

September 30, 1996
Maturity Schedule

<TABLE>
<CAPTION>
U.S. Weighted
U.S. Government Average
(Dollars in Thousands)0 Treasuries Agencies Other Total Yield
---------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
One year or less $ 1,006 $ 0 $ 0 $ 1,006 6.85%
After one through five years 1,003 1,437 190 2,630 5.77
Over five years 0 0 185 185 7.45

Total $ 2,009 $ 1,437 $ 375 $ 3,821 6.13%
======== ======== ======== ======== ======
</TABLE>

59
<PAGE> 63
LOAN PORTFOLIO

Although Equity offers a variety of loan products, its primary loan
products are real estate commercial loans. Because of Equity's proximity to
a hospital and medical center, a large number of its real estate commercial
loans are concentrated in the healthcare industry. Beginning in early 1995,
Equity began to put more emphasis on construction lending. While this is not
evident in Equity's 1995 financial statements, construction loans grew by
$9,500,000 to $10,200,000 as of September 30, 1996. All real estate and
construction loans are secured by the underlying real estate.

Equity continues its efforts to increase its commercial loan portfolio.
Commercial loans grew by almost 30% during the first nine months of 1996 to
$10,900,000. Commercial business loans are generally offered with maturities
ranging from three months to five years, with the majority maturing between 12
and 18 months. These loans generally are secured by accounts receivable,
equipment, inventory, or other corporate assets. Commercial business loans
made are based on an assessment of the business of the borrower and the ability
of the business to generate cash flow sufficient to service the loans.

The majority of Equity's loans are tied to the prime rate. Typically,
its loans are priced one to one and one-half basis points over the prime rate.
Equity does offer fixed rate consumer loans.

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

<TABLE>
<CAPTION>
September 30 December 31
------------ ---------------------------------------------------
1996 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Types of loans:
Commercial, financial and
agricultural $ 10,902 $ 8,396 $ 9,231 $ 8,630 $ 7,860 $ 8,063
Real estate - commercial 28,609 28,500 28,054 32,012 31,650 29,303
Real estate - residential 3,776 4,825 5,776 7,214 7,873 8,881
Consumer 2,084 1,967 3,041 3,603 3,975 3,396
Construction 10,235 751 1,661 496 1,093 4,143
-------- -------- -------- -------- -------- --------

Total loans $ 55,606 $ 44,439 $ 47,763 $ 51,955 $ 52,451 $ 53,786
======== ======== ======== ======== ======== ========
</TABLE>

The following table represents the concentration of healthcare
industry loans by loan type as of September 30, 1996:

(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30
------------
1996
-------
<S> <C>
Types of loans:
Commercial, financial and
agricultural $ 999
Real estate - commercial 6,764
Consumer 137
-------

Total $ 7,900
=======
</TABLE>

60
<PAGE> 64

The following tables set forth the contractual maturities of loans
outstanding September 30, 1996 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.

<TABLE>
<CAPTION>
September 30, 1996
Maturing Total
-----------------------------------------------------------------------

Over one year
One year through five Over five
or less years years
----------- ------------- -----------
(in thousands)
<S> <C> <C> <C> <C>
Commercial, industrial and
agricultural $ 5,999 $ 4,497 $ 406 $ 10,902
Construction 2,822 3,231 4,182 10,235
---------- ---------- ------------ ------------

Total $ 8,821 $ 7,728 $ 4,588 $ 21,137
========== ========== ============ ============

Unearned Income
Loans Net of Unearned Income
</TABLE>

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

Commercial, industrial and
agricultural $ 490 $ 4,413
Construction 8 7,405
------- -------
Total $ 498 $11,818
====== ======
</TABLE>

NON-PERFORMING ASSETS

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 the 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 judgment 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 summarizes Equity's non-performing assets and
accruing loans 90 days or more past due as of September 30, 1996 and December
31 for the past three years.

<TABLE>
<CAPTION>
September 30, December 31,
- -----------------------------------------------------------------------------------------------------------
(in Thousands) 1996 1995 1994 1993

- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Non-accruing loans $ 145 $ 135 $ 286 $ 236
Accruing loans past due
90 days or more 504 2 4 181
Other real estate owned 3,588 4,871 5,234 5,536
--------- --------- ---------- ---------

Total $ 4,237 $ 5,008 $ 5,524 $ 5,953
========= ========= ========== =========
</TABLE>

61
<PAGE> 65

Interest income which would have been recorded under the original terms of
non-accrual loans and the interest income actually recognized by the years
indicated are summarized below (in thousands):

<TABLE>
<CAPTION>
(in thousands) September 30, For the Year Ended December 31,
------------- -----------------------------------------------
1996 1995 1994 1993
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Interst income which
would have been
recorded $ 8 $ 54 $ 34 $ 54

Interest income
recognized (4) (5) -- --

Interest income
foregone $ 4 $ 59 $ 34 $ 54
</TABLE>

62
<PAGE> 66

BENEFICIAL OWNERSHIP OF EQUITY COMMON STOCK

Equity is authorized under its Articles of Incorporation to issue
1,000,000 shares of Equity Common Stock. As of the Record Date, Equity had
issued and outstanding 467,155 shares of Equity Common Stock. The following
table sets forth information as of the Record Date with respect to those
persons known by Equity to be the beneficial owners of more than 5% of the
outstanding shares of Equity Common Stock and as to shares of Equity Common
Stock beneficially owned by the directors or executive officers of Equity
individually and by all officers and directors of Equity as a group.
Management of Equity 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 Equity 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 Equity."

<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
-------------------- ----------------- ----------
<S> <C> <C>
5% Shareholders:
Charles E. Brier(2)
7311 E. Cypresshead Dr.
Parkland, FL 33067 30,000 6.42%

Norman Broad(2)
c/o Broad & Cassel
201 S. Biscayne Blvd.
Suite 300
Miami, FL 33131 148,392 31.77%

Roy Flack(2)
4050 North Ocean Dr. #103
Singer Island, FL 33404 33,420 7.15%

Stanley Katz(2)
2 North Breakers Row
Palm Beach, FL 33480 132,209 28.30%

Director:
Leon M. Weekes
777 E. Atlantic Avenue, #300
Delray Beach, FL 33447 1,536 *

All Directors and
Executive Officers of Equity
as a group (8 persons) 348,696 74.64%
</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) Messers Brier, Broad, Flack and Katz are also directors of Equity.

* Percentage owned is less than 1%.

63
<PAGE> 67

LEGAL MATTERS

Certain legal matters in connection with the SouthTrust Common Stock
being offered hereby will be passed upon by Bradley Arant Rose & White LLP,
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 LLP beneficially owned approximately 2,034,000 shares
of SouthTrust Common Stock.

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 LLP,
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 consolidated financial statements of Equity and subsidiaries as of
December 31, 1995 and 1994 and for each of the years in the three year period
ended December 31, 1995, have been included herein, and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified Public Accountants, appearing elsewhere herein, and upon authority of
said firm as experts in accounting and auditing.

Representatives of KPMG Peat Marwick 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 Equity 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), together with SouthTrust's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1996, June 30, 1996
and September 30, 1996 (Commission File No. 0-3613).

(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.

64
<PAGE> 68

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.

65
<PAGE> 69

INDEX TO THE FINANCIAL STATEMENTS
OF EQUITY BANK

<TABLE>
<CAPTION>
Caption Page
- ------- ----
<S> <C>
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

Audited Financial Statements:

Consolidated Balance Sheets as of December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . F-5

Consolidated Statements of Income for each of the years in the three-year period ended December 31,
1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31,
1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11 - F-26

Interim Unaudited Financial Statements:

Condensed unaudited consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 . . . . . F-28

Condensed unaudited consolidated Statements of Income for the nine month period
ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30

Condensed unaudited consolidated Statements of Shareholder's Equity for the nine month period
ended September 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-31

Condensed unaudited consolidated Statements of Cash Flows for the nine month period
ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-32

Notes to condensed unaudited consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . F-35
</TABLE>

F-1
<PAGE> 70

EQUITY BANK AND SUBSIDIARIES
Consolidated Financial Statements
December 31, 1995 and 1994
(with Independent Auditor's Report Thereon)

F-2
<PAGE> 71

Independent Auditors' Report

The Board of Directors
Equity Bank and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Equity Bank and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the years
in the three year period ended December 31, 1995. These consolidated financial
statements are the responsibility of the Bank's management. Our responsibility
is to express an opinion on these consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Equity Bank and
subsidiaries at December 31, 1995 and 1994 and the results of their operations
and their cash flows for each of the years in the three year period ended
December 31, 1995 in conformity with generally accepted accounting principles.

As discussed in notes 2(j) and 2(d), respectively, to the consolidated financial
statements, the Bank changed its method of accounting for income taxes in 1993
and its method of accounting for certain investments in debt and equity
securities in 1994.

West Palm Beach, Florida
January 30, 1996 /s/KPMG Peat Marwick LLP

F-3

<PAGE> 72
EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 1995 and 1994

<TABLE>
<CAPTION>
Assets 1995 1994
------ ---- ----
<S> <C> <C>
Cash and due from banks $ 3,588,786 2,498,843
Interest bearing time deposits - 128,850
Federal funds sold 5,679,000 4,868,000
Tax certificates 223,633 630,488
Securities held to maturity (approximate market value of
$6,082,500) (note 4) - 6,280,642

Securities available for sale (note 5) 4,767,978 -

Loans (note 3):
Real estate:
Residential 4,824,973 5,775,780
Commercial 28,499,767 28,054,443
Construction 751,674 1,661,352
Commercial 8,395,608 9,230,585
Consumer 1,967,333 3,040,557
------------ ----------
Total loans 44,439,355 47,762,717

Less:
Allowance for loan losses (697,382) (869,803)
Net deferred loan origination fees and costs (4,059) 8,378
------------ ----------

Net loans 43,737,914 46,901,292

Federal Home Loan Bank of Atlanta stock (note 2(f)) 812,800 812,800
Premises and equipment, net (note 6) 455,908 371,393
Accrued interest receivable 424,516 571,966
Investments in real estate joint ventures (note 7) 442,817 689,492
Investment in real estate and other real estate owned (note 8) 4,870,863 5,234,172
Other assets 147,582 426,307
------------ ----------

$ 65,151,797 69,414.245
============ ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 73
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity 1995 1994
------------------------------------ ---- ----
<S> <C> <C>
Deposits
Demand $ 13,570,417 10,276,168
Interest bearing demand 12,082,278 14,124,297
Money market 8,634,344 8,441,120
Savings 1,951,539 2,647,846
Time deposits under $100,000 17,337,922 21,960,984
Time deposits $100,000 and over 2,565,236 3,125,615
------------ ----------

Total deposits 56,141,736 60,576,030

Accrued interest payable 425,237 408,930
Official checks outstanding 524,594 888,675
Other liabilities 335,160 482,076
Securities sold under agreement to repurchase (note 9) 168,008 168,875
Subordinated convertible debentures (note 13) 1,005,000 1,005,000
------------ ----------

Total liabilities 58,599,735 63,529,586
------------ ----------

Commitments and contingencies (notes 3 and 16)

Stockholders' equity (notes 13, 14 and 15):
Common stock, $3 par value. Authorized 1,000,000 shares;
issued and outstanding 380,400 shares 1,141,200 1,141,200
Surplus 2,542,632 2,542,632
Unrealized loss on securities available for sale, net (17,330) -
Retained earnings 2,885,560 2,200,827
------------ ----------

Total stockholders' equity 6,552,062 5,884,659
------------ ----------

$ 65,151,797 69,414,245
============ ==========
</TABLE>

F-5
<PAGE> 74
EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For each of the years in the three-year period ended December 31, 1995

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Interest income and fees:
Loans $ 4,402,470 4,237,437 3,924,247
Federal funds sold 377,406 188,731 201,354
Securities 415,394 414,953 476,833
Tax certificates 32,377 102,860 234,469
Time deposits in other banks 37 3,360 2,864
----------- --------- ---------

Total interest income 5,227,684 4,947,341 4,839,767

Interest expense:
Transaction and savings deposits 535,166 521,130 592,984
Time deposits under $100,000 1,103,302 1,017,074 1,244,280
Time deposits $100,000 and over 197,946 112,431 164,705
Subordinated convertible debentures 93,772 76,757 65,325
Other 22,422 21,215 8,101
----------- --------- ---------

Total interest expense 1,952,608 1,748,607 2,075,395
----------- --------- ---------

Net interest income 3,275,076 3,198,734 2,764,372

Provision for loan losses (note 3) 115,000 150,000 240,000
----------- --------- ---------

Net interest income after
provision for loan losses 3,160,076 3,048,734 2,524,372

Noninterest income (note 10) 456,448 747,511 647,553

Noninterest expense(note 11) 2,549,391 2,252,906 2,173,448
----------- --------- ---------

Income before income tax expense and
cumulative effect of change in
accounting principle 1,067,133 1,543,339 998,477

Income tax expense (notes 12 and 2(j)) 382,400 607,320 379,159
----------- --------- ---------

Income before cumulative effect of change
in accounting principle 684,733 936,019 619,318

Cumulative effect of change in accounting principle
(note 2(j)) - - 23,997
----------- --------- ---------
Net income $ 684,733 $ 936,019 $ 643,315
=========== ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 75
EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For each of the years in the three-year period ended December 31,1995

<TABLE>
<CAPTION>
Unrealized
loss on
securities Retained
Common available earnings
Stock Surplus for sale, net (note 14) Total
----- ------- ------------- --------- -----

<S> <C> <C> <C> <C> <C>
Balance at December 31, 1992 $ 1,141,200 2,542,632 - 621,493 4,305,325

Net income - - - 643,315 643,315
----------- --------- ------- --------- ---------

Balance at December 31, 1993 1,141,200 2,542,632 - 1,264,808 4,948,640

Net income - - - 936,019 936,019
----------- --------- ------- --------- ---------

Balance at December 31, 1994 1,141,200 2,542,632 - 2,200,827 5,884,659

Unrealized loss on securities available
for sale, net - - (17,330) - (17,330)

Net income - - - 684,733 684,733
----------- --------- ------- --------- ---------

Balance at December 31, 1995 $ 1,141,200 2,542,632 (17,330) 2,885,560 6,552,062
=========== ========= ======= ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-7
<PAGE> 76
EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For each of the years in the three-year period ended December 31, 1995

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income before cumulative effect of change in
accounting principle $ 684,733 936,019 619,318
Adjustments to reconcile net income before
extraordinary item to net cash provided by
operating activities:
Cumulative effect of change in accounting
principle - - 23,997
Provision for losses on other real estate owned 40,000 100,000 69,355
Provision for loan losses 115,000 150,000 240,000
Loss (income) from real estate joint ventures 203,409 (167,197) (85,524)
Write-down of leasehold improvement 43,667 106,984 85,356
Depreciation and amortization of premises and
equipment 127,187 121,755 83,318
Amortization of discounts on investment
securities (15,166) (5,932) (4,009)
Loss on sale of securities available for sale - 2,500 -
Deferred income taxes 265,706 (29,408) 102,537
Decrease in accrued interest receivable 147,450 49,809 200,837
Decrease (increase) in other assets 13,018 (52,821) (71,334)
Increase (decrease) in accrued interest payable 16,307 29,546 (6,590)
Increase (decrease) in official checks
outstanding (364,081) 341,471 (54,654)
Increase (decrease) in other liabilities (136,416) 220,552 177,147
Loss (gain) on disposal of equipment and other
real estate 24,523 - (40,428)
FHLB stock dividends - (10,100) (43,400)
--------- --------- ---------
Net cash provided by operating activities

1,165,337 1,793,178 1,295,926
--------- --------- ---------
</TABLE>

(Continued)

F-8
<PAGE> 77
EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash flows from investing activities:
Net decrease in loans 3,242,407 3,908,480 1,193,174
Proceeds from sale of real estate 80,120 1,011,720 1,378,410
Payments for improvements to other real estate
owned and real estate investment (19,030) (859,202) (131,221)
Repayments of tax certificates 406,855 750,588 2,505,902
Purchases of securities - (2,036,405) (1,000,000)
Proceeds from maturities/called securities 1,500,000 - 1,000,000
Repayments on loans and distributions from real
estate joint ventures 43,267 - 88,000
Sales of securities available for sale - 1,997,500 -
Redemption of interest-bearing tune deposits 128,850 - -
Investments in real estate joint ventures - (500) -
Purchases of premises and equipment (211,702) (220,602) (84,512)
----------- ---------- -----------

Net cash provided by investing activities 5,170,767 4,551,579 4,949,753
----------- ---------- -----------

Cash flows from financing activities:
Net increase in demand, interest bearing demand,
money market and savings deposits 749,147 1,171,886 786,703
Net decrease in certificates of deposit (5,183,441) (7,578,680) (11,168,530)
Net increase (decrease) in securities sold under
agreement to repurchase (867) 168,875 (400,000)
----------- ---------- -----------

Net cash used by financing activities (4,435,161) (6,237,919) (10,781,827)
----------- ---------- -----------

Increase (decrease) in cash and cash equivalents 1,900,943 106,838 (4,536,148)

Cash and cash equivalents at beginning of year 7,366,843 7,260,005 11,796,153
----------- ---------- -----------

Cash and cash equivalents at end of year $ 9,267,786 7,366,843 7,260,005
=========== ========== ===========
</TABLE>

(Continued)

F-9
<PAGE> 78
EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Supplemental schedule of cash flow information:
Cash paid during the year for:
Interest $ 1,958,603 1,718,921 2,081,985
=========== ========= =========

Income taxes $ 439,429 532,983 55,025
=========== ========= =========

Noncash investing activities:
Increase in other real estate owned, acquired in
satisfaction of loans $ 405,971 58,143 99,350
=========== ========= =========

Sale of real estate owned financed by the Bank $ 600,000 - 990,000
=========== ========= =========

Transfer of securities held to maturity to securities
available for sale $ 4,795,808 - 2,000,000
=========== ========= =========

Unrealized loss on securities available for sale $ 27,830 - -
=========== ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-10
<PAGE> 79
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1995 and 1994

(1) BASIS OF PRESENTATION

The consolidated financial statements include activity of Equity Bank
(the Bank), a state chartered bank under the laws of the State of
Florida, and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in
consolidation.

The Bank provides a wide range of banking services to individual and
corporate customers primarily in South Florida. The Bank is subject to
competition from other financial institutions. The Bank is subject to
regulations of certain federal agencies and undergoes periodic
examinations by these regulatory authorities.

The consolidated financial statements have been prepared in conformity
with generally accepted accounting principles. In preparing the
consolidated financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities as of the date of the balance sheet and revenues and
expenses for the period. Actual results could differ significantly
from those estimates.

Material estimates that are particularly susceptible to significant
change in the near-term relate to the determination of the allowance
for loan losses and the allowance for losses on other real estate owned
and investment in real estate. In connection with the determination of
the allowances for loan losses, real estate owned, and investment in
real estate, management obtains independent appraisals for significant
properties.

Substantially all of the Bank's real estate loans are secured by real
estate in South Florida. In addition, all real estate owned and
investment in real estate are located in South Florida. Accordingly,
the ultimate collectibility of a substantial portion of the Bank's loan
portfolio and the recovery of the carrying amount of other real estate
owned and investment in real estate are susceptible to changes in
market conditions in South Florida.

Management believes that the allowances for losses on loans, real
estate owned, and investment in real estate are adequate. While
management uses available information to recognize losses on loans,
real estate owned, and investment in real estate, future additions to
the allowances may be necessary based on changes in economic
conditions, particularly in South Florida. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the Bank's allowances for losses on loans, real
estate owned, and investment in real estate. Such agencies may require
the Bank to recognize additions to the allowances based on their
judgments about information available to them at the time of their
examination.
(Continued)

F-11
<PAGE> 80
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) STATEMENT OF CASH FLOWS

For purposes of the statement of cash flows, cash and cash
equivalents include cash and due from banks and Federal funds
sold with original maturities of three months or less.

(B) LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans are carried at the principal amount outstanding less an
allowance for loan losses and net deferred loan origination
fees and costs. Loans are placed on nonaccrual status when the
loan becomes 90 days past due as to principal and interest
(unless secured and in the process of collection) or when, in
management's opinion, the full timely collection of interest
or principal becomes uncertain. The accrued and unpaid
interest is reversed against current income, and interest
income collected is recognized when full collectibility of
principal is expected.

The allowance for loan losses is maintained at a level
considered adequate by management to provide for loan losses.
The allowance is increased by provisions charged to expense
and reduced by net charge-offs. The allowance for loan losses
is based on management's judgment after considering numerous
factors including known and inherent risks in the portfolio,
past loss experience, adverse situations that may effect the
borrower's ability to repay, assumed values of the underlying
collateral securing the loans, the current and prospective
financial condition of the borrower and the prevailing and
anticipated economic condition of the market.

The Bank adopted the provisions of Statement of Financial
Accounting Standard No. 114, "Accounting by Creditors for
Impairment of a Loan," as amended by SFAS No. 118, "Accounting
by Creditors for Impairment of a Loan - Income Recognition and
Disclosure," (SFAS No. 114) on January 1, 1995. The provisions
of SFAS No. 114 did not have a significant impact on financial
condition or results of operations upon adoption. Management,
considering current information and events regarding the
borrowers' ability to repay their obligations, considers a
loan to be impaired when it is probable that the Bank will be
unable to collect all amounts due according to the contractual
terms of the loan agreement. When a loan is considered to be
impaired, the amount of the impairment is measured based on
the present value of expected future cash flows discounted at
the loan's effective interest rate or at the fair value of
collateral. Impairment losses and changes in estimates to the
impairment losses are included in the allowance for loan
losses through a provision or credit for loan losses.
Generally, the Bank recognizes interest income on impaired
loans on a cash basis. Prior periods have not been restated.

Loan origination and commitment fees and certain direct loan
origination costs are deferred and recognized over the term of
the related loans as a yield adjustment to interest income
using the interest method, calculated on a loan by loan basis.
Fees are recognized in income upon
(Continued)

F-12
<PAGE> 81
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expiration of the commitment. Direct loan origination costs
are expensed as incurred if the commitment expires
unexercised. Commitment fees received in connection with
standby letters of credit are recognized straight-line over
the commitment period. Amortization of net deferred fees and
costs is discontinued when collectibility of the related loan
is uncertain.

(D) SECURITIES

Statement of Financial Accounting No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" (SFAS 115),
has been implemented by the Bank effective January 1, 1994.
SFAS 115 requires classification of securities into three
categories. Debt securities that the Bank has the positive
intent and ability to hold to maturity are reported at
amortized cost. Debt and equity securities that are bought and
held principally for the purpose of selling them in the near
term are reported at fair value, with unrealized gains and
losses included in earnings. All other debt and equity
securities are considered available for sale and reported at
fair value, with unrealized gains and losses excluded from
earnings and reported as a separate component of stockholders'
equity (net of tax effects).

Effective January 1, 1994, all securities classified as held
for sale were designated as available for sale.

On November 15, 1995, the Financial Accounting Standards Board
(FASB) issued Special Report No. 155-B, "A Guide to
Implementation of Statement 115 on Accounting for Certain
Investments in Debt and Equity Securities" (the Special
Report). Pursuant to the Special Report, the Bank was
permitted to conduct a one-time reassessment of the
classifications of all securities held at that time. Any
reclassifications from the held to maturity category made in
conjunction with that reassessment would not call into
question an enterprise's intent to hold other debt securities
to maturity in the future.

The Bank undertook such a reassessment and, effective December
30, 1995, all securities then classified as held to maturity
were reclassified as available for sale. On the effective date
of the reclassification, the securities transferred had a
carrying value of $4,795,808 and an estimated fair value of
$4,767,978, resulting in a net reduction to stockholders'
equity for the unrealized loss of $17,330, after deducting
applicable income taxes of $10,500.

No securities were designated as available for sale as of
December 31, 1994.

Gains and losses from the sale of securities available for
sale are computed under the specific identification method.

(E) TAX CERTIFICATES

The Bank invests in tax certificates for properties located in
Palm Beach, Monroe, Pinellas and Dade Counties, Florida.
Income on the certificates is recognized as earned. Tax
certificates represent priority liens against real property
for which assessed real estate taxes are delinquent.
(Continued)

F-13
<PAGE> 82
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The primary risks are that additional funds may be required to
purchase other certificates related to the property, the risk
that the liened property may be unusable, and the risk that
potential environmental concerns may make taking title to the
property untenable. Interest accrual is ceased and a loss
allowance provided if, in management's opinion, losses are
probable based on the above considerations. Beginning in 1993,
the Bank curtailed additional investments in tax certificates.

(F) FEDERAL HOME LOAN BANK OF ATLANTA STOCK

During 1991 the Bank became a member of the Federal Home Loan
Bank of Atlanta (FHLB). FHLB stock is carried at cost.
Pursuant to collateral agreements (blanket floating lien) with
the FHLB, advances are secured by all stock in the FHLB and
qualifying first mortgage loans. As of December 31, 1995,
$5,000,000 of advances were available and none were
outstanding.

(G) PREMISES AND EQUIPMENT

Premises and equipment are stated at cost. Depreciation is
calculated on the straight-line method over the estimated
useful lives of the assets. Leasehold improvements are
amortized on the straight-line method over the shorter of the
lease term or the estimated useful life of the asset.

Maintenance and repairs are charged to expense as incurred.
Improvements and betterments that materially prolong the
useful lives of assets are capitalized. Upon sale or
retirement, the cost and related depreciation or amortization
are removed from the accounts, and any resulting gain or loss
is recognized.

(H) INVESTMENTS IN REAL ESTATE JOINT VENTURES

Investments in real estate joint ventures are accounted for
using the equity method and are for the purpose of developing
and selling single family residential property (see note 15).

(I) INVESTMENT IN REAL ESTATE AND OTHER REAL ESTATE OWNED

Real estate acquired through foreclosure, in-substance
foreclosure, and deed in lieu of foreclosure are recorded at
the lower of cost or fair value less estimated costs to sell.
Real estate held for development or sale is carried at the
lower of cost or net realizable value. Sales are recorded at
closing and profit recognized when down payment and other
profit recognition criteria are met in accordance with
Statement No. 66, "Accounting for Sales of Real Estate".

(J) INCOME TAXES

Effective January 1, 1993, the Bank adopted the provisions of
the Financial Accounting Standards Board Statement No. 109,
"Accounting for Income Taxes" (SFAS 109) and reported the
cumulative effect of the change in method of accounting for
income taxes in the 1993
(Continued)

F-14
<PAGE> 83
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

consolidated statement of income. SFAS 109 requires a change
from the deferred method to the asset and liability method of
accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax
consequences of "temporary differences" by applying enacted
statutory tax rates applicable to future years to differences
between the financial statement carrying amounts and the tax
basis of existing assets and liabilities. Under SFAS 109, the
effect on deferred taxes of a change in tax rates is
recognized in income in the period that includes the enactment
date.

(K) RECLASSIFICATIONS

Certain reported amounts for 1994 have been reclassified to
conform to the 1995 presentation.

(3) LOANS

Activity in the allowance for loan losses for the years ended December
31, 1995, 1994 and 1993 follows:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of year $ 869,803 899,048 813,918
Provision charged to expense 115,000 150,000 240,000
Loans charged-off (294,118) (199,481) (219,455)
Recoveries of loans previously charged-off 6,697 20,236 64,585
--------- -------- --------
Balance at end of year $ 697,382 869,803 899,048
========= ======== ========
</TABLE>

Nonperforming loans which were 90 days past due and on nonaccrual status at
December 31, 1995 and 1994 aggregated $135,492 and $286,393, respectively.
Interest income of approximately $54,000, $34,000 and $54,000 was not
recognized on such loans during 1995, 1994 and 1993, respectively. At
December 31, 1995 and 1994, the Bank had $1,679 and $3,874, respectively, of
loans which were 90 days past due and on accrual status. Accrued interest
receivable at December 31, 1995 and 1994 on loans which were ninety days
past due and on accrual status was approximately $-0- and $237,
respectively.

At December 31, 1995 and 1994, the Bank had approximately $701,000 and
$749,000, respectively, of loans whose terms have been modified in troubled
debt restructurings. The gross interest income that would have been
recognized during the years ended December 31, 1995 and 1994 under the
original terms of the loan was approximately $77,000 and $71,000,
respectively. The amount of interest income on these restructured loans that
was included in net income at December 31, 1995 and 1994 was approximately
$53,000 and $61,000, respectively. No commitments exist at December 31, 1995
to lend additional funds to these debtors.

At December 31, 1995, the total recorded investment in the impaired loans
was $1,518,000 for which no specific allowance for credit losses was
recorded. The average net recorded investment in impaired loans for the year
ended December 31, 1995 was $ 1,734,000. Interest income of $131,000 was
(Continued)

F-15
<PAGE> 84
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recognized on impaired loans during the period of impairment in the year
ended December 31, 1995.

Approximately 20% or $9,122,000 of the Bank's loan portfolio is related to
loans in the healthcare related industries. Approximately $7,955,000 of the
healthcare related loans are secured by medical office condominiums and
approximately $1,028,000 are unsecured or secured by a lien on business
assets.

The Bank is a party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit and standby
letters of credit. These instruments involve, to varying degrees, elements
of credit and interest rate risk in excess of the amount recognized in the
statements of condition. The contract or notional amounts of these
instruments reflect the extent of involvement the Bank has in particular
classes of financial instruments.

At December 31, 1995 the Bank had variable rate outstanding loan commitments
and undisbursed lines of credit of approximately $4,982,000. The Bank uses
the same credit policies in making such commitments and conditional
obligations as it does for balance sheet items. In addition, undisbursed
loan proceeds for construction loans were $106,000 at December 31,1995. Such
commitments are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses. Since
many of the commitments are expected to expire without being drawn upon, the
total commitment amounts do not necessarily represent future cash
requirements. The Bank evaluates each customer's creditworthiness 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 borrower. Collateral held varies but may include real
estate, accounts receivable, inventory and other business assets.

At December 31, 1995 the Bank had outstanding letters of credit of $173,634
of which $67,134 are secured by customer certificates of deposit. Such
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.
(Continued)

F-16
<PAGE> 85
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) SECURITIES HELD TO MATURITY

The amortized cost and estimated market values of investment securities held
to maturity classified by type and contractual maturity at December 31,1994
are summarized below:

<TABLE>
<CAPTION>
Amortized Approximate
cost market value
----------- ------------
<S> <C> <C>
U.S. Treasury securities due after one year but
within 5 years $ 1,989,482 1,955,312
U.S. Government Agencies, due after one year but
within 7 years 3,991,160 3,827,188
Other securities 300,000 300,000
----------- ---------

$ 6,280,642 6,082,500
=========== =========
</TABLE>

At December 31, 1994, securities held to maturity had gross unrealized
losses of approximately $198,000.

As noted in note 2(d), the Bank transferred all of its securities held to
maturity to securities available for sale on December 30,1995 (see note 5).

(5) SECURITIES AVAILABLE FOR SALE

The amortized cost and estimated market value of the investment securities
available for sale at December 31, 1995 classified by type and contractual
maturity are as follows:

<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized unrealized unrealized market
cost gains losses value
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
U.S. Treasury securities due within
one year $ 997,188 2,972 - 1,000,160
U.S. Treasury securities due after
one year but within 5 years 998,620 17,000 - 1,015,620
U.S. Government agencies, due
within one year 1,000,000 4,370 - 1,004,370
U.S. Government agencies, due
after one year but within 7 years 1,500,000 - (52,172) 1,447,828
Other securities 300,000 - - 300,000
---------- ------ ------- ---------

$4,795,808 24,342 (52,172) 4,767,978
========== ====== ======= =========
</TABLE>

During 1994, the Bank sold securities designated as held for sale for
$1,997,500 which resulted in a realized loss of $2,500. There were no sales
of securities available for sale in 1995 or 1993.

F-17
<PAGE> 86
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6) PREMISES AND EQUIPMENT

Premises and equipment at December 31,1995 and 1994 are summarized as
follows:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Leasehold improvements $ 252,849 183,000
Furniture, fixtures and equipment 981,658 839,804
----------- ---------
1,234,507 1,022,804
Less accumulated depreciation and amortization (778,599) (651,411)
----------- ---------

$ 455,908 371,393
=========== =========
</TABLE>

(7) INVESTMENT IN REAL ESTATE JOINT VENTURES (UNAUDITED)

At December 31, 1995 and 1994, the Bank had investments or equity interests
from 35% to 40% in the earnings or losses of certain unconsolidated joint
ventures which were organized to develop and sell single family residential
property. Condensed, combined balance sheets of the joint ventures as of
December 31, 1995 and 1994 follow:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash $ 153,514 217,990
Land and land development costs 353,226 715,107
Construction in progress 115,438 906,558
Other assets 125,366 62,332
--------- ---------
$ 747,544 1,901,987
========= =========

Loans payable -- 484,805
Other liabilities, primarily customer deposits 28,580 133,465
Partners' capital:
Equity Bank 442,817 689,492
Others 276,147 594,225
--------- ---------
$ 747,544 1,901,987
========= =========
</TABLE>

Total interest income recognized during 1994 relating to a loan payable to
the Bank (prime rate) from one of the joint ventures aggregated
approximately $6,700.

Condensed, combined statements of income of the joint ventures (unaudited)
for the years ended December 31, 1995, 1994 and 1993 are as follows:

(Continued)

F-18
<PAGE> 87
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Revenues $ 1,638,768 6,502,835 2,426,710

Cost of sales 1,431,172 5,431,525 2,041,752
Other expenses 718,765 635,477 171,148
----------- --------- ---------

Net income (loss) $ (511,169) 435,833 213,810
=========== ========= =========

Bank's share of net income (loss) $ (203,409) 167,197 85,524
=========== ========= =========
</TABLE>

(8) INVESTMENT IN REAL ESTATE AND OTHER REAL ESTATE OWNED

Investment in real estate and other real estate owned at December 31,1995
and 1994 consists of the following:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Investment in real estate:
Medical office building $ 3,507,416 3,509,312
Other real estate owned:
Shopping center/office building 337,030 769,534
Vacant land 1,066,417 1,066,417
----------- ---------
4,910,863 5,345,263
Allowance for losses (40,000) (111,091)
----------- ---------

$ 4,870,863 5,234,172
=========== =========
</TABLE>

A summary of real estate operations for the years ended December 31,1995,
1994 and 1993 is as follows:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Operating revenues $ 647,114 756,614 801,239
Operating expenses 286,160 388,061 426,848
--------- -------- -------
360,954 368,553 374,391
Provision for losses (40,000) (100,000) (69,355)
--------- -------- -------

Income from real estate operations $ 320,954 268,553 305,036
========= ======== =======
</TABLE>

Activity in the allowance for losses on investment in real estate and other
real estate owned for the years ended December 31,1995, 1994 and 1993
follows:
(Continued)

F-19
<PAGE> 88
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of year $111,091 34,491 82,212
Provision charged to expense 40,000 100,000 69,355
Charge-offs (111,091) (23,400 (117,076)
-------- ------- --------

Balance at end of year $ 40,000 111,091 34,491
======== ======= ========
</TABLE>

Legal and consulting fees relating to real estate operations, in-substance
foreclosures and real estate owned are included in professional fees (see
note 11) on the consolidated statements of income and are not included in
the above income from real estate operations.

(9) SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE

The Bank enters into sales of securities under agreements to repurchase.
Fixed coupon reverse repurchase agreements are treated as financings, and
the obligations to repurchase securities sold are reflected as a liability
in the statements of financial condition. All securities underlying
agreements are held by Compass Bank in Birmingham, Alabama, and all
agreements are to repurchase the same securities.

At December 31,1995 and 1994, the Bank had securities under agreement to
repurchase with one customer for all funds which were on deposit in excess
of $50,000, at a rate of 100 basis points under the Bank's average earned
rate on funds sold. The customer's deposits are secured by Treasury notes
held by the Bank.

Information regarding this repurchase agreement for the years ended December
31, 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Deposit balance $ 168,008 168,875
Approximate book value of Treasury notes 1,996,000 1,989,000
Approximate market value of Treasury notes 2,016,000 1,955,000
</TABLE>

F-20
<PAGE> 89
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)
(10) OTHER NONINTEREST INCOME

Other noninterest income for the years ended December 31, 1995, 1994 and
1993 consists of the following:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Customer service fees and other $ 338,903 311,761 256,993
Income (loss) from real estate joint ventures (note 7) (203,409) 167,197 85,524
Income from investment in real estate and other real
estate owned - net (note 8) 320,954 268,553 305,036
--------- ------- -------

$ 456,448 747,511 647,553
========= ======= =======
</TABLE>

(11) OTHER NONINTEREST EXPENSE

Other noninterest expense for the years ended December 31, 1995, 1994 and
1993 consists of the following:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Salaries and employee benefits $ 1,133,329 952,594 894,234
Furniture and equipment 177,969 163,740 142,462
Occupancy 222,120 133,733 209,237
Data processing and telecommunications 136,276 105,516 161,647
Professional fees 290,175 262,599 125,368
Advertising and business promotion 138,038 109,031 79,738
Correspondent bank service charges 89,895 95,002 90,243
Deposit insurance assessment 68,624 165,965 208,036
Other 292,965 264,726 262,483
----------- --------- ---------

$ 2,549,391 2,252,906 2,173,448
=========== ========= =========
</TABLE>

The Bank paid approximately $40,800, $15,000 and $35,000 of legal fees in
the years ended December 31, 1995, 1994 and 1993, respectively, to a law
firm in which a former director of the Bank was a partner.
(Continued)

F-21
<PAGE> 90
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(12) INCOME TAXES

The components of income tax expense (benefit) for the years ended December
31, 1995, 1994 and 1993 follow:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Income tax expense (benefit):
Current:
Federal $ 105,437 584,278 236,191
State 11,257 52,450 40,431
--------- ------- -------
116,694 636,728 276,622
--------- ------- -------

Deferred
Federal 240,075 (25,408) 96,326
State 25,631 (4,000) 6,211
--------- ------- -------
265,706 (29,408) 102,537
--------- ------- -------

$ 382,400 607,320 379,159
========= ======= =======
</TABLE>

The tax effects of temporary differences that give rise to the deferred tax
assets and deferred tax liabilities at December 31, 1995, 1994 and 1993 are
as follows:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Deferred tax asset:
Allowance for bad debts $ 162,551 242,052 195,980
Net deferred loan fees and costs - - 34,944
Expenses related to other real estate not deductible
for income tax purposes - 49,487 16,518
Unrealized loss on securities available for sale 10,500 - -
--------- ------- -------
173,051 291,539 247,442
Less valuation allowance - - -
--------- ------- -------

Total gross deferred tax asset 173,051 291,539 247,442
--------- ------- -------

Deferred tax liability:
Premises and equipment depreciation difference 22,432 21,672 27,933
FHLB stock dividends 36,087 36,087 29,172
Net deferred loan fees and costs 32,704 10,337 -
Expenses related to other real estate, primarily
depreciation and expenses not deductible for
financial statement purposes 83,848 - -
Other, net 63,988 34,245 30,547
--------- ------- -------
Total gross deferred tax liability 239,059 102,341 87,652
--------- ------- -------

Net deferred tax asset (liability) $ (66,008) 189,198 159,790
========= ======= =======
</TABLE>

F-22
<PAGE> 91
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income tax expense differs from the amount computed by applying the
statutory Federal income tax rate of 34% to income from operations before
income taxes and extraordinary item as follows:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Tax expense at statutory Federal income tax rate $ 362,800 524,735 339,482

Other, primarily state income taxes, net of Federal
income tax benefit 19,600 82,585 39,677
--------- ------- -------

$ 382,400 607,320 379,159
========= ======= =======
</TABLE>

(13) SUBORDINATED CONVERTIBLE DEBENTURES

During 1986 the Bank issued 600 units of common stock and convertible
adjustable rate subordinated debentures. One unit consisted of 134 shares of
common stock at $12.50 per share and a $1,675 convertible adjustable rate
(the Bank's prime rate plus one half of one percent) subordinated debenture
at a price of $3,350 per unit. Interest on the debentures is payable
semiannually. The debentures and interest thereon are subordinated to the
Bank's obligations to holders of all debt of the Bank, including its
depositors, its obligations under the banker's acceptances and letters of
credit, and any obligations to the Federal Deposit Insurance Corporation
(FDIC). The debentures are convertible into common stock by the debenture
holder at any time prior to maturity, on August 30, 1996, at a conversion
price of $ 12.50 per share, subject to adjustment in certain circumstances
(stock dividend, stock split, etc.). The debentures are now redeemable at
the option of the Bank, at the outstanding principal amount of the
debentures plus accrued interest, unless debenture holders elect conversion.
Redemption of the debentures by the Bank prior to maturity must be approved
by the FDIC. As of December 31, 1995, no debentures had been converted to
common stock or redeemed.

The directors and officers of the Bank purchased $529,300 of the above
convertible subordinated debentures.

(14) STOCK OPTIONS

The Bank's stock option plan ("plan") provides for the grant of stock
options to purchase up to 38,040 shares of the Bank's common stock to
various employees of the Bank through September 30, 1995 based upon terms
and conditions determined by the Board of Directors. At December 31, 1995
options for 25,790 shares of common stock, which expire ten years from the
date of grant, were outstanding and exercisable at $11.50 - $13.00 per
share.

As of December 31, 1995, options to exercise 25,790 shares, which are
exercisable ratably over five years from the date of the grant, expire as
follows:

F-23
<PAGE> 92
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 1995, no shares had been exercised under the plan and
11,750 shares expired in December, 1995.

(15) REGULATORY MATTERS

On December 19, 1991, the Federal Deposit Insurance Corporation Improvement
Act of 1991 (the FDIC Improvement Act) became law. While the FDIC
Improvement Act primarily addresses additional sources of funding for the
SAIF and BIF, it also imposes a number of new, mandatory and discretionary
supervisory measures on financial institutions.

The FDIC Improvement Act imposes certain operational and managerial
standards on financial institutions relating to internal controls, loan
documentation, credit underwriting, interest rate exposure, asset growth and
compensation, fees, and benefits. Furthermore, the FDIC Improvement Act
establishes five capital categories and specifies supervisory actions in
regard to undercapitalized institutions. Pursuant to the prompt correction
action provisions of the FDIC Improvement Act, the Bank is considered well
capitalized. In addition, the Bank meets all of its minimum regulatory
capital requirements. The regulation ties the capital categories to three
capital measures: leverage, Tier 1 risk-based, and total risk-based capital.
At December 31, 1995, the Bank's total risk-based ratio was 13.79%, total
Tier I risk-based ratio was 12.54%, and leverage ratio was 9.95%, based upon
unaudited total risk-based capital of $7,224,000, unaudited Tier I capital
of $6,570,000, and unaudited leverage capital of $6,570,000.

Section 303 of the FDIC Improvement Act requires the FDIC to restrict the
activities and equity investments of insured state banks, such as the Bank,
to those permitted for national banks. Prohibited equity investments include
equity interests in real estate, as defined. Certain of the Bank's
wholly-owned subsidiaries hold such equity interests in real estate (see
note 7). FDIC rules require certain of the Bank's subsidiaries to apply for
and obtain FDIC approval before engaging directly or indirectly in such
activities. During 1994, the Bank received correspondence from the FDIC
which takes no objection to the Bank's plans to liquidate impermissible
investments of certain of its subsidiaries no later than December 19, 1996,
subject to compliance with certain aggregate investment and reporting
requirements. If prospective equity investments are not approved by the
FDIC, the Bank's potential for earnings, as compared with previous periods,
could be significantly reduced.

Dividends to shareholders are prohibited and restricted by state law based
upon future profitability and other factors. Prior to opening, the Bank
received $3,450,000 from the sale of stock of which $750,000 was allocated
to retained earnings to cover preopening expenses and a portion of
anticipated losses to be incurred subsequent to opening. The $750,000
allocated to retained earnings is not available for dividends.

(16) COMMITMENTS AND CONTINGENCIES

The Bank leases three office facilities. The lease for the Bank's main
branch facility has an initial term of ten years with two ten-year renewal
options. Payments escalate at 3% per year for years two through five and
increase to 4% per year for the remainder of the lease.

The Bank leases a second branch facility with an initial term of 30 months
with three five-year renewal options. Payments are fixed for the initial
term of the lease which averages $2,160 per month with

F-24
<PAGE> 93
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

subsequent renewals at monthly base rent of $3,250, $4,063 and $4,875 for
each of the three five-year periods, respectively.

The lease for the Bank's operations facility has an initial term of two
years with one one-year renewal option. Payments are fixed for the initial
term of the lease and the renewal option.

For financial accounting purposes, rent expense is based upon a
straight-line basis considering all minimum required stepped-up rent
increases during the minimum least term.

Rent expense was $151,000 in 1995, $120,000 in 1994 and $139,000 in 1993.

Future minimum lease payments for the five years ending December 31 follow:

<TABLE>
<CAPTION>
Facilities Equipment Total
---------- --------- -----
<S> <C> <C> <C>
1996 $ 143,819 13,056 156,875
1997 135,608 13,056 148,664
1998 99,575 8,614 108,189
1999 102,562 3,960 106,522
2000 106,073 990 107,063
</TABLE>

At December 31, 1995 the Bank was required to maintain a reserve of $25,000
at the Federal Reserve Bank of Atlanta.

(17) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value:

Cash and Due From Banks and Federal Funds Sold - The carrying amount of
these assets is a reasonable estimate of their fair value.

Tax Certificates - The carrying amount of the tax certificates is considered
to equal the fair value.

Securities Available for Sale - Fair value equals quoted market price, if
available. If a quoted market price is not available, fair value is
estimated using quoted market prices for similar securities.

Loans - For those loans with variable rates, fair value is considered to be
equal to the carrying value. The fair value of other types of loans is
estimated by discounting future cash flows using the current rate at which
similar loans would be made to borrowers with similar credit ratings for the
same remaining maturities.

Deposits - The fair value of demand deposits, interest-bearing demand,
savings and money market deposits is the amount payable on demand at the
reporting date. The fair value of certificates of deposit is estimated using
the rates currently offered for deposits of similar remaining maturities.

F-25
<PAGE> 94
EQUITY BANK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Securities Sold Under Agreements to Repurchase - The Fair value of
securities sold under agreements to repurchase is considered to be equal to
the carrying value.

Subordinated Convertible Debentures - The fair value of subordinated
convertible debentures is considered to be equal to the carrying value.

Commitments to Extend Credit and Standby Letters of Credit - The fair value
of commitments is insignificant.

The estimated fair values of the Bank's financial instruments at December
31, 1995 are as follows:

<TABLE>
<CAPTION>
Carrying Fair
amount value
------ -----
<S> <C> <C>
Assets:
Cash and due from banks $ 3,588,786 3,588,786
Federal funds sold 5,679,000 5,679,000
Tax certificates 223,633 223,633
Securities available for sale 4,767,978 4,767,978

Loans 44,435,296 44,114,000
Less allowance for loan losses (697,382) -
----------- ----------
Loans, net 43,737,914 44,114,000
Liabilities:
Demand, interest-bearing demand, money market
and savings deposits 36,238,578 36,238,578
Certificates accounts 19,903,158 19,918,000
Securities sold under agreements to repurchase 168,008 168,008
Subordinated convertible debentures 1,005,000 1,005,000
</TABLE>

Limitations - Fair value estimates are made at a specific point in time,
based on relevant market information and information about the financial
instrument. These estimates do not reflect any premium or discount that
could result from offering for sale at one time the Bank's entire holdings
of a particular financial instrument. Because no market exists for a portion
of the Bank's financial instruments, fair value estimates are based on
judgments regarding future expected loss experience, current economic
conditions, risk characteristics of various financial instruments and other
factors. These estimates are subjective in nature and involve uncertainties
and matters of significant judgment and therefore cannot be determined with
precision. Changes in assumptions could significantly affect the estimates.

F-26
<PAGE> 95
EQUITY BANK AND SUBSIDIARIES

Consolidated Unaudited Financial Statements

for periods ended September 30, 1996 and 1995

F-27

<PAGE> 96

EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
September 30,
1996 December 31
Assets (unaudited) 1995
------------ ------------

<S> <C> <C>
Cash and due from banks $ 2,900,280 $ 3,588,786
Federal funds sold 1 ,355,000 5,679,000
Tax certificates 191,144 223,633
Securities available for sale 3,820,879 4,767,978

Loans:
Real estate:
Residential 3,776,405 4,824,973
Commercial 28,609,325 28,499,767
Construction 10,234,645 751,674
Commercial 10,901,469 8,395,608
Consumer 2,084,335 1,967,333
------------ ------------

Total loans 55,606,179 44,439,355

Less:
Allowance for loan losses (872,576) (697,382)
Net deferred loan origination fees and costs (43,801) (4,059)
------------ ------------

Net loans 54,689,802 43,737,914

Federal Home Loan Bank of Atlanta stock 812,800 812,800
Premises and equipment, net 378,863 455,908
Accrued interest receivable 427,716 424,516
Investments in real estate joint ventures 376,220 442,817
Investment in real estate and other real estate owned 3,588,064 4,870,863
Other assets 122,315 147,582
------------ ------------

$ 68,663,083 $ 65,151,797
============ ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-28

<PAGE> 97

<TABLE>
<CAPTION>
September 30,
1996 December 31
Liabilities and Stockholders' Equity (unaudited) 1995
----------- -----------

<S> <C> <C>
Deposits:
Demand $ 13,788,036 $ 13,570,417
Interest bearing demand 9,722,577 12,082,278
Money market 7,799,457 8,634,344
Savings 1,499,836 1,951,539
Time deposits under $100,000 20,350,830 17,337,922
Time deposits $100,000 and over 4,526,203 2,565,236
------------ ------------

Total deposits 57,686,939 56,141,736

Accrued interest payable 292,880 425,237
Official checks outstanding 638,611 524,594
Other liabilities 597,548 335,160
Securities sold under agreement to repurchase 1,156,415 168,008
Subordinated convertible debentures (note 2) 0 1,005,000
------------ ------------
Total liabilities 60,372,393 58,599,735

Stockholders' equity:
Common stock, $3 par value. Authorized 1,000,000 shares; issued and
outstanding 459,996 shares as of September 30, 1996 and 380,400 shares
as of December 31, 1995 1,379,988 1,141,200
Surplus 3,298,794 2,542,632
Unrealized loss on securities available for sale, net (32,283) (17,330)
Retained earnings 3,644,191 2,885,560
------------ ------------

Total stockholders' equity 8,290,690 6,552,062
------------ ------------

$ 68,663,083 $ 65,151,797
============ ============
</TABLE>

F-29

<PAGE> 98

EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For each of the nine month periods ended September 30,

<TABLE>
<CAPTION>
1996 1995
(unaudited) (unaudited)
------------ ------------

<S> <C> <C>
Interest income and fees:
Loans $ 3,530,820 $ 3,309,911
Federal funds sold 226,000 284,554
Securities 234,972 324,989
Tax certificates 21,735 26,909
Time deposits in other banks -- 37
------------ ------------

Total interest income 4,013,527 3,946,400

Interest expense:
Transaction and savings deposits 373,844 399,031
Time deposits under $100,000 696,760 856,385
Time deposits $100,000 and over 144,718 154,404
Subordinated convertible debentures 58,834 70,608
Other 21,461 18,414
------------ ------------

Total interest expense 1,295,617 1,498,842

Net interest income 2,717,910 2,447,558

Provision for loan losses 186,100 85,000
------------ ------------

Net interest income after provision for loan 2,531,810 2,362,558
losses

Noninterest income 579,880 305,515

Noninterest expense 1,878,859 1,921,422
------------ ------------

Income before income tax expense 1,232,831 746,651

Income tax expense 474,200 280,000
------------ ------------

Net Income $ 758,631 $ 466,651
============ ============

Earnings per Common and Common Equivalent Share $ 1.65 $ 1.01
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-30

<PAGE> 99

EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the nine month period ended September 30, 1996

<TABLE>
<CAPTION>
Unrealized
loss on
securities
Common available Retained
Stock Surplus for sale, net Earnings Total
----- ------- ------------- -------- -----

<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1995 $ 1,141,200 2,542,632 (17,330) 2,885,560 6,552,062

Unrealized loss on securities
for sale, net -- -- (14,953) -- (14,953)

Conversion of subordinated
debentures 238,788 756,162 -- -- 994,950

Net income -- -- -- 758,631 758,631
----------- ----------- ----------- ----------- -----------

$ 1,379,988 $ 3,298,794 $ (32,283) $ 3,644,191 $ 8,290,690
=========== =========== =========== =========== ===========
</TABLE>

F-31

<PAGE> 100

EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For each of the nine month periods ended September 30,

<TABLE>
<CAPTION>
1996 1995
(unaudited) (unaudited)
----------- -----------

Cash flows from operating activities:

<S> <C> <C>
Net income $ 758,631 $ 466,651

Adjustments to reconcile net income
Provision for loan losses 186,100 85,000
Loss (income) from real estate joint ventures 3,553 203,410
Write-down of leasehold improvement 17,063 38,172
Depreciation and amortization of premises and
equipment 94,962 94,378
Amortization of discounts on investment
securities (3,728) (13,376)
Decrease (increase) in accrued interest receivable (3,200) 85,048
Decrease in other assets 18,513 145,946
Decrease in accrued interest payable (132,357) (52,358)
Increase in official checks
outstanding 114,017 367,604
Increase (decrease) in other liabilities 271,387 (302,699)
Loss (gain) on disposal of equipment and other
real estate (39,938) 19,139
------------ ------------

Net cash provided by operating activities $ 1,285,003 $ 1,136,915
============ ============
</TABLE>

F-32

<PAGE> 101

EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

<TABLE>
<CAPTION>
1996 1995
(unaudited) (unaudited)
----------- -----------

<S> <C> <C>
Cash flows from investing activities:
Net decrease (increase) in loans $(11,207,988) $ 2,344,185
Proceeds from sale of real estate 1,412,924 16,562
Payments for improvements to other real estate
owned and real estate investment (37,250) (14,666)
Repayments of tax certificates 140,336 387,058
Purchases of securities (1,073,125) --
Proceeds from maturities/called securities 2,000,000 1,500,000
Repayments on loans and distributions from real
estate joint ventures 69,798 43,265
Sales of securities available for sale -- --
Redemption of interest-bearing time deposits -- 128,850
Purchases of premises and equipment (17,917) (210,147)
Payments for tax deed applications (107,847) --
Payments for redemption of subordinated debentures (see note 2) (10,050) --
------------ ------------

Net cash provided by investing activities (8,831,119) 4,195,107
------------ ------------

Cash flows from financing activities:
Net increase (decrease) in demand, interest bearing demand,
money market and savings deposits (3,428,672) (366,330)
Net increase (decrease) in certificates of deposit 4,973,875 (3,327,907)
Net increase in securities sold under agreement
to repurchase 988,407 342,647
------------ ------------

Net cash used by financing activities 2,533,610 (3,351,590)
------------ ------------

Increase (decrease) in cash and cash equivalents (5,012,506) 1,980,432

Cash and cash equivalents at beginning of period 9,267,786 7,366,843
------------ ------------

Cash and cash equivalents at end of period $ 4,255,280 $ 9,347,275
============ ============
</TABLE>

F-33

<PAGE> 102

EQUITY BANK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

<TABLE>
<CAPTION>
1996 1995
(unaudited) (unaudited)
----------- -----------

<S> <C> <C>
Supplemental schedule of cash flow information
Cash Paid during the year
Interest $ 1,425,662 $ 1,551,201
============ ============
Income taxes $ 167,500 $ 532,983
============ ============

Noncash investing activities:
Increase in other real estate owned, acquired in
satisfaction of loans $ 70,000 $ 67,517
============ ============
Sale of real estate owned financed by the Bank $ 600,000 $ --
============ ============

Unrealized loss on securities available for sale $ 23,952 $ --
============ ============

Conversion of subordinated debentures
to common stock $ 994,950 $ --
============ ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-34

<PAGE> 103

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. PRESENTATION OF INTERIM FINANCIAL STATEMENTS

The consolidated financial statements include activity of Equity Bank (the
Bank), a state chartered bank under the laws of the State of Florida, and its
wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

In management's opinion, the accompanying consolidated financial statements
contain such adjustments necessary to present fairly the Bank's consolidated
financial condition at September 30, 1996, the consolidated results of
operations and the consolidated cash flows for the nine months ended September
30, 1996 and 1995. Such adjustments consisted only of normal recurring items.
Results of the interim period may not be indicative of a full year of operation.
The consolidated financial statements should be read in conjunction with the
notes to the Bank's audited consolidated financial statements for the years
ended December 31, 1995 and 1994.

2. SUBORDINATED CONVERTIBLE DEBENTURES

On August 30, 1996, upon maturity of the debentures, the Bank converted $994,950
into 79,596 shares of common stock, at a conversion price of $12.50 per share.
The remaining portion, $10,050, was redeemed in cash.

3. EARNINGS PER SHARE

Earnings per share are based upon 459,996 and 460,800 shares of common and
common stock equivalents outstanding at September 30, 1996 and 1995,
respectively.

4. ALLOWANCE FOR LOAN LOSS

The following is a summary of the activity in the allowance for loan losses for
the nine months ended September 30, 1996 and 1995:

<TABLE>
<CAPTION>
1996 1995
---- ----

<S> <C> <C>
Balance at beginning of period $ 697,382 $ 869,803
Provision charged to expense 186,100 85,000
Loans charged-off (12,878) (98,103)
Recoveries of loans previously
charged-off 1,972 5,747
------------ ------------

Balance at end of period $ 872,576 $ 862,447
============ ============
</TABLE>

F-35

<PAGE> 104
EXHIBIT A

AGREEMENT AND PLAN OF MERGER

SOUTHTRUST BANK OF FLORIDA,

NATIONAL ASSOCIATION

AND

EQUITY BANK

JOINED IN BY

SOUTHTRUST OF FLORIDA, INC.

AND

SOUTHTRUST CORPORATION

<PAGE> 105

ARTICLE I

THE MERGER

<TABLE>
<CAPTION>
<S> <C> <C>
Section 1.1 Constituent Corporations; Consummation of Merger; Closing Date.............. 2
Section 1.2 Effect of Merger............................................................ 3
Section 1.3 Further Assurances.......................................................... 4

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

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

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF EQUITY

Section 3.1 Corporate Organization...................................................... 9
Section 3.2 Capitalization.............................................................. 10
Section 3.3 Financial Statements; Filings............................................... 10
Section 3.4 Loan Portfolio.............................................................. 11
Section 3.5 Certain Loans and Related Matters........................................... 12
Section 3.6 Authority; No Violation..................................................... 12
Section 3.7 Consents and Approvals...................................................... 13
Section 3.8 Broker's Fees............................................................... 13
Section 3.9 Absence of Certain Changes or Events........................................ 13
Section 3.10 Legal Proceedings; Etc...................................................... 13
Section 3.11 Taxes and Tax Returns....................................................... 14
Section 3.12 Employee Benefit Plans...................................................... 14
Section 3.13 Title and Related Matters................................................... 15
Section 3.14 Real Estate................................................................. 16
Section 3.15 Environmental Matters....................................................... 17
Section 3.16 Commitments and Contracts................................................... 18
Section 3.17 Regulatory and Accounting Matters........................................... 19
Section 3.18 Registration Obligations.................................................... 19
Section 3.19 State Takeover Laws......................................................... 19
Section 3.20 Insurance................................................................... 19
Section 3.21 Labor....................................................................... 19
Section 3.22 Compliance with Laws........................................................ 19
Section 3.23 Transactions with Management................................................ 20
Section 3.24 Proxy Materials............................................................. 20
Section 3.25 Deposit Insurance........................................................... 20
Section 3.26 Untrue Statements and Omissions............................................. 20
</TABLE>

A-i
<PAGE> 106
ARTICLE IV

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

<TABLE>
<S> <C> <C>
Section 4.1 Organization and Related Matters of SouthTrust.............................. 21
Section 4.2 Organization and Related Matters of ST-FL................................... 21
Section 4.3 Organization and Related Matters of ST-Bank................................. 22
Section 4.4 Capitalization.............................................................. 22
Section 4.5 Authorization............................................................... 22
Section 4.6 Financial Statements........................................................ 23
Section 4.7 Absence of Certain Changes or Events........................................ 24
Section 4.8 Legal Proceedings, Etc...................................................... 24
Section 4.9 Insurance................................................................... 24
Section 4.10 Consents and Approvals...................................................... 24
Section 4.11 Accounting, Tax, Regulatory Matters......................................... 24
Section 4.12 Proxy Materials............................................................. 24
Section 4.13 No Broker's or Finder's Fees................................................ 24
Section 4.14 Untrue Statements and Omissions............................................. 25

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of the Business of Equity........................................... 25
Section 5.2 Current Information......................................................... 26
Section 5.3 Access to Properties; Personnel and Records................................. 27
Section 5.4 Approval of Shareholders.................................................... 28
Section 5.5 No Other Bids............................................................... 28
Section 5.6 Notice of Deadlines......................................................... 28
Section 5.7 Affiliates.................................................................. 28
Section 5.8 Maintenance of Properties................................................... 29
Section 5.9 Environmental Audits........................................................ 29
Section 5.10 Title Insurance............................................................. 29
Section 5.11 Surveys..................................................................... 29
Section 5.12 Compliance Matters.......................................................... 30
Section 5.13 Exemption Under Anti-Takeover Statutes...................................... 30
Section 5.14 Sale of the Galen Medical Building.......................................... 30
Section 5.15 Disposal of Impermissible Equity Investments................................ 30
Section 5.16 Options..................................................................... 30
Section 5.17 Conforming Accounting and Reserve Policies.................................. 31

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1 Best Efforts; Cooperation................................................... 31
Section 6.2 Regulatory Matters.......................................................... 31
Section 6.3 Other Matters............................................................... 31
Section 6.4 Indemnification; Insurance.................................................. 32

</TABLE>

A-ii
<PAGE> 107

<TABLE>
<S> <C> <C>
Section 6.5 Current Information......................................................... 34
Section 6.6 Registration Statement...................................................... 34
Section 6.7 Reservation of Shares....................................................... 35
Section 6.8 Shareholder Approval........................................................ 35
Section 6.9 Board of Director Approval.................................................. 35
Section 6.10 Execution of Stock Option Agreement......................................... 35

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

Section 7.1 Shareholder Approval........................................................ 35
Section 7.2 Regulatory Approvals........................................................ 35
Section 7.3 Litigation.................................................................. 35
Section 7.4 Proxy Statement, Registration Statement, and Listing........................ 36

ARTICLE VIII

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

Section 8.1 Representations and Warranties.............................................. 36
Section 8.2 Performance of Obligations.................................................. 36
Section 8.3 Certificate Representing Satisfaction of Conditions......................... 36
Section 8.4 Absence of Adverse Facts.................................................... 36
Section 8.5 Opinion of Counsel.......................................................... 36
Section 8.6 Consents Under Agreements................................................... 37
Section 8.7 Material Condition.......................................................... 37
Section 8.8 Matters Relating to Employment Agreements................................... 37
Section 8.9 Acknowledgment of Option Conversion......................................... 37
Section 8.10 Outstanding Shares of Equity................................................ 37
Section 8.11 Dissenters.................................................................. 37
Section 8.12 Certification of Claims..................................................... 38
Section 8.13 Disposal of Properties...................................................... 38
Section 8.14 Certification of Loan Commitments........................................... 38

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF EQUITY

Section 9.1 Representations and Warranties.............................................. 38
Section 9.2 Performance of Obligations.................................................. 38
Section 9.3 Certificate Representing Satisfaction of Conditions......................... 38
Section 9.4 Absence of Adverse Facts.................................................... 38
Section 9.5 Consents Under Agreements................................................... 38
Section 9.6 Opinion of Counsel.......................................................... 39
Section 9.7 SouthTrust Shares........................................................... 39
Section 9.8 Price Condition............................................................. 39
Section 9.9 Tax Opinion................................................................. 39
Section 9.10 Fairness Opinion............................................................ 39
Section 9.11 Severance Agreements........................................................ 39

</TABLE>

A-iii
<PAGE> 108

<TABLE>
<CAPTION>
ARTICLE X

TERMINATION, WAIVER AND AMENDMENT
<S> <C> <C>
Section 10.1 Termination................................................................. 39
Section 10.2 Effect of Termination....................................................... 40
Section 10.3 Amendments.................................................................. 40
Section 10.4 Waivers..................................................................... 41
Section 10.5 Non-Survival of Representations and Warranties.............................. 41

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement............................................................ 41
Section 11.2 Notices..................................................................... 41
Section 11.3 Severability................................................................ 42
Section 11.4 Costs and Expenses.......................................................... 43
Section 11.5 Captions.................................................................... 43
Section 11.6 Counterparts................................................................ 43
Section 11.7 Governing Law............................................................... 43
Section 11.8 Persons Bound; No Assignment................................................ 43
Section 11.9 Exhibits and Schedules...................................................... 43
Section 11.10 Waiver...................................................................... 43
Section 11.11 Construction of Terms....................................................... 43

</TABLE>

A-iv

<PAGE> 109

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

This AGREEMENT AND PLAN OF MERGER, dated as of the 25 day of
October, 1996 (this "Agreement"), by and between SouthTrust Bank of Florida,
National Association, a national banking association ("ST-Bank"), and Equity
Bank, a Florida banking corporation ("Equity"), 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
Equity 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 Equity to be merged with and into
ST-Bank;

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

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

WHEREAS, the Boards of Directors of ST-Bank and Equity 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 Equity
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 Equity 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 Equity, par
value $3.00 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, Equity 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
Banking Code (the "Florida Code") and 12 U.S.C. ss. 215a (the "National Bank
Act") and ST-Bank shall be the surviving corporation (sometimes

A-1
<PAGE> 110

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 Equity, the Effective Time of the Merger shall occur on
the 10th business day following the later to occur of (i) the effective date
(including expiration of any applicable waiting period) of the last required
Consent (as defined below) of any Regulatory Authority (as defined below) having
authority over the transactions contemplated under this Agreement and (ii) the
date on which the shareholders of Equity, 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 the Comptroller of the
Currency (the "OCC"), the Federal Deposit Insurance Corporation (the "FDIC"),
and all state regulatory agencies having jurisdiction over the parties, 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 Equity 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 Equity is located at Delray
Beach, Florida. The main office of ST-Bank is located at St. Petersburg, Fl.

(d) The proposed main office of the Surviving
Corporation shall be located at St. Petersburg, Florida. The branch offices of
the Surviving Corporation shall be the existing branch offices of ST-Bank and
the existing main and branch offices of Equity.

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

(f) After the Effective Time of the Merger, the
Surviving Corporation shall have 1,000,000 shares of Common Stock, par value
$10.00 per share ("ST-Bank Common Stock"), authorized, 1,000,000 shares of which
shall be issued and outstanding and no shares of which shall be held as treasury
stock. The total amount of capital stock of the Surviving Corporation shall be
$10,000,000, and the total capital of the Surviving Corporation shall consist of
such capital stock, plus the combined capital and surplus of Equity (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 June
30, 1996 and the Effective Time of the Merger.

(g) As of June 30, 1996, ST-Bank had total capital
of $10,000,000 divided into 1,000,000 shares of ST-Bank Common Stock, and
surplus and undivided profits and net unrealized holding gains (losses) on
available for sale securities of $355,694,000. As of September 30, 1996, Equity
had total capital of $3,000,000 divided into 1,000,000 shares of authorized
Common Stock, par value $3.00, 459,996 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
$6,910,702.

(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.

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Section 1.2 Effect of Merger. (a) At the Effective Time of the Merger,
Equity shall be merged with and into ST-Bank and the separate existence of
Equity shall cease. The Articles of Association and Bylaws of ST-Bank, as in
effect on the date hereof and as otherwise amended prior to the Effective Time
of the Merger, shall be the Articles of Association and the Bylaws of the
Surviving Corporation until further amended as provided therein and in
accordance with applicable law. The Surviving Corporation shall have all the
rights, privileges, immunities and powers and shall be subject to all the duties
and liabilities of a national banking association organized under the laws of
the United States and shall thereupon and thereafter possess all other
privileges, immunities and franchises of a private, as well as of a public
nature, of each of the constituent corporations, including the tradenames and
servicemarks of Equity. 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 Equity 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 Equity last in office shall execute and deliver or cause to be
executed and delivered in the name of Equity 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 Equity.

ARTICLE II

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Equity 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 Equity, par value $3.00 (the "Equity Shares"):

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

(b) Subject to the terms and conditions of this Agreement,
including, without limitation, Section 2.3 hereof and except
with regard to Dissenting Equity Shares (as hereinafter
defined), each Equity Share outstanding immediately prior to
the Effective Time of the Merger shall be converted into the
right to receive 0.88 shares of common stock of SouthTrust
(and the rights associated therewith issued pursuant to a
Rights Agreement dated February 22, 1989 between SouthTrust
and Mellon Bank, N.A.) (together, the "SouthTrust Shares")
(such fraction, as may be adjusted, as provided herein, being
hereinafter referred to as the "Conversion Ratio"). The
Conversion Ratio, including the number of SouthTrust Shares
issuable in the Merger, shall be subject to an adjustment if
and as required under Section 5.14 hereof and to an
appropriate adjustment in the event of any stock split,
reverse stock split, dividend payable in SouthTrust Shares,
reclassification or similar distribution whereby

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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 Equity 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 and the
National Bank Act (collectively the "Dissent Provisions"), to
the extent each is applicable, and has not effectively
withdrawn or lost his right to such appraisal (the "Dissenting
Equity 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. Equity shall give
SouthTrust prompt notice upon receipt by Equity of any written
objection to the Merger and any written demands for payment of
the fair or appraised value of Equity Shares, and of
withdrawals of such demands, and any other instruments
provided to Equity 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 Equity Shares held by such
Dissenting Shareholder shall receive payment therefor from
ST-Bank, as escrow agent (the "Escrow Agent"), on behalf of
Equity out of funds provided to the Escrow Agent by Equity 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 Equity Shares shall
be canceled. Neither Equity 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 Equity
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, Equity shall
deposit with the Escrow Agent an amount in cash equal to 150%
of the consideration (with the SouthTrust Shares being valued
in the manner set forth in Section 2.3) such Dissenting
Shareholder would have received in the Merger but for the
exercise of the Dissent Provisions (the "Dissent Escrow"). The
Escrow Agent shall disburse the Dissent Escrow to such
Dissenting Shareholders in accordance with the Dissent
Provisions. Any and all funds remaining in the Dissent Escrow
after such disbursement shall be remitted to the Surviving
Corporation.

Section 2.2 Equity Stock Options and Related Matters. (a) As of the
Effective Time of the Merger, all rights with respect to the Equity Shares
issuable pursuant to the exercise of stock options ("Equity Options") granted by
Equity under stock option plans of Equity (the "Equity Stock Option Plans"), and
held by each participant thereunder, which Equity Options are listed and
described in Disclosure Schedule 2.2 hereof and which are outstanding at the
Effective Time of the Merger, whether or not such Equity Options are then
exercisable, shall, subject to this section, be assumed by SouthTrust in
accordance with the terms of the particular Equity Stock Option Plan under which
such Equity Options were issued and the stock option agreement by which such
Equity Options are evidenced. From and after the Effective Time of the Merger,
(i) each Equity Option assumed by SouthTrust hereunder may be exercised solely
for SouthTrust Shares, (ii) the number of SouthTrust Shares subject to such
Equity Option shall be equal to the number of Equity Shares subject to such
Equity Option immediately prior to the Effective Time of the Merger multiplied
by the Conversion Ratio

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and (iii) the per share exercise price under each such Equity Option shall be
adjusted by dividing the per share exercise price under each such Equity Option
by the Conversion Ratio and rounding down to the nearest cent.

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

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

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

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

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

Section 2.3 Fractional Shares. Notwithstanding any other provision of
this Agreement, each holder of Equity Shares converted pursuant to the Merger,
who would otherwise have been entitled to receive a fraction of a SouthTrust
Share (after taking into account all certificates delivered by such holder),
shall receive, in lieu thereof, cash (without interest) in an amount equal to
such fractional part of such SouthTrust Share, multiplied by the market value of
one SouthTrust Share at the Effective Time of the Merger. The market value of
one SouthTrust Share at the Effective Time of the Merger shall be the last sale
price of such SouthTrust Share, as reported by The NASDAQ Stock Market --
National Market System ("NASDAQ") on the last trading day preceding the
Effective Time of the Merger or, if the SouthTrust Shares hereafter become
listed for trading on any national securities exchange registered under the
Securities Exchange Act of 1934, the last sale price of such SouthTrust Shares
on the applicable date as reported on the principal securities exchange on which
the SouthTrust Shares are then listed for trading. No such holder will be
entitled to dividends, voting rights or any other rights as a shareholder in
respect of any fractional share.

Section 2.4 Effectuating Conversion (a) As promptly as practicable
after the Effective Time of the Merger, SouthTrust shall send or cause to be
sent to each former holder of record of Equity Shares transmittal materials in
form reasonably acceptable to Equity (the "Letter of Transmittal") for use in
exchanging their certificates formerly representing Equity 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 Equity Shares held by the former

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holders of the Equity Shares, SouthTrust shall cause the appropriate number of
SouthTrust Shares to be issued to the former holders of Equity Shares submitting
such Letters of Transmittal. Amounts that would have been payable to Dissenting
Shareholders for Equity 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 Equity shall be closed as to holders of Equity Shares immediately prior
to the Effective Time of the Merger and no transfer of Equity Shares by any such
holder shall thereafter be made or recognized and each outstanding certificate
formerly representing Equity Shares shall, without any action on the part of any
holder thereof, no longer represent Equity Shares. If, after the Effective Time
of the Merger, certificates are properly presented to SouthTrust, such
certificates shall be promptly exchanged for the consideration contemplated by
this Agreement into which the Equity Shares represented thereby were converted
in the Merger.

(c) In the event that any holder of record as of the Effective
Time of the Merger of Equity Shares is unable to deliver the certificate which
represents such holder's Equity Shares, ST-FL, in the absence of actual notice
that any Equity 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 in respect of such stock certificate(s); and

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

provided, however, that the requirement for replacing certificates shall be no
more burdensome that SouthTrust imposes on its own shareholders.

(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 Equity 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 Equity 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 Equity 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 Equity
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,

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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. Subject to proper tender of certificates for Equity Shares or documents
to replace lost certificates, and the Letter of Transmittal, the holders of
Equity Shares, except the holders of Dissenting Equity Shares, shall have all
rights and privileges of holders of SouthTrust Shares of record as of the
Effective Time of the Merger.

Section 2.5 Laws of Escheat. If any of the consideration due or other
payments to be paid or delivered to the holders of Equity 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 Equity, SouthTrust,
ST-FL, ST-Bank, nor any other person acting on their behalf shall be liable to a
holder of Equity Shares for any amount paid or property delivered in good faith
to a public official pursuant to and in accordance with any applicable abandoned
property, escheat or similar law.

Section 2.6 Consideration. SouthTrust, on behalf of ST-FL, shall issue
the SouthTrust Shares and shall pay or cause to be paid all cash payments as and
when the same shall be required to be issued and paid pursuant to this
Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF EQUITY

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

(b) Each of Equity and its Subsidiaries (as defined below) 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 Equity.

(c) Equity owns 100% of the issued and outstanding capital
stock of the following Subsidiaries: EBMW Corporation, EBCH Corporation, EBRC
Corporation, EBSW Corporation, EBJR Corporation, EBJH Corporation, EBRI
Corporation, EBSJ Corporation, EBVO Corporation, EBCB Corporation, EBCD
Corporation, EBCM Corporation, EBDC Corporation and EBLC Corporation each of
which is a Florida corporation. Pursuant to joint venture agreements, copies of
which were provided to SouthTrust, through its Subsidiary EBRC Corporation,
Equity has a 35% profit participation in a joint venture, and through its
Subsidiary EBSW Corporation, Equity has a 40% profit participation in a 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 Equity and its Subsidiaries contain
complete and accurate records

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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 Equity
consists of 1,000,000 shares of common stock, par value $3.00 (hereinbefore and
hereinafter referred to as "Equity Shares"), 467,155 shares of which as of the
date hereof are issued and outstanding (none of which are held in the treasury
of Equity). All of the issued and outstanding Equity Shares have been duly
authorized and validly issued and all such shares are fully paid and
nonassessable. Except as reflected on Disclosure Schedule 2.2 hereto, 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
Equity, or any securities or rights convertible into or exchangeable for shares
of capital stock of Equity. Except as may be limited or required by applicable
laws relating to Florida state member banks, all of the issued and outstanding
capital stock of Equity's Subsidiaries are owned by Equity and are so owned free
and clear of all liens and encumbrances and adverse claims thereto.

Section 3.3 Financial Statements; Filings. (a) Equity has previously
delivered to SouthTrust copies of the consolidated financial statements of
Equity as of and for the years ended 1993, 1994 and 1995 and the interim
unaudited consolidated financial statements of Equity as of and for the periods
ended March 30 and June 30, 1996 and Equity shall deliver to SouthTrust, as soon
as practicable following the preparation of additional consolidated financial
statements for each subsequent calendar quarter (or other reporting period) or
year of Equity, the consolidated financial statements of Equity 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 Equity").

(b) Equity has previously delivered to SouthTrust copies of
the Call Reports of Equity as of and for the years ended 1993, 1994 and 1995 and
the Call Reports of Equity as of and for the periods ended March 30 and June 30,
1996, and Equity 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 Equity, the Call Reports of Equity 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 Equity").

(c) Each of the Financial Statements of Equity and each of the
Call Reports of Equity (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 Equity, and its Subsidiaries 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 Equity and each of the Call
Reports of Equity (including the related notes, where applicable) fairly present
or will fairly present in all material respects the financial position of Equity
on a consolidated basis as of the respective dates thereof and fairly present or
will fairly present in all material respects the results of operations of Equity
on a consolidated basis for the respective periods therein set forth.

(d) To the extent not prohibited by law, Equity 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 Equity, 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, neither Equity nor any of its Subsidiaries has 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 Equity on a consolidated basis except
obligations and liabilities (i) which are accrued or reserved against in the
Financial Statements of Equity or the Call Reports of Equity, 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.

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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 Equity and the Call
Reports of Equity as of and for the year ended December 31, 1995 and the period
ended June 30, 1996 were as of such dates in all respects the binding
obligations of the respective obligors named therein in accordance with their
respective terms, except (A) that enforcement may be subject to bankruptcy,
insolvency, moratorium or similar laws affecting creditors' rights generally,
and (B) that the remedy of specific performance and injunctive and other forms
of equitable relief are subject to certain equitable defenses and to the
discretion of the court before which any proceedings therefor may be brought;
(ii) the allowances for possible loan losses shown on the Financial Statements
of Equity and the Call Reports of Equity as of and for the year ended December
31, 1995 and the period ended June 30, 1996 were, and the allowance for possible
loan losses to be shown on the Financial Statements of Equity and the Call
Reports of Equity 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 Equity 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, neither Equity nor any of its Subsidiaries is 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, to the knowledge of Equity or its Subsidiaries, is in default of
any other material 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 Equity or any ten percent (10%) shareholder of Equity, 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 Equity 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 Equity.

Section 3.6 Authority; No Violation. (a) Equity has full corporate
power and authority to execute and deliver this Agreement and, subject to the
approval of the shareholders of Equity and to the receipt of the Consents of the
Regulatory Authorities and the other Consents referred to in Section 3.7 hereof,
to consummate the transactions contemplated hereby. The Board of Directors of
Equity 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 Equity' 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 Equity are
necessary to consummate the transactions so contemplated. This Agreement, when
duly and validly executed by Equity and delivered by Equity, will constitute a
valid and binding obligation of Equity, and will be enforceable against Equity
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 Equity nor the consummation by
Equity of the transactions contemplated hereby, nor compliance by Equity with
any of the terms or provisions hereof, will, assuming all Consents are obtained,
(i) violate any provision of the Articles of Incorporation or Bylaws of Equity
(ii) assuming that the Consents of the Regulatory Authorities and approvals
referred to herein are duly obtained, to Equity's knowledge, violate any
statute, code, ordinance, rule, regulation, judgment, order, writ, decree or
injunction applicable and material to Equity or any of its Subsidiaries or any
of its properties or assets, or (iii) to Equity's knowledge, violate, conflict
with, result in a breach of any provisions of, constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under,
result in the termination of, accelerate the performance required by or result
in the creation of any lien, security interest, charge or

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other encumbrance upon any of the respective properties or assets of Equity or
any of its Subsidiaries 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 Equity or any of its
Subsidiaries is a party, or by which Equity or any of its Subsidiaries 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 Equity in connection with any proxy statement of Equity relating
to the meeting of the shareholders of Equity at which the Merger is to be
considered (the "Proxy Statement"); (ii) the Consent of the OCC; (iii) approval
of this Agreement by the shareholders of ST-Bank and Equity; (iv) filing of this
Agreement and certified resolutions with the OCC; and (v) as set forth in
Disclosure Schedule 3.7, no Consents of any person are necessary in connection
with the execution and delivery by Equity of this Agreement, and the
consummation by Equity of the Merger and the other transactions contemplated
hereby.

Section 3.8 Broker's Fees. None of Equity or any of its Subsidiaries
nor any of their respective officers or directors, has employed any broker or
finder or incurred any liability for any broker's fees, commissions or finder's
fees in connection with any of the transactions contemplated by this Agreement,
except that Equity is a party to a letter agreement with Allen C. Ewing & Co.,
dated June 29, 1995, as amended on April 22, 1996, June 28, 1996, and September
27, 1996, a copy of which has been furnished to SouthTrust. Each party to this
Agreement shall bear its own expenses with respect to this Agreement and the
consummation of the Merger, irrespective of whether the Merger is closed.

Section 3.9 Absence of Certain Changes or Events. Except as occasioned
by this Agreement or with the consent of SouthTrust, since June 30, 1996, 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 Equity
Shares or (ii) any change or any event involving a prospective change in the
Condition of Equity on a consolidated basis which has had, or is reasonably
likely to have, a material adverse effect on the Condition of Equity on a
consolidated basis or on Equity or any of its Subsidiaries generally, including,
without limitation any change in the administration or supervisory standing or
rating of Equity or any of its Subsidiaries with any Regulatory Authority, and
to Equity's knowledge 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, neither Equity nor any of its Subsidiaries is a party to any, and
there are no pending or, to the knowledge of Equity or any of its Subsidiaries,
threatened, judicial, administrative, arbitral or other proceedings, claims,
actions, causes of action or governmental investigations against Equity or any
of its Subsidiaries challenging the validity of the transactions contemplated by
this Agreement and, to the knowledge of Equity and its Subsidiaries as of the
date hereof, there is no material proceeding, claim, action or governmental
investigation against Equity or any of its Subsidiaries; no judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator is outstanding against Equity or any of
its Subsidiaries which has a material adverse effect on the Condition of Equity
on a consolidated basis; to the knowledge of Equity and its Subsidiaries there
is no default by Equity or any of its Subsidiaries under any material contract
or agreement to which Equity or any of its Subsidiaries is a party; and none of
Equity or its Subsidiaries is a party to any agreement, order or memorandum in
writing by or with any Regulatory Authority restricting the operations of Equity
or any of its Subsidiaries and neither Equity nor any of its Subsidiaries has
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. (a) Equity has previously delivered
or made available to SouthTrust copies of the federal income tax returns of
Equity and, if consolidated returns do not exist for all periods, of Equity and
each of its Subsidiaries, for the years 1991, 1992, 1993 and 1994 and all
schedules and exhibits thereto, and, will provide SouthTrust with a copy of its
federal income tax return for the year 1995 and 1996, with all schedules and
exhibits thereto, when such returns are filed, and, such returns have not been
subjected to an audit by the Internal Revenue Service. Except as reflected in
Disclosure Schedule 3.11, to the best knowledge of Equity and its Subsidiaries
Equity and its Subsidiaries have 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 Equity and its Subsidiaries have duly
paid or made adequate provisions for the payment of all taxes and other
governmental charges which are owed by Equity or any of its Subsidiaries to any
federal, state or local taxing authorities, whether or not reflected in such
returns (including, without limitation, those owed in respect of the properties,
income, business, capital stock, deposits, franchises, licenses, sales and
payrolls of Equity and its

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Subsidiaries), 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 Equity and the Call Reports of Equity 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.
Neither Equity nor any of its Subsidiaries is responsible for the taxes of any
other person other than Equity, under Treasury Regulation 1.1502-6 or any
similar provision of federal, state or foreign law.

(b) (i) Proper and accurate amounts have been withheld by
Equity and its Subsidiaries from their employees and others for all prior
periods in compliance in all material respects with the tax withholding
provisions of all applicable federal, state and local laws and regulations, and
proper due diligence steps have been taken in connection with back-up
withholding, (ii) federal, state and local returns have been filed by Equity and
its Subsidiaries for all periods for which returns were due with respect to
income tax withholding, Social Security and unemployment taxes and (iii) the
amounts shown on such returns to be due and payable have been paid in full or
adequate provision therefor has been included by Equity in the Financial
Statements of Equity.

Section 3.12 Employee Benefit Plans. (a) None of Equity or any of its
Subsidiaries has or maintains 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) None of Equity or any of its Subsidiaries (or any pension
plan maintained by it) has incurred any liability to the Pension Benefit
Guaranty Corporation ("PBGC") or the Internal Revenue Service with respect to
any pension plan qualified under Section 401 of the Code, except liabilities to
the PBGC pursuant to Section 4007 of ERISA, all which have been fully paid. No
reportable event under Section 4043(b) of ERISA (including events waived by PBGC
regulation) has occurred with respect to any such pension plan.

(c) None of Equity or any of its Subsidiaries has 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 Equity and its Subsidiaries 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."
Neither Equity nor any of its Subsidiaries have any material liability under any
such plan that is not reflected in the Financial Statements of Equity or the
Call Reports of Equity.

(e) 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
Equity or any of its Subsidiaries (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
Equity or any of its Subsidiaries; and 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 Equity or any of its Subsidiaries 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.

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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", Equity and its Subsidiaries have good title, and as to owned real
property, have 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 Equity, or the Call
Reports of Equity 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 Equity
and the Call Reports of Equity 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 Equity on a consolidated
basis.

(b) All agreements pursuant to which Equity or any of its
Subsidiaries 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 on the part
of Equity or any of its Subsidiaries, except for defaults which individually or
in the aggregate would not have a material adverse effect on the Condition of
Equity on a consolidated basis.

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

(b) Disclosure Schedule 3.14(b) lists or otherwise describes
each and every written or oral lease or sublease under which Equity or any of
its Subsidiaries is the lessee of any real property and which relates in any
manner to the operation of the businesses of Equity or any of its Subsidiaries.
All rentals due under such leases have been paid and there exists no material
default under the terms of any lease and, to the knowledge of Equity and its
Subsidiaries, 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 Equity or any
of its Subsidiaries, 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
Equity on a consolidated basis. Except as set forth in Disclosure Schedule
3.14(b), Equity and its Subsidiaries have 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, except (A) that enforcement may
be subject to bankruptcy, insolvency, moratorium or similar laws affecting
creditor's rights generally, and (B) that the remedy of specific performance and
injunctive and other forms of equitable relief are subject to certain equitable
defenses and to the discretion of the court before which any proceedings
therefor may be brought. Equity and its Subsidiaries have the right under each
such lease and sublease to occupy, use, possess, and control all property leased
or subleased by Equity and its Subsidiaries and, as of the Effective Time of the
Merger, shall have the right to transfer each lease or sublease pursuant to this
Agreement.

(c) None of Equity or any of its Subsidiaries have 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

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a material adverse effect on the Condition of Equity on a consolidated basis.

(d) As to each parcel of real property owned or used by Equity
or any of its Subsidiaries, none of Equity or any of its Subsidiaries have
received notice of any pending or threatened condemnation proceedings,
litigation proceedings or mechanics or materialmen's liens.

Section 3.15 Environmental Matters.

(a) Each of Equity, its Subsidiaries, the Participation
Facilities (as defined below), and the Loan Properties (as defined below) are,
and have been to Equity's knowledge, 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 Equity on a consolidated basis.

(b) None of Equity nor any of its Subsidiaries has received
notice of any litigation pending or threatened before any court, governmental
agency or board or other forum in which Equity, its Subsidiaries, 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 Equity, any of its Subsidiaries, 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 Equity on a consolidated basis.

(c) None of Equity or any of its Subsidiaries has received
notice of any litigation pending or threatened before any court, governmental
agency or board or other forum in which any Loan Property (or Equity or any of
its Subsidiaries in respect of such Loan Property) has been or, with respect to
threatened litigation, may be, named as a defendant or potentially responsible
party (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 at, on or involving
a Loan Property, except for such litigation pending or threatened that will not
individually or in the aggregate, have a material adverse effect on the
Condition of Equity on a consolidated basis.

(d) To the knowledge of Equity and its Subsidiaries, 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 Equity on a consolidated basis.

(e) During the period of (i) ownership or operation by Equity
or any of its Subsidiaries of any of their respective current properties, or
(ii) participation by Equity or any of its Subsidiaries in the management of any
Participation Facility, or holding by Equity or any of its Subsidiaries of a
security interest in a Loan Property, to the knowledge of Equity, 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 Equity on a
consolidated basis.

(f) "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; "Loan Property" means any property owned
by Equity or any of its Subsidiaries, or in which Equity or any of its
Subsidiaries holds a security interest, and, where required by the context,
includes the owner or operator of such property, but only with respect to such
property; "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. ss. 9601 et seq., or any similar
federal, state or local law; and "Participation Facility" means any facility in
which Equity or any of its Subsidiaries has engaged in Participation in the
Management of such facility, and, where required by the context, includes the
owner or

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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. ss. 300.1100(c).

Section 3.16 Commitments and Contracts. Except as set forth in
Disclosure Schedule 3.16, none of Equity or any of its Subsidiaries is a party
or subject to any of the following (whether written or oral, express or
implied):

(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 Equity or any of its Subsidiaries);

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

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

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

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

Section 3.17 Regulatory and Accounting Matters. None of Equity or any
of its Subsidiaries have agreed to take any action or has any knowledge of any
fact 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 none of Equity or
any of its Subsidiaries have agreed to take any action or has knowledge of any
fact 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. None of Equity or any of its
Subsidiaries is 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 restricted by any applicable state anti-takeover
statute.

Section 3.20 Insurance. Equity 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 Equity and its Subsidiaries, the policies of fire, theft, liability and other
insurance maintained with respect to the assets or businesses of Equity and its
Subsidiaries provide adequate coverage against loss, and the fidelity bonds in
effect as to which Equity or any of its Subsidiaries 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 Equity or any of its
Subsidiaries is pending as of the date hereof or, to the knowledge of Equity and
its Subsidiaries, threatened. None of Equity or any of its Subsidiaries is
involved in, or, to the knowledge of Equity and its Subsidiaries, threatened
with or affected by, any proceeding asserting that Equity or any of its
Subsidiaries 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 Equity on a
consolidated basis. No union represents or claims to represent any employees of
Equity or its Subsidiaries, and, to the knowledge of Equity and its
Subsidiaries, no labor union is attempting to organize employees of Equity or
its Subsidiaries.

Section 3.22 Compliance with Laws. Each of Equity and its Subsidiaries
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 Equity on a consolidated basis. Except as disclosed in

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Disclosure Schedule 3.22, None of Equity or any of its Subsidiaries:

(a) is 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 Equity on a consolidated
basis; and

(b) has 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 Equity or any of its
Subsidiaries 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 Equity on a
consolidated basis, (ii) threatening to revoke any
permit, the revocation of which is reasonably likely
to have a material adverse effect on the Condition of
Equity on a consolidated basis, (iii) requiring
Equity or any of its Subsidiaries to enter into any
cease and desist order, formal agreement, commitment
or memorandum of understanding, or to adopt any
resolutions or similar undertakings, or (iv)
directing, restricting or limiting, or purporting to
direct, restrict or limit in any manner, the
operations of Equity or any of its Subsidiaries,
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 Equity 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
Equity or any of its Subsidiaries to be included in the Proxy Statement which is
to be mailed to the shareholders of Equity 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. The legal responsibility for the contents of such Proxy
Statement (other than the information supplied by SouthTrust concerning
SouthTrust or any of its Subsidiaries) shall remain with Equity and its
Subsidiaries.

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

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ARTICLE IV

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

SouthTrust, ST-FL and ST-Bank hereby jointly and severally represent
and warrant to Equity as follows as of the date hereof and as of all times up to
and including 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 delivered to Equity.

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

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

Section 4.2 Organization and Related Matters of ST-FL. (a) ST-FL is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida. ST-FL has the corporate power and authority to own or
lease all of its properties and assets and to carry on its business as now
conducted, or as proposed to be conducted pursuant to this Agreement, and ST-FL
is licensed or qualified to do business in each jurisdiction in which the nature
of the business conducted by ST-FL, or the character or location of the
properties and assets owned or leased by ST-FL makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
(or steps necessary to cure such failure) would not have a material adverse
effect on the Condition of ST-FL on a consolidated basis. ST-FL is duly
registered as a bank holding company under the Bank Holding Company Act of 1956,
as amended. True and correct copies of the Articles of Incorporation of ST-FL
and the Bylaws of ST-FL, each as amended to the date hereof, have been delivered
to Equity.

(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.

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, have been
delivered Equity.

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(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.

Section 4.4 Capitalization. As of June 30, 1996, the authorized capital
stock of SouthTrust consisted of 300,000,000 shares of common stock, par value
$2.50 per share, 95,938,440 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. a copy of which, as amended to
date, has been delivered to Equity) 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 by the Shareholders of ST-FL and ST-Bank, and no other
corporate or shareholder proceedings on the part of SouthTrust, ST-FL or ST-Bank
are or will be necessary to authorize this Agreement and the consummation of the
transactions contemplated hereby. The shareholders of SouthTrust are not
required to vote upon or approve the Merger or any matter related thereto. This
Agreement is the valid and binding obligation of SouthTrust, ST-FL and ST-Bank
enforceable against each in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding may be brought. Neither the execution,
delivery or performance of this Agreement nor the consummation of the
transactions contemplated hereby will (i) violate any provision of the Restated
Certificate of Incorporation or Bylaws of SouthTrust, the Articles of
Incorporation or Bylaws of ST-FL or the Articles of Association or Bylaws of
ST-Bank or, (ii) to SouthTrust's knowledge and assuming that any necessary
Consents are duly obtained, (A) violate, conflict with, result in a breach of
any provisions of, constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, result in the termination
of, accelerate the performance required by or result in the creation of any
lien, security interest, charge or other encumbrance upon any of the properties
or assets of SouthTrust, ST-FL or ST-Bank under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, deed of trust, license,
permit, lease, agreement or other instrument or obligation to which SouthTrust,
ST-FL or ST-Bank is a party, or by which SouthTrust, ST-FL or ST-Bank or any of
their respective properties or assets may be bound or affected, (B) violate any
statute, code, ordinance, rule, regulation, judgment, order, writ, decree or
injunction applicable to SouthTrust, ST-FL or ST-Bank or any of their respective
material properties or assets, except for (X) such conflicts, breaches or
defaults as are set forth in Disclosure Schedule 4.5; and (Y) with respect to
(B) and (C) above, such as individually or in the aggregate will not have a
material adverse effect on the Condition of SouthTrust on a consolidated basis.

Section 4.6 Financial Statements. (a) SouthTrust has delivered to
Equity copies of the consolidated financial statements of SouthTrust as of and
for the years ended December 31, 1994 and December 31, 1995, and as of and for
the period ended June 30, 1996, and SouthTrust will make available to Equity, 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

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SouthTrust for the respective periods therein set forth.

(c) Since June 30, 1996, SouthTrust has not incurred any
obligation or liability (contingent or otherwise) that has or might reasonably
be expected to have, individually or in the aggregate, a material adverse effect
on the Condition of SouthTrust on a consolidated basis, except obligations and
liabilities (i) which are accrued or reserved against in the Financial
Statements of SouthTrust or reflected in the notes thereto, and (ii) which were
incurred after June 30, 1996 in the ordinary course of business consistent with
past practices. Since June 30, 1996, 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.

(d) SouthTrust has made available to Equity or its
representatives all periodic and other reports required to be filed by
SouthTrust with the SEC during 1995 and through the date of this Agreement,
other than registration statements on Forms S-3, S-4 and S-8. Such reports did
not at the time they were filed contain any untrue statement of a material fact
or omit to state a material fact required to be stated in such reports or
necessary in order to make the statements in such reports, in light of the
circumstances under which they were made, not misleading.

Section 4.7 Absence of Certain Changes or Events. Since June 30, 1996,
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 Equity; (iii) issuance of a Certificate of Merger by
the OCC; and (iv) as disclosed in Disclosure Schedule 4.10, 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 Equity
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
Equity in connection with the solicitation of their approval of this Agreement
will, at the time such Proxy Statement is mailed or at the time of the meeting
of shareholders of Equity 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

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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 Equity. (a) During the period
from the date of this Agreement to the Effective Time of the Merger, Equity
shall and shall cause each of its Subsidiaries to (i) conduct its business in
the usual, regular and ordinary course consistent with past practice and prudent
banking principles, (ii) use its reasonable 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 Equity 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 as
contemplated by this Agreement, or as disclosed in Disclosure Schedule 5.1(b)
hereto, Equity shall not and it shall not permit any of its Subsidiaries,
without the prior written consent of SouthTrust, which will not be unreasonably
withheld or delayed, to:

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

(ii) change the number of shares of the authorized, issued or
outstanding capital stock of Equity, 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 Equity,
declare, set aside or pay any dividend or other distribution
with respect to the outstanding capital stock of Equity,
provided, however, that those Equity Options that have
previously been granted may be exercised by the holder's
thereof to the extent then exercisable in accordance with the
terms of such option grants;

(iv) make any capital expenditures individually in excess of
$25,000, or in the aggregate in excess of $50,000 other than
pursuant to binding commitments existing on June 30, 1996 and
disclosed in a Disclosure Schedule delivered pursuant to
Article III of this Agreement or in the annexed Disclosure
Schedule 5.1(b)(iv) and other than expenditures necessary to
maintain existing assets in good repair;

(v) except as provided herein to the contrary or as reflected in
Disclosure Schedule 5.1(b)(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

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enforceable written employment agreement and except in a
manner consistent with past practice, which, in any event,
except as reflected in Disclosure Schedule 5.1(b)(vi) will not
exceed an aggregate of $65,000; enter into any new, or amend
in any respect any existing, employment, consulting,
non-competition or independent contractor agreement with any
person; alter the terms of any existing incentive bonus or
commission plan; adopt any new or amend in any material
respect any existing employee benefit plan, except as may be
required by law; grant any general increase in compensation to
its employees as a class or to its officers except for
non-executive officers in the ordinary course of business and
consistent with past practices and policies or except in
accordance with the terms of an enforceable written agreement;
grant any material increases in fees or other increases in
compensation or in other benefits to any of its directors; or
effect any change in any material respect in retirement
benefits to any class of employees or officers, except as
required by law;

(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) any internal
reorganization or consolidation involving existing
Subsidiaries of Equity which has been approved in advance in
writing by SouthTrust, (B) foreclosures in the ordinary course
of business, or (C) acquisitions of control by Equity in a
fiduciary capacity.

Section 5.2 Current Information. During the period from the date of
this Agreement to the Effective Time of the Merger or the time of termination or
abandonment of this Agreement, Equity 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
Equity. Equity will promptly notify SouthTrust of any material change in the
normal course of business or the operations or the properties of Equity or any
of its Subsidiaries, any governmental complaints, investigations or hearings (or
communications indicating that the same may be contemplated) affecting Equity or
any of its Subsidiaries, the institution or the threat of material litigation,
claims, threats or causes of action involving Equity or any of its Subsidiaries,
and will keep SouthTrust fully informed of such events. Equity will furnish to
SouthTrust, promptly after the preparation and/or receipt by Equity 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 Equity and the Call Reports of
Equity.

Section 5.3 Access to Properties; Personnel and Records. (a) So long as
this Agreement shall remain in effect, Equity and its Subsidiaries shall permit
SouthTrust or its agents full access, during normal business hours, to the
properties of Equity and its Subsidiaries, 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 Equity or any of its Subsidiaries, 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 Equity and its Subsidiaries shall use their reasonable
best efforts to provide SouthTrust and its representatives access to the work
papers of Equity's accountants. Equity and its Subsidiaries 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 Equity and its Subsidiaries shall
cooperate, to the extent it does not incur undue cost, with SouthTrust in
seeking to obtain Consents from appropriate parties under whose rights or
authority access is otherwise restricted. The foregoing rights granted to
SouthTrust shall not, whether or not and regardless of the extent to which the
same are exercised, affect the representations and warranties

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made in this Agreement by Equity and its Subsidiaries.

(b) All information furnished by the parties hereto pursuant
to this Agreement or pursuant to the parties' Confidentiality Agreement dated
August 1, 1996 (which shall survive the execution and any termination of 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 of any such required disclosure. Each party
hereto acknowledges and agrees that a breach of any of their respective
obligations under this Section 5.3 would cause the other irreparable harm for
which there is no adequate remedy at law, and that, accordingly, each is
entitled to injunctive and other equitable relief for the enforcement thereof in
addition to damages or any other relief available at law.

Section 5.4 Approval of Shareholders. Equity 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
Equity will recommend to its shareholders the approval of this Agreement and the
transactions contemplated hereby and Equity will use its best efforts to obtain
the necessary approvals by its shareholders of this Agreement and the
transactions contemplated hereby. SouthTrust covenants to obtain all shareholder
and similar consents required with respect to ST-FL and ST-Bank prior to the
Effective Time of the Merger.

Section 5.5 No Other Bids. Equity, 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 Equity or any of its
Subsidiaries, to solicit or encourage, including by way of furnishing
information, any inquiries or the making of any proposal which may reasonably be
expected to lead to any takeover proposal with respect to Equity. Except to the
extent necessary to comply with the fiduciary duties of the Board of Directors
of Equity and as advised by counsel neither Equity nor any director, officer
or other agent of Equity or any representative thereof, shall furnish any
non-public information that it is not legally obligated to furnish, negotiate
with respect to or enter into any contract or agreement with respect to any
takeover proposal, but Equity may communicate information about such a takeover
proposal to its shareholders if and to the extent that it is required to do so
in order to comply with its legal obligations as advised by counsel. Equity
shall promptly advise SouthTrust orally and in writing of any such inquiries or
proposals received by Equity 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 Equity or any of its Subsidiaries or for the acquisition
of a significant equity interest in Equity or any of its Subsidiaries or for the
acquisition of a significant portion of the assets of Equity or any of its
Subsidiaries.

Section 5.6 Notice of Deadlines. Equity shall use its best efforts to
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 Equity 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, Equity shall deliver to SouthTrust a letter
identifying all persons who are, at the time this Agreement is submitted for
approval to the shareholders of Equity, "affiliates" of Equity for purposes of
the Securities Act of 1933. In addition, Equity shall use its reasonable efforts
to cause each person who is an "affiliate" in the letter referred to above to
deliver to SouthTrust

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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 Equity 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 until such time as the financial results covering at least thirty
(30) days of combined operations of SouthTrust and Equity 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 Equity
in exchange for the Equity Shares shall not be transferable until such time as
the financial results covering at least thirty (30) days of combined operations
of SouthTrust and Equity have been published within the meaning of Section
201.01 of the SEC's Codification of Financial Reporting Policies regardless of
whether each such person has provided the written agreement referred to in this
Section 5.7.

Section 5.8 Maintenance of Properties. Equity and its Subsidiaries will
maintain their respective properties and assets in satisfactory condition and
repair for the purposes for which they are intended in all material respects,
ordinary wear and tear excepted.

Section 5.9 Environmental Audits. At the election of SouthTrust made by
notice given to Equity at least 60 days before the Effective Time of the Merger,
Equity will, at its own expense, with respect to each parcel of real property
that Equity or any of its Subsidiaries owns, leases or subleases, procure and
deliver to SouthTrust, at least thirty (30) days prior to the Effective Time of
the Merger, an environmental audit, which audit shall be reasonably acceptable
to and shall be conducted by a firm reasonably acceptable to SouthTrust.

Section 5.10 Title Insurance. At the election of SouthTrust made by
notice given to Equity at least 60 days before the Effective Time of the Merger,
Equity will, at its own expense, with respect to each material parcel of real
property that Equity or any of its Subsidiaries owns, leases or subleases,
procure and deliver to SouthTrust, at least thirty (30) days prior to the
Effective Time of the Merger, owner's title insurance issued in such amounts and
by such insurance company reasonably acceptable to SouthTrust, which policy
shall be free of all material exceptions to SouthTrust's reasonable
satisfaction.

Section 5.11 Surveys. At the election of SouthTrust made by notice
given to Equity at least 60 days before the Effective Time of the Merger, with
respect to each material parcel of real property as to which a title insurance
policy is to be procured pursuant to Section 5.10, Equity, at its own expense,
will procure and deliver to SouthTrust at least thirty (30) days prior to the
Effective Time of the Merger, a survey of such real property, which
survey shall be reasonably acceptable to and shall be prepared by a licensed
surveyor reasonably acceptable to SouthTrust, disclosing the locations of all
improvements, easements, sidewalks, roadways, utility lines and other matters
customarily shown on such surveys and showing access affirmatively to public
streets and roads and providing the legal description of the property in a form
suitable for recording and insuring the title thereof (the "Survey"). The Survey
shall not disclose any survey defect or encroachment from or onto such real
property that has not been cured or insured over prior to the Effective Time of
the Merger.

Section 5.12 Compliance Matters. Prior to the Effective Time of the
Merger, Equity shall take, or cause to be taken, all steps reasonably requested
by SouthTrust to cure any deficiencies in regulatory compliance by Equity or any
of its Subsidiaries, including compliance with Regulations Z and CC of the FRB;
provided that neither SouthTrust, ST-FL, nor ST-Bank shall be responsible for
discovering or have any obligation to disclose the existence of such defects to
Equity nor shall SouthTrust, ST-FL, or ST-Bank have any liability resulting from
such deficiencies or attempt to cure them.

Section 5.13 Exemption Under Anti-Takeover Statutes. Prior to the
Effective Time of the Merger, Equity 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.

Section 5.14 Sale of the Galen Medical Building. During the period from
the date of this Agreement to the Effective Time of the Merger, Equity agrees to
cause its Subsidiary, EBMW Corporation, to either (a) sell, transfer,

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convey or otherwise dispose of that piece of other real estate owned known as
the Galen Medical Building for an amount at least equal to its book value as set
forth on the most recent Financial Statements of Equity prepared prior to the
consummation of such sale (the "Galen Book Value") or (b) enter into a contract,
the terms of which are acceptable to SouthTrust, ST-FL and ST-Bank, for the
sale, transfer, conveyance or disposal of the Galen Medical Building (the sale
or contract for sale occurring pursuant to this Section 5.14(b) shall be known
as the "Galen Sale"). Equity agrees that any such contract will provide for the
consummation of the Galen Sale no later than six months after the Effective Time
of the Merger. The aggregate net rental income accrued with respect to the Galen
Medical Building by Equity (whether directly or through its subsidiary, EBMW
Corporation) from June 30, 1996 through the first to occur of the Effective Time
of the Merger or the Closing of the Galen Sale, shall be deducted from the Galen
Book Value, and the Galen Book Value, as reduced by such amount of net income,
shall be referred to as the "Adjusted Galen Book Value". If the Galen Sale
(whether consummated before or after the Effective Time of the Merger) is for a
sale price that is less than the Adjusted Galen Book Value, then the Conversion
Ratio shall be appropriately reduced. In order to calculate this reduction, the
difference between the sale price and the Adjusted Galen Book Value shall be
divided by the price of SouthTrust Shares determined under Section 2.3 of this
Agreement, and the result shall be the number of SouthTrust Shares to be
deducted from the aggregate number of SouthTrust Shares to be delivered upon
conversion of all Equity Shares. If the Conversion Ratio is adjusted pursuant to
this Section, the adjustment shall be carried out to four (4) decimal places and
then rounded.

Section 5.15 Disposal of Impermissible Equity Investments. During the
period from the date of this Agreement to the Effective Time of the Merger,
Equity agrees to cause all of its Subsidiaries, including but not limited to,
EBRC Corporation and EBSW Corporation, to effect the sale, transfer, conveyance
or disposal, pursuant to the terms of 12 CFR ss. 362.3(c), of the impermissible
equity investments currently held by them, such sale, transfer, conveyance or
disposal to take place prior to the Effective Time of the Merger.

Section 5.16 Options. At the Effective Time of the Merger, all
outstanding options to purchase Equity Shares shall be converted into options to
purchase SouthTrust Shares as provided in Section 2.2 hereof.

Section 5.17 Conforming Accounting and Reserve Policies. At the request
of SouthTrust, Equity shall immediately prior to Closing establish and take such
reserves and accruals as SouthTrust reasonably shall request to conform Equity's
loan, accrual, reserve and other accounting policies to the policies of ST-Bank,
provided however, such requested conforming adjustment shall not be taken into
account as having a material adverse effect on the Condition of Equity on a
consolidated basis.

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS

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

Section 6.2 Regulatory Matters. (a) Promptly following the execution
and delivery of this Agreement, SouthTrust and Equity 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 Equity. Each of the
parties shall have the right to review and approve in advance, which approval
shall not be unreasonably withheld, any filing made with, or written material
submitted to, any government

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agency in connection with the transactions contemplated by this Agreement.

(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
Equity or any of its Subsidiaries 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 Equity as of the Effective Time of the
Merger or as promptly as practicable thereafter. Following the termination of
all such plans, and except as otherwise provided in Section 6.3(c) below,
SouthTrust agrees that the officers and employees of Equity 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 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 Equity'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) except as otherwise provided in Section 6.3(c)
below, credit for each such employee's past service with
Equity or any of its Subsidiaries 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.

(c) The parties further agree that the Equity 401(k) Plan will
either be merged into the SouthTrust Corporation Employee's Profit Sharing Plan
(the "STPS Plan") effective as of January 1 of the year following the Effective
Term of the Merger or, if so elected by SouthTrust, terminated as of a date
prior to, on or after the Effective Time of the Merger and prior to such
January 1. The determination as to whether the Equity 401(k) Plan shall be
terminated or merged into the STPS Plan shall be made by SouthTrust. From and
after the January 1 following the Effective Time of the Merger, for purposes
of determining eligibility to participate in, and vesting in accrued benefits
under the STPS Plan employment by Equity shall be credited as if it were
employment by SouthTrust, but such service shall not be credited for purposes
of determining benefit accrual under the STPS Plan.

Section 6.4 Indemnification; Insurance. (a) SouthTrust shall, and shall
cause the Surviving Corporation to, indemnify, defend and hold harmless the
present and former officers and directors of Equity (each, an "Indemnified
Party") after the Effective Time of the Merger against all losses, expenses
(including reasonable attorney's fees), claims, damages or liabilities
(collectively, "Costs") arising out of or incurred in connection with (A)
actions or omissions occurring on or prior to the Effective Time of the Merger
(including, without limitation, the transactions contemplated

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by this Agreement) to the full extent then permitted under, and in accordance
with the terms and conditions of, the Florida Business Corporation Act and by
the Articles of Incorporation and Bylaws of Equity as in effect on the date
hereof, including provisions relating to advances of expenses incurred in the
defense of any action or suit, and (B) any untrue or misleading statement (or
alleged untrue or misleading statement) of a material fact contained in the
Registration Statement, Proxy Statement or any regulatory filing prepared in
connection with the Merger, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not untrue or misleading; provided, however, that SouthTrust
shall not be liable to the extent that any Costs arise out of or are based on
any untrue or misleading statement or omission, or alleged untrue or misleading
statement or omission, made in the Proxy Statement in reliance upon and in
conformity with information furnished by or on behalf of Equity. An Indemnified
Party must give SouthTrust notice of a claim for which indemnity will be sought
prior to the third anniversary of the Effective Term of the Merger.

(b) Equity 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
Equity 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.

(c) If the Surviving Corporation or SouthTrust or any of its
successors or assigns (A) shall consolidate with or merge into any other
corporation or entity and shall not be the continuing or surviving corporation
or entity of such consolidation or merger, or (B) shall transfer all or
substantially all of its properties and assets to any individual, corporation or
other entity, then and in each such case, SouthTrust shall cause the Surviving
Corporation to cause or SouthTrust shall cause proper provision to be made so
that the successors and assigns of the Surviving Corporation or of SouthTrust
shall assume the obligations set forth in this Section 6.4.

(d) Any party indemnified pursuant to this Agreement is
referred to herein as an "Indemnified Party," and the party obligated to provide
the Indemnified Party with indemnification is referred to as an "Indemnifying
Party." Any Indemnified Party wishing to claim indemnification under this
section shall promptly notify the Indemnifying Party of the event giving rise to
an Indemnification right hereunder, but the failure to notify shall not relieve
the Indemnifying Party of any liability it may have to such Indemnified Party,
except to the extent that the same materially prejudices the Indemnifying Party.
In the event of any legal action (whether arising before or after the Effective
Time of the Merger) in connection with which there is an Indemnification right
hereunder, (A) the Indemnifying Party shall have the right to assume the defense
thereof through counsel reasonably satisfactory to the Indemnified Party, and
the Indemnifying Party shall not be liable to such Indemnified Party for any
legal expenses of other counsel or any other expenses subsequently incurred by
such Indemnified Party in connection with the defense thereof, except that if
the Indemnifying Party elects not to assume such defense, or counsel for the
Indemnified Party advises that there are issues which raise conflicts of
interest between the Indemnifying Party and the Indemnified Party, the
Indemnified Party may retain counsel which is reasonably satisfactory to the
Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements
therefor are received, the reasonable fees and expenses of such counsel for the
Indemnified Party (which may not exceed one firm in any jurisdiction unless the
use of one counsel for such Indemnified Party would present such counsel with a
conflict of interest), (B) the Indemnified Party will cooperate in the defense
of any such matter, and (C) the Indemnifying Party shall not be liable for any
settlement effected without its prior written consent (such consent not to be
unreasonably withheld or delayed).

(e) SouthTrust shall use its reasonable efforts (and Equity
shall cooperate prior to the Effective Time of the Merger in these efforts) to
maintain in effect for a period of three years after the Effective Time of the
Merger Equity's existing directors' and officers' liability insurance policy
(provided that SouthTrust may substitute therefor (i) policies of at least the
same coverage and amount containing terms and conditions which are substantially
no less advantageous or (ii) with the consent of Equity given at or prior to the
Effective Time of the Merger, any other policy)

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with respect to claims arising from facts or events which occurred at or prior
to the Effective Time of the Merger and covering persons who are currently
covered by such insurance; provided that SouthTrust shall not be obligated to
make premium payments for such three-year period in respect of such policy (or
coverage replacement of such policy) which exceed, for the portion related to
Equity's directors and officers, 150% of the annual premium payments on Equity's
current policy in effect as of the date of this Agreement.

(f) The provisions of this Section 6.4 are intended to
benefit, and shall be fully enforceable directly by, each Indemnified Party, and
SouthTrust shall, and shall cause the Surviving Corporation to, enter into
indemnification agreements with the Indemnified Parties that reflect the terms
of this Section 6.4.

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 Equity and to
report with respect to the general status and the ongoing operations of
SouthTrust. Upon request by Equity, SouthTrust shall deliver to Equity copies of
its periodic and other public reports and filings, including filings with
regulatory authorities concerning the Merger.

Section 6.6 Registration Statement. As soon as practicable after the
execution of this Agreement, SouthTrust shall file a Registration Statement on
Form S-4 relating to the SouthTrust Shares issuable in the Merger with the SEC
and any required state securities authority. SouthTrust shall take all
appropriate steps and will use its best efforts to cause such Registration
Statement to become effective with the SEC and any such state securities
authority prior to the Effective Time of the Merger, which Registration
Statement shall permit all the shareholders of Equity who receive SouthTrust
Shares in the Merger to receive unlegended, freely transferable securities;
provided, however, that certain of such shares shall be subject to restrictions
on their transfer by certain former shareholders of Equity as set forth in
Section 5.7 hereof. Further, SouthTrust shall cause the SouthTrust Shares
issuable in the Merger to be listed on NASDAQ and any other market or exchange
on which SouthTrust Shares are traded at and subsequent to the Effective Time of
the Merger, so that the same shall be eligible for sale through the facilities
of NASDAQ and any other such market or exchange. Equity will furnish to
SouthTrust the information required to be included in the Registration Statement
with respect to its business and affairs before it is filed with the SEC and
again before any amendments are filed. SouthTrust shall take all actions
required to qualify or obtain exemptions from such qualifications for the
SouthTrust Shares to be issued in connection with the transactions contemplated
by this Agreement under applicable federal securities laws and state blue sky
securities laws, as appropriate.

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

Section 6.8 Shareholder Approval. ST-FL shall procure the affirmative
vote of its sole shareholder approving the adoption of this Agreement and
approving the Merger in accordance with applicable laws.

Section 6.9 Board of Director Approval. The Boards of Directors of
SouthTrust, ST-FL and ST-Bank have duly and validly authorized by all necessary
corporate action, the execution, delivery and performance of this Agreement and
the consummation of the Merger and the other transactions provided for under
this Agreement.

Section 6.10 Execution of Stock Option Agreement. Concurrently with the
execution of this Agreement and as a condition thereto, Equity and SouthTrust
shall execute and deliver a Stock Option Agreement in substantially the form
attached hereto as Exhibit 6.10.

ARTICLE VII

MUTUAL CONDITIONS TO CLOSING

The obligations of SouthTrust, ST-FL and ST-Bank, on the one hand, and
Equity, 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:

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Section 7.1 Shareholder Approval. The Merger shall have been approved
by the requisite vote of the shareholders of Equity 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 Equity, based upon
advice of counsel, would have a material adverse effect with respect to the
interests of SouthTrust or Equity, as the case may be.

Section 7.4 Proxy Statement, Registration Statement, and Listing. The
Registration Statement shall have become effective and no stop order suspending
the effectiveness of the Registration Statement shall have been issued and no
action, suit, proceeding or investigation by the SEC to suspend the
effectiveness of the Registration Statement shall have been initiated or
threatened by the SEC or any other regulatory authority. SouthTrust shall have
received all federal and state securities laws, or "Blue Sky" permits or other
authorizations or confirmations as to the availability of exemptions from
registration requirements, as may be necessary to issue the SouthTrust Shares
pursuant to the terms of this Agreement. The SouthTrust Shares issuable
pursuant to the Merger shall have been approved for listing on NASDAQ subject
only to official notice of issuance.

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 Equity set forth in this Agreement and in any certificate or
document delivered pursuant hereto shall be true and correct as of the date of
this Agreement and as of all times up to and including the Effective Time of the
Merger (as though made on and as of the Effective Time of the Merger except to
the extent such representations and warranties are by their express provisions
made as of a specified date and except for changes therein contemplated by this
Agreement).

Section 8.2 Performance of Obligations. Equity 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. Equity
shall have delivered to SouthTrust, ST-FL 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 Equity 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 Equity 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 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 Stroock & Stroock & Lavan or other counsel to Equity
acceptable to SouthTrust as to the matters set forth in Exhibit 8.5 hereof.

Section 8.6 Consents Under Agreements. Equity 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

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permit the succession by the Surviving Corporation to any obligation, right or
interest of Equity 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. The parties hereto agree that the consent
required under the lease agreement identified in Disclosure Schedule 3.7 is not
"material" for purposes of this Section 8.6.

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 Equity 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 Equity 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, whether written or oral, between Equity and any executive or
employee thereof shall be terminated in their entirety as of the Effective Time
of the Merger, and at the election of SouthTrust, replacement employment
agreements, which are satisfactory to SouthTrust and such employees, between
each of such executives or employees and SouthTrust or the Surviving Corporation
shall have been executed and delivered.

Section 8.9 Acknowledgment of Option Conversion. Each Equity Option
shall be canceled and terminated as of the Effective Time of the Merger and each
holder of an Equity Option outstanding immediately prior to the Effective Time
of the Merger shall have executed and delivered to SouthTrust such documents as
SouthTrust, with the advice of counsel, may deem necessary to effectuate the
cancellation and termination of such Equity Options and the release of any
rights under the Equity Options and the Equity Stock Option Plans.

Section 8.10 Outstanding Shares of Equity. The total number of Equity
Shares outstanding as of the Effective Time of the Merger and the total number
of Equity Shares covered by any option, warrant, commitment, or other right or
instrument to purchase or acquire any Equity Shares that are outstanding and
fully exercisable as of the Effective Time of the Merger, including any
securities or rights convertible into or exchangeable for Equity Shares, shall
not exceed 478,286 shares in the aggregate.

Section 8.11 Dissenters. The holders of not more than ten percent (10%)
of the outstanding Equity 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 8.12 Certification of Claims. Equity shall have delivered a
certificate to SouthTrust that Equity is not aware of any pending or threatened
claim under the directors and officers insurance policy or the fidelity bond
coverage of Equity.

Section 8.13 Disposal of Properties. Equity shall have sold or arranged
for the sale of the Galen Medical Building in accordance with the provisions of
Section 5.14 herein, and shall have completed the disposal of the impermissible
investments in EBRC Corporation and EBSW Corporation in accordance with the
provisions of Section 5.15 herein. Equity shall have delivered a certificate to
SouthTrust that both of these conditions have been satisfied.

Section 8.14 Certification of Loan Commitments. Equity shall have
delivered a certificate to SouthTrust setting forth and describing the
commitments or arrangements to extend credit to any person or entity, whether
written or oral, made within 45 days prior to the Effective Time of the Merger,
which remain unfunded as of the Effective Time of the Merger.

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ARTICLE IX

CONDITIONS TO OBLIGATIONS OF EQUITY

The obligation of Equity 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 Equity 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 Equity that any fact, event or condition exists or has occurred
that, in the judgment of Equity, (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 Equity, individually or in the aggregate, have a
material adverse effect upon the consummation of the transactions contemplated
hereby.

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

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

Section 9.8 Price Condition. The Weighted Average Sales Price of the
SouthTrust Shares shall be not less than $28.50 per share. "Weighted Average
Sales Price" means the quotient of (a) the sum of the Daily Price Factors
determined for the twenty (20) consecutive trading days immediately preceding
the Effective Time of the Merger, divided by (b) the number of SouthTrust Shares
traded during the twenty (20) consecutive trading days immediately preceding the
Effective Time of the Merger. "Daily Price Factor" means the product of (i) the
number of SouthTrust Shares traded on a trading day, multiplied by (ii) the
price of SouthTrust Shares, determined as provided in Section 2.3 hereof, on
such trading day.

Section 9.9 Tax Opinion. Equity shall have received an opinion of
Bradley, Arant, Rose & White on or before the date on which the Proxy Statement
of Equity is to be mailed to holders of Equity Shares, to the effect, among
others, that the Merger will constitute a tax-free reorganization within the
meaning of Section 368 of the Code and that no gain or loss will be recognized
by the shareholders of Equity to the extent that they receive SouthTrust Shares
in exchange for their Equity Shares in the Merger.

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Section 9.10 Fairness Opinion. Equity shall have obtained an opinion,
dated within 10 days prior to the date of the Proxy Statement, from a firm
selected by it that the terms of the Merger are fair to Equity shareholders from
a financial point of view (the "Equity Fairness Opinion").

Section 9.11 Severance Agreements. The Surviving Corporation shall have
entered into and delivered those certain Severance Agreements with Messrs. Brier
and Caughlin substantially in the form of Exhibit 9.11 hereto.

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 Equity; or

(b) by SouthTrust, ST-FL, ST-Bank or Equity if the Merger
shall not have occurred on or prior to June 30, 1997, 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);

(c) by SouthTrust or Equity (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 Equity set
forth in the Agreement or is a material breach of any covenant or agreement of
Equity 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
Equity on a consolidated basis or upon the consummation of the transactions
contemplated by the Agreement, (C) 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 Equity if (i) Equity shall have determined that any
fact, event or condition exists that, in the judgment of Equity, (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) Equity shall have determined that any fact, event or
condition exists that, in the judgment of Equity, 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 (except for any liability of any party then in
breach), 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

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subsequent writing signed by each of SouthTrust, ST-FL, ST-Bank and Equity.

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 Equity, 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 Equity shall survive the
Merger; provided, however, that (a) Sections 5.3(b), 6.3(b), 6.4 and 6.6 of this
Agreement shall survive the Merger, and (b) 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, Equity (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 Equity 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 Equity, 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, Equity and/or its
representatives knew or should have known that any such representation or
warranty was, is, might be or might have been inaccurate in any respect.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement. This Agreement and the documents
referred to herein contain the entire agreement among SouthTrust, ST-FL, ST-Bank
and Equity with respect to the transactions contemplated hereunder and this
Agreement supersedes all prior arrangements or understandings with respect
thereto, whether written or oral. 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 Equity:

Equity Bank
5030 Linton Boulevard
Delray Beach, Florida 33484
Attention: Charles E. Brier
Fax (561) 496-1336

with a copy to:

Stroock & Stroock & Lavan
3300 First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131-2385
Attention: Michael Basile

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Fax (305) 789-9302

If to ST-Bank, ST-FL or SouthTrust, then to:

SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Attention: Mr. Frederick W. Murray, Jr.
Fax (205) 254-5022

with a copy to:

Bradley, Arant, Rose & White
1400 Park Place Tower
2001 Park Place
Birmingham, Alabama 35203
Attention: C. Larimore Whitaker, Esq.
Fax (205) 252-0264

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

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 Equity 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

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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. Unless
expressly provided otherwise in this Agreement, references to a party's
"judgment" mean that party's reasonable judgment, and references to the
"approval" or "consent" of a party mean that party's approval or consent which
shall not be unreasonably withheld.

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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]
EQUITY BANK

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

/s/ Marcia A. Wood
- -----------------------
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/ Charles E. Hughes
--------------------------------------------
ATTEST: Its Chief Executive Officer

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

[CORPORATE SEAL]

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SOUTHTRUST CORPORATION

By: /s/ Alton E. Yother
--------------------------------------------
ATTEST: Its Senior 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
EQUITY BANK

LIST OF SCHEDULES

Disclosure Schedule 2.2
Disclosure Schedule 3.3(e)
Disclosure Schedule 3.4
Disclosure Schedule 3.5
Disclosure Schedule 3.6(b)
Disclosure Schedule 3.7
Disclosure Schedule 3.10
Disclosure Schedule 3.11
Disclosure Schedule 3.12(a)
Disclosure Schedule 3.13(a)
Disclosure Schedule 3.14(a)
Disclosure Schedule 3.14(b)
Disclosure Schedule 3.16
Disclosure Schedule 3.20
Disclosure Schedule 3.22
Disclosure Schedule 3.23
Disclosure Schedule 4.5
Disclosure Schedule 4.8
Disclosure Schedule 4.10
Disclosure Schedule 5.1(b)

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<PAGE> 145
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 to Agreement and Plan of Merger (the "Amendment")
is made this 17th day of January, 1997, by and between Equity Bank, a Florida
banking corporation ("Equity") and SouthTrust Bank of Florida, National
Association, a national banking association ("ST-Bank") and joined in by
SouthTrust of Florida, Inc., a Florida corporation ("ST-FL") and SouthTrust
Corporation, a Delaware corporation ("SouthTrust").

WHEREAS, Equity, ST-Bank, ST-FL and SouthTrust wish to amend that
certain Agreement and Plan of Merger dated October 25, 1996, by and between
Equity and ST-Bank joined into by ST-FL and SouthTrust (the "Merger Agreement")
as set forth herein;

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

1. Amendment to Section 2.2. The Merger Agreement is hereby
amended by deleting subsections (a), (b) and (c) of Section 2.2 therein in
their entirety and inserting in their place and stead the following:

(a) As of the Effective Time of the Merger, all rights with respect
to the Equity Shares issuable pursuant to the exercise of stock
options (the "Equity Options") granted by Equity pursuant to stock
option plans or employment agreements of Equity (the "Equity Stock
Option Plans"), and held by each participant thereunder, which Equity
Options are listed and described in Disclosure Schedule 2.2 hereof and
which are outstanding at the Effective Time of the Merger, whether or
not each such Equity Options are then exercisable, shall, subject to
this section, be converted into and become rights with respect to
SouthTrust Shares, and shall be assumed by ST-FL in accordance with all
of the terms and conditions of the particular Equity Stock Option Plan
under which such Equity Options were issued and the stock option
agreement by which such Equity Options are evidenced, including the
terms of such Equity Stock Option Plans which provide for automatic
acceleration of the vesting and exercise of such Equity Options upon a
merger or consolidation of Equity, expect that from and after the
Effective Time of the Merger, Equity Options shall be exercisable to
acquire SouthTrust Shares in lieu of Equity Shares, as set forth in
this Section. From and after the Effective Time of the Merger, (i)
each Equity Option assumed by ST-FL hereunder may be exercised solely
to purchase SouthTrust Shares, which SouthTrust Shares, prior to the
exercise of each Equity Option, either shall be transferred to ST-FL by
SouthTrust or ST-FL shall purchase such SouthTrust Shares from
SouthTrust in exchange for a purchase price in cash or its equivalent
equal to the last sale price of the SouthTrust Shares, as reported by
NASDAQ (as hereinafter defined) as of the last trading day prior to the
transfer of the SouthTrust Shares to ST-FL or, at ST-FL's election, the
last trading day prior to the exercise of each such Equity Option, (ii)
the number of SouthTrust Shares subject to such Equity Option shall be
equal to the number of Equity Shares subject to such Equity Option
immediately prior to the Effective Time of the Merger multiplied by the
Conversion Ratio and (iii) the per share exercise price under each such
Equity Option shall be adjusted by dividing the per share exercise
price under each such Equity Option by the Conversion Ratio and
rounding down to the

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<PAGE> 146
nearest cent. The exercise price of an Equity Option shall not be affected by
any purchase price paid by ST-FL to SouthTrust for the SouthTrust Shares
issuable upon exercise of the Equity Option.

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

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

2. Subsections (d), (e), and (f) of Section 2.2 shall remain in full force
and effect as set forth in the Merger Agreement.

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

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

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

[CORPORATE SEAL]

EQUITY BANK

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

ATTEST:

By:__________________________
Its:_________________________

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<PAGE> 147
[CORPORATE SEAL]
* SOUTHTRUST BANK OF FLORIDA,
NATIONAL ASSOCIATION

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

ATTEST:

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

[CORPORATE SEAL]
SOUTHTRUST OF FLORIDA, INC.

By: /s/ ALTON E. YOTHER
----------------------------------
Alton E. Yother
Its Vice President

ATTEST:

By: /s/ AUBREY D. BARNARD
---------------------------
Its Assistant Secretary

[CORPORATE SEAL]
SOUTHTRUST CORPORATION

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

ATTEST:

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

A-39
<PAGE> 148
EXHIBIT B

STOCK OPTION AGREEMENT

This STOCK OPTION AGREEMENT, dated as of October 25, 1996 (the
"Agreement"), is by and between Equity Bank, a Florida banking corporation
("Issuer"), and SouthTrust Corporation, a Delaware corporation ("Grantee").

WHEREAS, Issuer and SouthTrust Bank of Florida, National Association,
a national banking association ("ST-Bank"), have entered into an Agreement and
Plan of Merger dated as of October 25, 1996 (the "Merger Agreement") and joined
in by Grantee and SouthTrust of Florida, Inc., a Florida corporation and a
wholly-owned subsidiary of Grantee ("ST-Sub") providing for, among other
things, the merger of Issuer with and into ST-Bank, with ST-Bank as the
surviving institution; and

WHEREAS, as a condition and inducement to Grantee's execution of the
Merger Agreement, Grantee has required that Issuer agree, and Issuer has
agreed, to grant Grantee the Option (as defined below);

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein and in
the Merger Agreement, and intending to be legally bound hereby, Issuer and
Grantee agree as follows:

1. Defined Terms. Capitalized terms which are used but not defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.

2. Grant of Option. Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the "Option") to
purchase up to 116,059 shares (the "Option Shares") of Common Stock of Issuer,
par value $3.00 per share ("Issuer Common Stock"), at a purchase price per
Option Share (the "Purchase Price") equal to $28.875; provided, however, that in
no event shall the number of shares of Issuer Common Stock for which this Option
is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of
Common Stock. The number of shares of Issuer Common Stock that may be received
upon the exercise of the Option and the Purchase Price are subject to adjustment
as herein set forth.

3. Exercise of Option.

(a) Provided that (i) none of Grantee, ST-Sub or ST-Bank shall be in
material breach of the agreements or covenants contained in this Agreement or
the Merger Agreement, and (ii) no preliminary or permanent injunction or other
order against the delivery of the Option Shares issued by any court of competent
jurisdiction in the United States shall be in effect, Grantee may exercise the
Option, in whole or in part, at any time and from time to time, but only
following the occurrence of a Purchase Event (as defined below); provided that
any purchase of Option Shares upon exercise of the Option shall be subject to
compliance with applicable law, including, without limitation, the

B-1
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Bank Holding Company Act of 1956, as amended (the "BHCA"). The rights set forth
in Section 8 shall terminate when the right to exercise the Option terminates
(other than as a result of a complete exercise of the Option) as set forth
herein. Notwithstanding any conflicting provisions in the Merger Agreement, the
Option shall terminate upon the first to occur of the following (the
"Termination Date"): (i) the Effective Time of the Merger, (ii) the material
breach or default of any party to the Merger Agreement other than Issuer; (iii)
the termination by the Issuer of the Merger Agreement pursuant to Section
10.1(c) thereof (excluding, however, any such termination based in whole or in
part on Sections 9.6, 9.9, 9.10 or 9.11); or (iv) the expiration of one year
after the occurrence of any Purchase Event or Preliminary Purchase Event.

(b) As used herein, a "Purchase Event" means any of the following
events:

(i) Without Grantee's prior written consent, and otherwise
than as contemplated by the Merger Agreement, Issuer shall have
authorized, recommended, publicly proposed or publicly announced an
intention to authorize, recommend or propose, or entered into a
agreement with any person (other than Grantee or any subsidiary of
Grantee) to effect an Acquisition Transaction (as defined below). As
used herein, the term "Acquisition Transaction" shall mean (A) a
merger, consolidation or similar transaction involving Issuer or any of
its subsidiaries (other than transactions solely between Issuer's
subsidiaries), (B) the disposition, by sale, lease, exchange or
otherwise, but excluding sales of loans or participations in loans
substantially in accordance with Issuer's past practices or in
securitization transactions, of assets of Issuer or any of its
subsidiaries representing in either case 25% or more of the
consolidated assets of Issuer and its subsidiaries or (C) the issuance,
sale or other disposition of (including by way of merger,
consolidation, share exchange or any similar transaction) securities
representing 25% or more of the voting power of Issuer or any of its
significant subsidiaries; or

(ii) any person (other than Grantee or any subsidiary of
Grantee) shall have acquired beneficial ownership (as such term is
defined in Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of, or the right to acquire
beneficial ownership of, or any "group" (as such term is defined under
the Exchange Act) shall have been formed which beneficially owns or has
the right to acquire beneficial ownership of, 25% or more (or, if such
person or group is the beneficial owner of 25% or more on the date
hereof, such person or group acquires an additional 10% or more) of the
voting power of Issuer or any of its significant subsidiaries.

(i) any person (other than Grantee or any subsidiary of
Grantee) shall have commenced (as such term is defined in Rule 14d-2
under the Exchange Act) or shall have filed a registration statement
under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to a tender offer or exchange offer to purchase any shares
of Issuer Common Stock such that, upon consummation of such offer, such
person would own or control 25% or more of the then outstanding shares
of Issuer Common Stock (such an offer being referred to herein as a
"Tender Offer" or an "Exchange Offer", respectively); or

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(ii) the holders of Issuer Common Stock shall not have approved the
Merger Agreement at the meeting of such shareholders held for the
purpose of voting on the Merger Agreement, such meeting shall not have
been held or shall have been canceled prior to termination of the
Merger Agreement or Issuer's Board of Directors shall have withdrawn
or modified in a manner adverse to Grantee the recommendation of
Issuer's Board of Directors with respect to the Merger Agreement, in
each case, after it shall have been publicly announced that any person
(other than Grantee or any subsidiary of Grantee) shall have (A) made,
or disclosed an intention to make, a proposal to engage in an
Acquisition Transaction, (B) commenced a Tender Offer or filed a
registration statement under the Securities Act with respect to an
Exchange Offer or (C) filed an application (or given a notice), under
Florida banking or corporate law, the BHC Act, the Bank Merger Act or
the Change in Bank Control Act of 1978 for approval to engage in an
Acquisition Transaction.

As used in this Agreement, "person" shall have the meaning specified in Sections
3(a)(9) and 13(d)(3) of the Exchange Act.

(d) Issuer shall notify Grantee promptly in writing of the occurrence
of any Preliminary Purchase Event or Purchase Event, it being understood that
the giving of such notice by Issuer shall not be a condition to the right of
Grantee to exercise the Option.

(e) In the event Grantee wishes to exercise the Option, it shall send
to Issuer a written notice (the date of which being herein referred to as the
"Notice Date") specifying (i) the total number of Option Shares it intends to
purchase pursuant to such exercise and (ii) subject to the next sentence, a
place and date not earlier than three business days nor later than 15 business
days after the Notice Date for the closing (the "Closing") of such purchase (the
"Closing Date"). If prior notification to or consent of any regulatory authority
is required in connection with such purchase, then, notwithstanding the prior
occurrence of the Termination Date, the Closing Date shall be extended (so long
as that Notice Date is prior to the Termination Date) for such period as shall
be necessary to enable such prior notification or consent to occur or to be
obtained (and the expiration of any mandatory waiting period). Issuer shall
cooperate with Grantee in the filing of any applications or documents necessary
to obtain any required consent or in connection with any required prior
notification and the Closing shall occur immediately following receipt of such
consent (or the filing of any such prior notification and the expiration of any
mandatory waiting periods). Notwithstanding the foregoing, in no event shall any
Closing Date be more than 12 months after the related Notice Date, and if the
Closing Date shall not have occurred within 12 months after the related Notice
Date due to the failure to obtain any such required approval, the exercise of
the Option effected on the Notice Date shall be deemed to have expired.

4. Payment and Delivery of Certificates.

(a) On each Closing Date, Grantee shall (i) pay to Issuer, in
immediately available funds by wire transfer to a bank account designated by
Issuer, an amount equal to the Purchase Price multiplied by the number of Option
Shares to be purchased on such Closing Date, and (ii) present and surrender this
Agreement to the Issuer at the address of the Issuer specified herein.

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(b) At each Closing, simultaneously with the delivery of immediately
available funds and surrender of this Agreement as provided in Section 4(a)
above, (i) Issuer shall deliver to Grantee (A) a certificate or certificates
representing the Option Shares to be purchased at such Closing, which Option
Shares shall be free and clear of all liens, claims, charges and
encumbrances of any kind whatsoever except for any arising by, through or
under Grantee and subject to no preemptive rights, and (B) if the Option is
exercised in part only, an executed, new Stock Option Agreement with
the same terms as this Agreement evidencing the right to purchase the balance of
the shares of Issuer Common Stock purchasable hereunder, and (ii) Grantee shall
deliver to Issuer a letter in form reasonably satisfactory to Issuer and its
counsel agreeing that Grantee shall not offer to sell or otherwise dispose of
such Option Shares in violation of applicable federal and state law or of the
provisions of this Agreement, is purchasing Option Shares based on its own
independent investigation and not a reliance on any representation of Issuer not
set forth herein, and confirming that Grantee has full access to all information
and documents relevant to its decision to purchase the Option Shares as
aforesaid, and that the purchase of Option Shares qualifies as an exempt private
placement to an accredited investor as provided in applicable federal and state
securities laws.

(c) In addition to any other legend that is required by applicable law,
certificates for the Option Shares delivered at each Closing shall be endorsed
with a restrictive legend which shall read substantially as follows:

THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
RESTRICTIONS ARISING UNDER FEDERAL LAW, INCLUDING THE SECURITIES ACT OF 1933, AS
AMENDED, AND PURSUANT TO THE TERMS OF A STOCK OPTION AGREEMENT DATED AS OF
OCTOBER 25, 1996. A COPY OF SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF
WITHOUT CHARGE UPON RECEIPT BY THE ISSUER OF A WRITTEN REQUEST THEREFOR.

It is understood and agreed that the above legend shall be removed by delivery
of substitute certificate(s) without such legend if Grantee shall have delivered
to Issuer a copy of a letter from the staff of the Securities and Exchange
Commission (the "SEC"), or other appropriate governmental authority or an
opinion of counsel in form and substance reasonably satisfactory to Issuer and
its counsel, to the effect that such legend is not required for purposes of the
Securities Act.

(d) Upon the giving by Grantee to Issuer of the written notice of
exercise of the Option provided for under Section 3(e), the tender of the
applicable purchase price in immediately available funds and the tender of this
Agreement to Issuer and, subject to the receipt of required federal and state
law approvals, if any, Grantee shall be deemed to be the holder of record of the
shares of Issuer Common Stock issuable upon such exercise, notwithstanding that
the stock transfer books of Issuer shall then be closed or that certificates
representing such shares of Issuer Common Stock shall not then be actually
delivered to Grantee. Issuer shall pay all expenses, and any and all United
States federal, state, and local taxes and other charges that may be payable in
connection with the preparation, issuance and delivery of stock certificates
under this Section in the name of the Grantee or its assignee, transferee, or
designee provided that if the Option Shares are not to be issued in the name of
the Grantee, Grantee shall pay all stock and transfer taxes due by reason
thereof.

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(e) Issuer agrees (i) that it shall at all times maintain, free from
preemptive rights, sufficient authorized but unissued or treasury shares of
Issuer Common Stock so that the Option may be exercised without additional
authorization of Issuer Common Stock after giving effect to all other options,
warrants, convertible securities and other rights to purchase Issuer Common
Stock, (ii) that it will not, by amendment to its Certificate or Articles of
Incorporation or Bylaws or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act, avoid or seek to
avoid the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by Issuer, (iii) promptly to
take all action as may from time to time be required (including (A) complying
(if applicable) with all premerger notification, reporting and waiting period
requirements specified in 15 U.S.C. ss. 18a and regulations promulgated
thereunder and (B) in the event, under any federal law, including, without
limitation, the BHCA, or under any state law, prior notice to or consent of any
regulatory authority is necessary before the Option may be exercised,
cooperating fully with Grantee in preparing any required application or notice
and providing such information to such regulatory authority as such regulatory
authority may require) in order to permit Grantee to exercise the Option and
Issuer duly and effectively to issue shares of the Issuer Common Stock pursuant
hereto, and (iv) promptly to take all action provided herein to protect the
rights of Grantee against dilution.

5. Representations and Warranties of Issuer. Issuer hereby represents
and warrants to Grantee as follows:

(a) Due Authorization. Issuer has all requisite corporate power and
authority to enter into this Agreement and, subject to any approvals referred to
herein, to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Issuer. This Agreement has been duly executed and delivered by Issuer.

(b) Authorized Stock. Issuer has taken all necessary corporate and
other action to authorize and reserve and to permit it to issue, and, at all
times from the date hereof until the obligation to deliver Issuer Common Stock
upon the exercise of the Option terminates, will have reserved for issuance,
upon exercise of the Option, the number of shares of Issuer Common Stock
necessary for Grantee to exercise the Option, and Issuer will take all necessary
corporate action to authorize and reserve for issuance all additional shares of
Issuer Common Stock or other securities which may be issued pursuant to Section
7 upon exercise of the Option. The shares of Issuer Common Stock to be issued
upon due exercise of the Option, including all additional shares of Issuer
Common Stock or other securities which may be issuable pursuant to Section 7,
upon issuance pursuant hereto, shall be duly and validly issued, fully paid and
nonassessable, and shall be delivered free and clear of all liens, claims,
charges and encumbrances of any kind or nature whatsoever, other than those
arising by, through or under Grantee, including any preemptive right of any
shareholder of Issuer.

6. Representations and Warrants of Grantee. Grantee hereby represents
and warrants to Issuer that:

(a) Due Authorization. Grantee has all requisite corporate power and
authority to enter to this Agreement and, subject to any approvals or consents
referred to herein, to consummate the

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transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Grantee. This
Agreement has been duly executed and delivered by Grantee.

(b) Purchase Not for Distribution. This Option is not being, and any
Option Shares or other securities acquired by Grantee upon exercise of the
Option will not be, acquired with a view to the public distribution thereof and
will not be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Act or other
applicable federal law.

7. Adjustment upon Changes in Capitalization, etc.

(a) In the event of any change in Issuer Common Stock by reason of a
stock dividend, stock split, recapitalization, combination, exchange of shares
or similar transaction, the type and number of shares or securities subject to
the Option, and the Purchase Price therefor, shall be adjusted appropriately,
and proper provision shall be made in the agreements governing such transaction
so that Grantee shall receive, upon exercise of the Option, the number and class
of shares or other securities or property that Grantee would have received in
respect of Issuer Common Stock if the Option had been exercised immediately
prior to such event, or the record date therefor, as applicable. If any
additional shares of Issuer Common Stock are issued after the date of this
Agreement (other than pursuant to an event described in the first sentence of
this Section 7(a)), the number of shares of Issuer Common Stock subject to the
Option shall be adjusted so that, after such issuance, it, together with any
shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of
the number of shares of Issuer Common Stock then issued and outstanding, without
giving effect to any shares subject to or issued pursuant to the Option.

(b) In the event that, prior to the Termination Date, Issuer shall
enter into an agreement: (i) to consolidate with or merge into any person, other
than Grantee or one of its subsidiaries, and shall not be the continuing or
surviving corporation of such consolidation or merger, (ii) to permit any
person, other than Grantee or one of its subsidiaries, to merge into Issuer and
Issuer shall be the continuing or surviving corporation, but, in connection with
such merger, the then outstanding shares of Issuer Common Stock shall be changed
into or exchanged for stock or other securities of Issuer or any other person or
cash or any other property or the outstanding shares of Issuer Common Stock
immediately prior to such merger shall after such merger represent less than 50%
of the outstanding shares and share equivalents of the merged company, or (iii)
to sell or otherwise transfer all or substantially all of its assets to any
person, other than Grantee or one of its subsidiaries, then, and in each such
case, the agreement governing such transaction shall make proper provisions so
that, upon the consummation of any such transaction and upon the terms and
conditions set forth herein, the Option, notwithstanding the fact that as of the
date of consummation of such transaction the Termination Date shall have
occurred, (provided that the Notice Date occurred before the Termination Date)
shall be converted into, or exchanged for, an option (the "Substitute Option"),
at the election of Grantee, of either (x) the Acquiring Corporation (as defined
below), (y) any person that controls the Acquiring Corporation, or (z) in the
case of a merger described in clause (ii), the Issuer (in each case, such entity
being referred to as the "Substitute Option Issuer").

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(c) The Substitute Option shall have the same terms as the Option,
provided that, if the terms of the Substitute Option cannot, because of the
applicability of any law or regulation, have the exact terms as the Option, such
terms shall be as similar as possible and in no event less advantageous to
Grantee. The Substitute Option Issuer shall also enter into an agreement with
the then-holder or holders of the Substitute Option in substantially the same
form as this Agreement, which shall be applicable to the Substitute Option.

(d) The Substitute Option shall be exercisable for such number of
shares of the Substitute Common Stock (as hereinafter defined) as is equal to
the Assigned Value (as hereinafter defined) multiplied by the number of shares
of the Issuer Common Stock for which the Option was theretofore exercisable,
divided by the Average Price (as hereinafter defined). The exercise price of
each share of Substitute Common Stock subject to the Substitute Option (the
"Substitute Purchase Price") shall be equal to the Purchase Price multiplied by
a fraction in which numerator is the number of shares of the Issuer Common Stock
for which the Option was theretofore exercisable and the denominator is the
number of shares for which the Substitute Option is exercisable.

(e) The following terms have the meanings indicated:

(i) "Acquiring Corporation" shall mean (x) the continuing or
surviving corporation of a consolidation or merger with Issuer (if
other than Issuer), (y) the Issuer in a consolidation or merger or in
which the Issuer is the continuing or surviving person, and (z) the
transferee of all or any substantial part of the Issuer's assets (or
the assets of its subsidiaries).

(ii) "Substitute Common Stock" shall mean the common stock issued
by the Substitute Option Issuer upon exercise of the Substitute Option.

(iii) "Assigned Value" shall mean the highest of (x) the price
per share of the Issuer Common Stock at which a Tender Offer or
Exchange Offer therefor has been made by any person (other than
Grantee), (y) the price per share of the Issuer Common Stock to be paid
by any person (other than the Grantee) pursuant to an agreement with
Issuer, and (z) the highest last sales price per share of Issuer Common
Stock quoted on the NASDAQ/NMS (or if Issuer Common Stock is not quoted
on the NASDAQ/NMS, the highest bid price per share on any day as quoted
on the principal trading market or securities exchange on which such
shares are traded as reported by a recognized source chosen by Grantee)
within the six-month period immediately preceding the agreement
described in Section 7(b) above; provided, however, that in the event
of a sale of less than all of Issuer's assets, the Assigned Value shall
be the sum of the price paid in such sale for such assets and the
current market value of the remaining assets of Issuer as determined by
a nationally recognized investment banking firm selected by Grantee,
divided by the number of shares of the Issuer Common Stock outstanding
at the time of such sale. In the event that a Tender Offer or Exchange
Offer is made for the Issuer Common Stock or an agreement is entered
into for a merger or consolidation involving consideration other than
cash, the value of the securities or other property issuable or
deliverable in exchange for the Issuer Common Stock shall be determined
by a nationally recognized investment banking firm mutually selected by
Grantee and Issuer (or if applicable,

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Acquiring Corporation), provided that if a mutual selection cannot be
made as to such investment banking firm, it shall be selected by
Grantee.

(iv) "Average Price" shall mean the average last sales price
or closing price of a share of the Substitute Common Stock for the one
year immediately preceding the consolidation, merger or sale in
question, but in no event higher than the last sales price or closing
price of the shares of the Substitute Common Stock on the day preceding
such consolidation, merger, or sale; provided that if Issuer is the
issuer of the Substitute Option, the Average Price shall be computed
with respect to a share of common stock issued by Issuer, the person
merging into Issuer or by any company which controls or is controlled
by such person, as Grantee may elect.

(f) In no event pursuant to any of the foregoing paragraphs shall the
Substitute Option be exercisable for more than 19.9% of the aggregate of the
shares of the Substitute Common Stock outstanding prior to exercise of the
Substitute Option. In the event that the Substitute Option would be exercisable
for more than 19.9% of the aggregate of the shares of Substitute Common Stock
but for this clause (f), the Substitute Option Issuer shall make a cash payment
to Grantee equal to the excess of (i) the value of the Substitute Option without
giving effect to the limitation in this clause (f) over (ii) the value of the
Substitute Option after giving effect to the limitation in this clause (f). This
difference in value shall be determined by a nationally recognized investment
banking firm selected by Grantee.

(g) Issuer shall not enter into any transaction described in subsection
(b) of this Section 7 unless the Acquiring Corporation and any person that
controls the Acquiring Corporation assumes in writing all of the obligations of
Issuer hereunder and takes all other actions that may be necessary so that the
provisions of this Section 7 are given full force and effect (including, without
limitation, any action that may be necessary so that the shares of Substitute
Common Stock are in no way distinguished from or have lesser economic value
(other than any diminution resulting from the fact that the Substitute Common
Stock is "restricted securities" within the meaning of Rule 144 under the
Securities Act) than other shares of common stock issued by the Substitute
Option Issuer).

(h) The provisions of Section 8 shall apply, with appropriate
adjustments, to any securities for which the Option becomes exercisable pursuant
to this Section 7 and, as applicable, references in such sections to "Issuer,"
"Option," "Purchase Price," and "Issuer Common Stock" shall be deemed to be
references to "Substitute Option Issuer," "Substitute Option," "Substitute
Purchase Price," and "Substitute Common Stock," respectively.

8. Repurchase at the Option of Grantee.

(a) Subject to the last sentence of Section 3(a), at the request of
Grantee at any time commencing upon the first occurrence of a Repurchase Event
(as defined in Section 8(d)) and ending at the close of business 365 days
thereafter, Issuer shall repurchase from Grantee the Option and all shares of
Issuer Common Stock purchased by Grantee pursuant hereto with respect to which
Grantee then has beneficial ownership. The date on which Grantee exercises its
rights under this Section 8

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is referred to as the "Request Date". Such repurchase shall be at an aggregate
price (the "Section 8 Repurchase Consideration") equal to the sum of:

(i) the aggregate Purchase Price paid by Grantee for any
shares of Issuer Common Stock acquired pursuant to complete or partial
exercise of the Option with respect to which Grantee then has
beneficial ownership;

(ii) the excess, if any, of (x) the Applicable Price (as
defined below) for each share of Issuer Common Stock over (y) the
Purchase Price (subject to adjustment pursuant to Section 7),
multiplied by the number of shares of Issuer Common Stock with respect
to which the Option has not been exercised; and

(iii) the excess, if any, of the Applicable Price over the
Purchase Price (subject to adjustment pursuant to Section 7) paid (or,
in the case of Option Shares with respect to which the Option has been
exercised but the Closing Date has not occurred, payable) by Grantee
for each share of Issuer Common Stock with respect to which the Option
has been exercised and with respect to which Grantee then has
beneficial ownership, multiplied by the number of such shares.

(b) If Grantee exercises its rights under this Section 8, Issuer shall,
within ten (10) business days after the Request Date, pay the Section 8
Repurchase Consideration to Grantee in immediately available funds, and
contemporaneously with such payment Grantee shall surrender to Issuer the Option
and the original certificates evidencing the shares of Issuer Common Stock
purchased thereunder with respect to which Grantee then has beneficial
ownership, and Grantee shall warrant that it has sole record and beneficial
ownership of such shares and that the same are then free and clear of all liens,
claims, charges and encumbrances of any kind whatsoever. Notwithstanding the
foregoing, to the extent that prior notification to or consent of any regulatory
authority is required in connection with the payment of all or any portion of
the Section 8 Repurchase Consideration, or Issuer is prohibited under applicable
law or regulation, or as a consequence of administrative policy, from
repurchasing the Option and/or the Option Shares in full, Issuer shall
immediately so notify Grantee and thereafter deliver from time to time, and as
permitted by applicable law or regulation, that portion of the Section 8
Repurchase Consideration that it is not then so prohibited from paying within
five business days after the date on which Issuer is no longer prohibited;
provided, however, that if Issuer at any time is prohibited under applicable law
or regulation, or as a consequence of administrative policy, from delivering to
the Grantee the Section 8 Repurchase Consideration, in full (and Issuer hereby
undertakes to use its best efforts to obtain all required consents of regulatory
authorities and to file any required notices as promptly as practicable in order
to accomplish such repurchase), the Grantee may, at its option, revoke its
request that Issuer repurchase the Option or the Option Shares either in whole
or to the extent of the prohibition, whereupon, in the latter case, Issuer shall
promptly (i) deliver to the Grantee that portion of the Section 8 Repurchase
Consideration that Issuer is not prohibited from delivering; and (ii) deliver,
to the Grantee either (A) a new Stock Option Agreement evidencing the right of
Issuer to purchase that number of shares of Common Stock obtained by multiplying
the number of shares of Common Stock for which the surrendered Stock Option
Agreement was exercisable at the time of delivery of the notice of repurchase by
a fraction,

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the numerator of which is the Section 8 Repurchase Consideration less the
portion thereof theretofore delivered to the Grantee and the denominator of
which is the Section 8 Repurchase Consideration, or (B) a certificate for the
Option Shares it is then prohibited from repurchasing.

Notwithstanding anything herein to the contrary, all of Grantee's
rights under this Section 8 shall terminate on the date of termination of this
Option pursuant to Section 3(a).

(c) For purposes of this Agreement, the "Applicable Price" means the
highest of: (i) the highest price per share of Issuer Common Stock paid for any
such share by the person or groups described in Section 8(d)(i) below; (ii) the
price per share of Issuer Common Stock received by holders of Issuer Common
Stock in connection with any merger or other business combination transaction
described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii) above; or (iii) the highest
last sales price per share of Issuer Common Stock quoted on the NASDAQ/NMS (or
if Issuer Common Stock is not quoted on the NASDAQ/NMS, the highest bid price
per share as quoted on the principal trading market or securities exchange on
which such shares are traded as reported by a recognized source chosen by
Grantee) during the sixty (60) business days preceding the Request Date;
provided, however, that in the event of a sale of less than all of Issuer's
assets, the Applicable Price shall be the sum of the price paid in such sale for
such assets and the current market value of the remaining assets of Issuer as
determined by a nationally recognized investment banking firm selected by
Grantee, divided by the number of shares of the Issuer Common Stock outstanding
at the time of such sale. If the consideration to be offered, paid or received
pursuant to either of the foregoing clauses (i) or (ii) shall be other than in
cash, the value of such consideration shall be determined in good faith by an
independent nationally recognized investment banking form selected by Grantee
and reasonably acceptable to Issuer, which determination shall be conclusive for
all purposes of this Agreement.

(d) As used herein, a "Repurchase Event" shall occur if (i) any person
(other than Grantee or any subsidiary of Grantee) shall have acquired beneficial
ownership of (as such term is defined in Rule 13d-3 promulgated under the
Exchange Act), or the right to acquire beneficial ownership of, or any "group"
(as such term is defined under the Exchange Act) shall have been formed which
beneficially owns or has the right to acquire beneficial ownership of, 50% or
more of the then outstanding shares of Issuer Common Stock, or (ii) any of the
transactions described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii) above shall be
consummated.

9. Division of Option. This Agreement (and the Option granted hereby)
are exchangeable, without expense, at the option of Grantee, upon presentation
and surrender of this Agreement at the principal office of Issuer for other
Agreements providing for Options of different denominations entitling the holder
thereof to purchase in the aggregate the same number of shares of Issuer Common
Stock purchasable hereunder. The terms "Agreement" and "Option" as used herein
include any other Agreements and related Options for which this Agreement (and
the Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date. Any such new Agreement executed and delivered shall constitute
an additional contractual obligation on the part of Issuer,

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whether or not the Agreement so lost, stolen, destroyed or mutilated shall at
any time be enforceable by anyone.

10. Miscellaneous.

(a) Expenses. Each of the parties hereto shall bear and pay all costs
and expenses incurred by it or on its behalf in connection with the transactions
contemplated hereunder, including fees and expenses of its own financial
consultants, investment bankers, accountants and counsel.

(b) Waiver and Amendment. Any provision of this Agreement may be waived
at any time by the party that is entitled to the benefits of such provision if
such waiver is in writing. This Agreement may not be modified, amended, altered
or supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.

(c) Entire Agreement; No Third-Party Beneficiary; Severability. This
Agreement, together with the Merger Agreement and the other documents and
instruments referred to herein and therein, between Grantee and Issuer (a)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof and (b) is not intended to confer upon any person other
than the parties hereto (other than any transferees of the Option Shares or any
permitted transferee of this Agreement pursuant to Section 10(h)) any rights or
remedies hereunder. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or a federal or state
regulatory agency to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
If for any reason such court or regulatory agency determines that the Option
does not permit Grantee to acquire, or does not require Issuer to repurchase,
the full number of shares of Issuer Common Stock as provided in Sections 3 and 8
(as adjusted pursuant to Section 7), it is the express intention of Issuer to
allow Grantee to acquire or to require Issuer to repurchase such lesser number
of shares as may be permissible without any amendment or modification hereof.

(d) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida without regard to any
applicable conflicts of law rules.

(e) Descriptive Heading. The descriptive headings contained herein are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

(f) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (with
confirmation) or mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or a such other address
for a party as shall be specified by like notice):

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If to Issuer to: Equity Bank
5030 Linton Boulevard
Delray Beach, Florida 33484
Fax: (561) 496-1336

Attention: Charles E. Brier

with a copy to: Stroock & Stroock & Lavan
First Union Financial Center
200 S. Biscayne Blvd., 33rd Floor
Miami, Florida 33131
Fax: (305) 789-9302

Attention: Michael Basile, Esq.

If to Grantee to: SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Fax: (205) 254-6695

Attention: Frederick W. Murray, Jr.
Executive Vice President

with a copy to: Bradley, Arant, Rose & White
1400 Park Place Tower
2001 Park Place
Birmingham, Alabama 35203
Fax: (205) 521-8715

Attention: C. Larimore Whitaker, Esq.

(g) Counterparts. This Agreement and any amendments hereto may be
executed in two counterparts, each of which shall be considered one and the same
agreement and shall become effective when both counterparts have been signed, it
being understood that both parties need not sign the same counterpart.

(h) Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder or under the Option shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other party, except that Grantee may assign this
Agreement to a wholly owned subsidiary of Grantee and Grantee may assign its
rights hereunder in whole or in part after the occurrence of a Purchase Event.
Subject to the preceding sentence, this Agreement shall be binding upon, inure
to the benefit of and be enforceable by the parties and their respective
successors and assigns.

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(i) Further Assurances. In the event of any exercise of the Option by
Grantee, Issuer and Grantee shall execute and deliver all other documents and
instruments and take all other action that may be reasonably necessary in order
to consummate the transactions provided for by such exercise.

(j) Specific Performance. The parties hereto agree that this Agreement
may be enforced by either party through specific performance, injunctive relief
and other equitable relief. Both parties further agree to waive any requirement
for the securing or posting of any bond in connection with the obtaining of any
such equitable relief and that this provision is without prejudice to any other
rights that the parties hereto may have for any failure to perform this
Agreement.

IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement
to be signed by their respective officers thereunto duly authorized, all as of
the day and year first written above.

ATTEST: EQUITY BANK

By: /s/ Marcia A. Wood By: /s/ Charles E. Brier
--------------------------------- ----------------------------
Marcia A. Wood Charles E. Brier
Its Secretary Its President

[CORPORATE SEAL]

ATTEST: SOUTHTRUST CORPORATION

By: /s/ A. D. Barnard By: /s/ Alton E. Yother
--------------------------------- -------------------------------------
A. D. Barnard Alton E. Yother
Its Secretary Its Senior Vice President

[CORPORATE SEAL]

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EXHIBIT C

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

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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 D

FORM OF OPINION OF FINANCIAL ADVISOR

January ___, 1997

The Board of Directors
Equity Bank
5030 Linton Boulevard
Delray Beach, FL 33484

Members of the Board:

Equity Bank ("Equity",) and SouthTrust Bank of Florida, National
Association ("ST-Bank"), joined in by SouthTrust of Florida Inc. ("ST-FL") and
SouthTrust Corporation amended by Amendment No. 1 to Agreement and Plan of
Merger dated as of October 25, 1996, as amended by Amendment No. 1 to Agreement
& Plan of Merger dated January ___, 1997, (collectively the "Agreement")
providing for Equity to be acquired by SouthTrust pursuant to the merger of
Equity with and into ST-Bank (the "Merger,"). ST-Bank is a wholly-owned
subsidiary of ST-FL, which is a wholly-owned subsidiary of SouthTrust. The
Agreement provides, among other things, that each share of outstanding common
stock, par value $3.00 per share, of Equity ("Equity Common Stock") will be
converted in the Merger into the right to receive 0.88 share of common stock,
par value $2.50 per share, of SouthTrust ("SouthTrust Common Stock"). The
Agreement also provides that, if the Weighted Average Sales Price (as defined
in the Agreement) of the SouthTrust Common Stock is less than $28.50 per share
as of the applicable calculation date, Equity may terminate the Agreement and
abandon the Merger. Reference should be made to the Agreement for a more
complete description of the terms and conditions of the Merger.

You have requested our opinion as investment bankers as to the
fairness, from a financial point of view, of the teens of the Merger to the
shareholders of Equity.

Allen C. Ewing & Co. is a registered broker-dealer under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. As part of its investment banking business, Allen C.
Ewing & Co. is regularly engaged in the valuation of securities of banking and
thrift companies in connection with mergers and acquisitions, underwritings,
private placements, trading and market making activities, and valuations for
various other purposes.

Allen C. Ewing & Co. was engaged on June 29, 1995 as the financial
advisor to Equity in connection with the Merger and will receive compensation
from Equity upon consummation of the Merger. In the ordinary course of its
business as a broker-dealer, Allen C. Ewing & Co. may, from time to time,
purchase securities from, and sell securities to, banking and thrift companies
and as a market maker in securities may from time to time have a long or short
position in, and buy or sell, debt or equity securities of banking and thrift
companies for its own account and for the accounts of its customers. Allen C.
Ewing & Co. has no such position in the securities of Equity, ST-Bank, ST-FL,
or SouthTrust as of the date of this opinion.

In arriving at the opinion expressed in this letter, we have reviewed,
analyzed, and relied upon information and material bearing upon the Merger in
the financial and operating condition of Equity and SouthTrust, including,
among other things, the following: (i) the Agreement; (ii) audited financial
statements for Equity for the four years ended December 31, 1995; (iii) certain
unaudited interim financial information for Equity for various periods during
the year 1996; (iv) Annual Reports to Shareholders and Annual Reports on Form
10-K for SouthTrust for the three years ended December 31, 1995; (v)
Quarterly Reports on Form 10-Q filed by SouthTrust for the first three quarters
of 1996; (vi) other financial information concerning the business and
operations of Equity furnished to us by Equity for purposes of our analysis,
including certain internal forecasts for Equity prepared by its senior
management; (vii) information concerning the limited market for the shares of
Equity Common Stock; and (viii) certain publicly available information
concerning the trading of, and the trading market for, the SouthTrust Common
Stock. We have also held discussions with the management of Equity

D-1

<PAGE> 164
The Board of Directors
Equity Bank
Page 5
January 6, 1997

and SouthTrust concerning their respective operations, financial conditions,
and prospects, as well as the results of regulatory examinations.

We have also considered such further financial, economic, regulatory,
and other factors as we have deemed relevant and appropriate under the
circumstances, including among others the following: (i) certain acquisition
proposals and expressions of interest received by Equity from certain other
banking companies; (ii) certain publicly available information concerning the
financial terms of certain mergers and acquisitions of other financial
institutions in Florida and the financial position and operating performance of
the institutions acquired in those transactions; and (iii) certain publicly
available information concerning the trading of, and the trading market for,
the publicly-traded common stocks of certain other financial institutions. We
have also taken into account our assessment of general economic, market, and
financial conditions and our experience in other transactions, as well as our
experience in securities valuation and our knowledge of the banking and thrift
industry generally.

In conducting our review and arriving at our opinion, we have relied
upon and assumed the accuracy and completeness of all of the financial and
other information provided to us or publicly available, including that referred
to above, and we have not attempted independently to verify such information.
We have relied upon the management of Equity as to the reasonableness and
achievability of the financial and operational forecasts and projections (and
the assumptions and basis therefor) provided to us, and we have assumed that
such forecasts and projections reflect the best currently available estimates
and judgments of management and that such forecasts and projections will be
realized in the amounts and in the time periods currently estimated by
management. We have also assumed, without independent verification, that the
allowances for loan and other losses of Equity, ST-Bank, ST-FL, and SouthTrust
are adequate to cover any such losses. We have not made or obtained any
inspections, evaluations, or appraisals of any of the assets or liabilities of
Equity, ST-Bank, ST-FL, or SouthTrust, nor have we examined any individual
loan, property, or securities files.

Based upon and subject to the foregoing, we are of the opinion that the
terms of the Merger are fair, from a financial point of view, to the
shareholders of Equity. This opinion is necessarily based upon conditions as
they exist and can be evaluated on the date of this letter and the information
made available to us through such date.

Very truly yours,

ALLEN C. EWING & CO.

By:
-----------------------------------
Charles E. Harris
President and Chief Executive
Officer

D-2

<PAGE> 165
EQUITY BANK
5030 LINTON BOULEVARD
DELRAY BEACH, FLORIDA 33484

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY __, 1997

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

The undersigned shareholder of Equity Bank ("Equity") 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 Equity
to be held in Delray Beach, Florida, on February , 1997, at a.m., local time, or
at any adjournment thereof:

(1) PROPOSAL TO MERGE EQUITY 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 Equity and SouthTrust Bank of
Florida, National Association, ("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 Equity will be merged into ST-Bank and each share of common stock of
Equity outstanding as of the Effective Time of the Merger shall be converted
into the right to receive 0.88 shares of common stock of SouthTrust, as
described in more detail in the Proxy Statement/Prospectus dated January ,
1997; 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: , 1997
---------------------- ----------------------------------
(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> 166
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(a) Agreement and Plan of Merger by and between SouthTrust Bank of
Florida, National Association, and Equity Bank, joined in by
SouthTrust Corporation and SouthTrust of Florida, Inc., dated
October 25, 1996 (included as Exhibit A to the Proxy
Statement/Prospectus filed as part of this Registration
Statement).

2(b) Amendment No. 1 to Agreement and Plan of Merger by and between
SouthTrust Bank of Florida, National Association and Equity
Bank, joined in by SouthTrust Corporation and SouthTrust of
Florida, Inc., dated January , 1997 (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 which was filed as Exhibit 4(f) to the
Registration Statement on Form S-4 of SouthTrust Corporation
(Registration No. 333-03547).

* 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(b)(ii) to the Registration Statement on Form S-3 of
SouthTrust Corporation (Registration No. 33-44857).

* 4(e) Composite Restated Bylaws of SouthTrust Corporation which 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. 333-03547).

5 Opinion of Bradley Arant Rose & White LLP as to the legality
of the securities being registered.

8 Form of opinion of Bradley Arant Rose & White LLP regarding
certain tax matters.

II-1
<PAGE> 167

23(a) Consent of Arthur Andersen LLP.

23(b) Consent of KPMG Peat Marwick LLP.

23(c) Consent of Allen C. Ewing & Co.

23(d) Consent of Bradley Arant Rose & White LLP (included in
Exhibit 5).

23(e) Consent of Bradley Arant Rose & White LLP (included in
Exhibit 8).

24 Powers of Attorney.

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

II-2
<PAGE> 168

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)

II-3
<PAGE> 169

is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

(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.

II-4
<PAGE> 170

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 January 17, 1997.

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 January 17, 1997
-------------------------------------- Officer, President, Director
Wallace D. Malone, Jr.

/S/ AUBREY D. BARNARD Secretary, Treasurer and January 17, 1997
------------------------------------- Controller (Principal
Aubrey D. Barnard Accounting and
Financial Officer)

* Director January 17, 1997
-------------------------------------
Allen J. Keesler, Jr.

* Director January 17, 1997
-------------------------------------
Van L. Ritchey

* Director January 17, 1997
-------------------------------------
Rex L. Lysinger

* Director January 17, 1997
-------------------------------------
William C. Hulsey

* Director January 17, 1997
-------------------------------------
John M. Bradford
</TABLE>

II-5
<PAGE> 171

<TABLE>
<S> <C> <C>
* Director January 17, 1997
-------------------------------------
Wm. Kendrick Upchurch, Jr.

* Director January 17, 1997
-------------------------------------
H. Allen Franklin

* Director January 17, 1997
-------------------------------------
F. Crowder Falls

* Director January 17, 1997
-------------------------------------
Carl F. Bailey

*/S/ WILLIAM L. PRATER January 17, 1997
------------------------------------
William L. Prater
as Attorney-in-fact
</TABLE>

II-6
<PAGE> 172

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
PAGE IN
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION FILING
--- ----------- ------

<S> <C> <C>
2(a) Agreement and Plan of Merger by and between SouthTrust Bank of
Florida, National Association, and Equity Bank, joined in by
SouthTrust Corporation and SouthTrust of Florida, Inc.
(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 which was filed as Exhibit 4(f) to the Registration
Statement on Form S-4 of SouthTrust Corporation (Registration
No. 333-03547).

* 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(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. 333-03547).

5 Opinion of Bradley Arant Rose & White LLP as to the legality
of the securities being registered.

8 Form of opinion of Bradley Arant Rose & White LLP regarding
certain tax matters.

23(a) Consent of Arthur Andersen LLP.

23(b) Consent of KPMG Peat Marwick LLP.

23(c) Consent of Allen C. Ewing & Co.

23(d) Consent of Bradley Arant Rose & White LLP (included in Exhibit 5).

23(e) Consent of Bradley Arant Rose & White LLP (included in Exhibit 8).

24 Powers of Attorney.
</TABLE>

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

II-7

<PAGE> 1

EXHIBIT 5

January , 1997

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
Equity Bank, a Florida banking corporation ("Equity"), with and into SouthTrust
Bank of Florida, National Association, a national banking association, and the
issuance of up to 420,892 shares of common stock, par value $2.50 per share, of
SouthTrust (the "Shares") and up to 187,072 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 Equity 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 LLP

II-8

<PAGE> 1
EXHIBIT 8

January __, 1997

Equity Bank
5030 Linton Boulevard
Delray Beach, Florida 33484

Re: Agreement and Plan of Merger of Equity Bank with SouthTrust
Bank of Florida, National Association, joined in by
SouthTrust of Florida, Inc. and SouthTrust Corporation

Ladies and Gentlemen:

You have requested the opinion of Bradley, Arant, Rose &
White LLP, as counsel to SouthTrust Corporation, a Delaware corporation
("SouthTrust"), regarding the transactions contemplated by that certain
Agreement and Plan of Merger dated October 25, 1996, as amended by Amendment
No. 1 to Agreement and Plan of Merger, dated January __, 1997 (collectively, the
"Merger Agreement"), by and between SouthTrust Bank of Florida, National
Association, a national banking association ("ST-Bank"), and Equity Bank, a
Florida banking corporation ("Equity"), 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 Equity 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 Equity upon the receipt solely of SouthTrust voting common
stock in exchange for their Equity 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 9.6 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 Equity 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 Equity and SouthTrust included in the Merger Agreement and
the Representation Letters.

II-9
<PAGE> 2
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 September 30, 1996, SouthTrust had 96,051,988 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.

ST-Bank is a national banking association organized pursuant
to the laws of the United States. As of September 30, 1996, 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.

Equity is a banking corporation organized pursuant to the laws
of the State of Florida. As of December 31, 1996, Equity had 467,155 shares
of common stock issued and outstanding, and there has been no change in the
number of Equity common shares outstanding as of the date hereof. Equity has
fourteen subsidiaries, of which nine (9) are inactive and five (5) are active.
Equity and each of its subsidiaries 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
Equity in exchange for voting common stock of SouthTrust in a transaction in
which ST-FL directs that all of the assets and liabilities of Equity will be
transferred to ST-Bank by means of a statutory merger of Equity into ST-Bank
pursuant to the Merger Agreement.

(2) Equity 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
Equity, and the separate corporate existence of Equity will terminate.

II-10
<PAGE> 3

(3) Each share of Equity stock issued and outstanding at the
Effective Time of the Merger will be exchanged for 0.88 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 Equity 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 Equity shares shall have elected to exercise their right to
dissent from the Merger. Immediately prior to the Effective Time of the Merger,
Equity 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.

(6) In accordance with Section 2.2 of the Merger Agreement,
obligations of Equity under certain outstanding stock options which entitle the
holders thereof to acquire Equity Shares and which were issued by Equity in
connection with the performance of services ("the Equity Options") will be
assumed by ST-FL in accordance with the terms of the particular Equity Stock
Option plans under which such Equity Options were issued and the particular
stock option agreements under which such Equity Stock Options are evidenced,
and each such Equity Option will be converted into an option to acquire a
number of SouthTrust shares equal to the number of Equity shares subject to
such Equity Option immediately prior to the Effective Time multiplied by the
Exchange Ratio, and the per share exercise price under each such Equity Option
shall be adjusted by dividing the per share exercise price under each such
Equity Option by the Exchange Ratio and rounding down to the nearest cent.

REPRESENTATIONS

Equity 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:

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

2. The acquisition by ST-FL of substantially all of the assets
of Equity in exchange solely for shares of SouthTrust voting common stock and
the assumption by ST-FL of Equity' 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 Equity. Pursuant
to Section 368(a)(2)(C) of the Code, the

II-11
<PAGE> 4

acquisition by ST-FL of substantially all of the assets of Equity will not be
disqualified under Section 368(a)(1)(C) of the Code solely by reason of the fact
that the assets of Equity that were acquired by ST-FL are transferred to
ST-Bank. SouthTrust, ST-FL and Equity 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 Equity 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 Equity Common Stock, and by reason of the cessation of the separate
corporate existence of Equity 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
Equity 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 Equity stock.

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

6. Equity 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 Equity stock, subject to the
provisions and limitations of Section 302 of the Code. Those Equity 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 Equity 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 Equity shares surrendered as determined under Section 1011
of the Code. Provided Section 341 of the Code (relating to collapsible
corporations) is inapplicable and the Equity 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 Equity shares
were held by the shareholder for a period greater than one year prior to the
Merger; if the surrendered Equity 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 an Equity 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

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<PAGE> 5

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 to SouthTrust, ST-FL or ST-Bank other
than those expressly stated in the above opinion. We specifically express no
opinion with respect to the income or other tax consequences of the assumption
of the Equity Options by ST-FL pursuant to Section 2.2 of the Merger Agreement.
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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<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
January 17, 1997

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<PAGE> 1

EXHIBIT 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the use of our report dated January 30, 1996 with respect to the
consolidated balance sheets of Equity Bank and Subsidiaries as of December 31,
1995 and 1994 and the related consolidated statements of income, stockholder's
equity and cash flows for each of the years in the three year period ended
December 31, 1995 included herein (the Form S-4 Registration Statement of
SouthTrust Corp.) and to the reference to our firm under the heading "Experts"
in the Proxy Statement/Prospectus.

/s/ KPMG PEAT MARWICK LLP

January 17, 1997
West Palm Beach, Florida

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<PAGE> 1

EXHIBIT 23(c)

CONSENT OF FINANCIAL ADVISOR

CONSENT OF ALLEN C. EWING & CO.

SouthTrust Corporation
Birmingham, Alabama

We hereby consent to the inclusion as Exhibit D to the Proxy
Statement/Prospectus constituting part of the Registration Statement on Form
S-4 of SouthTrust Corporation of our letter to the Board of Directors of Equity
Bank and to the references made to such letter and to the firm in the Proxy
Statement/Prospectus.

Allen C. Ewing & Co.

Orlando, Florida
January 14, 1997

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<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 in connection with the
acquisition of Equity Bank and relating to the registration of shares of
SouthTrust common stock, par value $2.50 per share, 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 January, 1997.

/S/ ALLEN J. KEESLER /S/ WILLIAM C. HULSEY
----------------------- --------------------------------
Allen J. Keesler William C. Hulsey

/S/ VAN L. RITCHEY /S/ JOHN M. BRADFORD
----------------------- --------------------------------
Van L. Ritchey John M. Bradford

/S/ REX J. LYSINGER /S/ WM. KENDRICK UPCHURCH, JR.
----------------------- --------------------------------
Rex J. Lysinger Wm. Kendrick Upchurch, Jr.

/S/ H. ALLEN FRANKLIN
--------------------------------
H. Allen Franklin

/S/ CARL F. BAILEY /S/ F. CROWDER FALLS
----------------------- --------------------------------
Carl F. Bailey F. Crowder Falls

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