SOTR

<DOCUMENT>
<TYPE>EX-3.I
<SEQUENCE>3
<FILENAME>g76177ex3-i.txt
<DESCRIPTION>COMPOSITE RESTATED CERTIFICATE OF INCORPORATION
<TEXT>
<PAGE>
EXHIBIT 3(I)

RESTATED CERTIFICATE OF INCORPORATION

OF

SOUTHTRUST CORPORATION

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

FIRST. The name of the corporation is SouthTrust Corporation.

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

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

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


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all the rights, powers and privileges of ownership, including the right
to execute consents and vote thereon.

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

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

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

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

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

(6) To aid by loan, subsidy, guaranty or in any other lawful
manner any corporation, firm, organization, association or other entity
of which any securities are in any manner directly or indirectly held
by the Corporation or in which the


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

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

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

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

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

The Corporation shall possess and may exercise all powers and
privileges necessary or convenient to effect any or all of the foregoing
purposes, or to further any or all of the foregoing powers, and the enumeration
herein of any specific purposes or powers shall not be held to limit or restrict
in any manner the exercise by the Corporation of the general powers now or
hereafter conferred by the laws of the State of Delaware upon corporations
formed under the General Corporation Law of Delaware.


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FOURTH. The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is one billion five
million (1,005,000,000) shares, of which five million (5,000,000) shares, par
value $1.00 per share, are to be preferred stock (hereinafter called "Preferred
Stock"), and one billion (1,000,000,000) shares, par value of $2.50 per share,
are to be common stock (hereinafter called "Common Stock").

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

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

(1) the distinctive name and any serial designations;

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

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

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

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


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

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

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

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

Each share of each series of Preferred Stock shall have the
same relative rights and be identical in all respects with all the other shares
of the same series.

Before the Corporation shall issue any shares of Preferred
Stock of any series authorized as hereinbefore provided, a certificate setting
forth a copy of the resolution or resolutions with respect to such series
adopted by the board of directors of the Corporation pursuant to the foregoing
authority vested in said board shall be made, filed and recorded in accordance
with the then applicable requirements, if any, of the laws of the State of
Delaware, or, if no certificate is then so required, such certificate shall be
signed and acknowledged on behalf of the Corporation by its chairman of the
board, president or a vice president and its corporate seal shall be affixed
thereto and attested by its secretary or an assistant secretary and such
certificate shall be filed and kept on file at the principal office of the
Corporation in the State of Delaware and in such other place or places as the
board of directors shall designate.

Shares of any series of Preferred Stock which shall be issued
and thereafter acquired by the Corporation through purchase, redemption,
conversion or otherwise, may, as may be provided by resolution or resolutions of
the board of directors and upon compliance with applicable law, be returned to
the status of authorized but unissued Preferred Stock, undesignated as to
series, or to the status of authorized but unissued Preferred Stock of the same
series.

Unless otherwise provided in the resolution or resolutions of
the board of directors providing for the issue thereof, the number of authorized
shares of stock of any such series may be increased or decreased (but not below
the number of shares thereof then outstanding) by resolution or resolutions of
the board of directors, and the filing and recording of a certificate, setting
forth that such increase or decrease has been authorized by the board of
directors, in accordance with applicable law. In case the number of shares of
any such series of Preferred Stock shall be


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decreased in accordance with the immediately preceding sentence, the shares
representing such decrease shall, unless otherwise provided in the resolution or
resolutions of the board of directors providing for the issuance thereof, resume
the status of the authorized but unissued Preferred Stock, undesignated as to
series.

B. The authority of the board of directors to provide for the
issuance of any shares of the Corporation's stock shall include, but shall not
be limited to, authority to issue shares of stock of the Corporation for any
purpose and in any manner (including issuance pursuant to rights, warrants or
other options) permitted by law, for delivery as all or part of the
consideration for or in connection with the acquisition of all or part of the
stock of another corporation or of all or part of the assets of another
corporation or enterprise, irrespective of the amount by which the issuance of
such stock shall increase the number of shares outstanding (but not in excess of
the number of shares authorized).

C. The following powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, of the stock of the Corporation are fixed as follows:

(1) Voting Rights.

(a) Common Stock. At all elections of directors of the
Corporation and in respect of all other matters as to which the vote or
consent of stockholders of the Corporation shall be required to be
taken, the holders of the Common Stock shall be entitled to one (1)
vote for each share held by them.

(b) Preferred Stock. The holders of each series of the
Preferred Stock shall have such voting rights as may be fixed by
resolution or by resolutions of the board of directors providing for
the issuance of such series; provided, however, that the holders of
each series of the Preferred Stock shall not have more than one (1)
vote for each share held by them at all elections of directors of the
Corporation and in respect of all other matters as to which the vote or
consent of stockholders of the Corporation shall be required to be
taken; provided, further, that except as set forth in the resolution of
the board of directors providing for its issuance or as otherwise
required by law, the holders of the Preferred Stock, or any series
thereof, shall not vote separately as a class but shall vote on all
matters as a single class with the holders of the Common Stock and any
other class of capital stock of the Corporation voting with the Common
Stock.

(2) Liquidation, Dissolution, etc. In the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation, the assets of the Corporation available


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for distribution to the stockholders (whether from capital or surplus) shall be
distributed among those of the respective series of the outstanding Preferred
Stock, if any, as may be entitled to any preferential amounts and among the
respective holders thereof in accordance with the preferences, relative,
participating and other special rights and limitations and restrictions, if any,
fixed for each such series and the holders thereof by resolution or resolutions
of the board of directors providing for the issue of each such series of the
Preferred Stock; and after payment in full of the amounts payable in respect of
the Preferred Stock, if any, the holders of any series of the outstanding
Preferred Stock who are not entitled to preferential treatment pursuant to
resolutions of the board of directors providing for the issue thereof and the
holders of the outstanding Common Stock shall be entitled (to the exclusion of
the holders of any series of the outstanding Preferred Stock entitled to
preferential treatment pursuant to resolutions of the board of directors
providing for the issue thereof) to share ratably in all the remaining assets
of the Corporation available for distribution to its stockholders.

A consolidation, merger or reorganization of the Corporation
with or into one or more other corporations, or a sale, lease or other transfer
of all or substantially all of the assets of the Corporation that does not
result in the termination of the enterprise and distribution of the assets of
the Corporation of the stockholders, shall not be deemed to constitute a
liquidation, dissolution or winding-up of the Corporation within the meaning of
this clause (2) of this paragraph C of this Article FOURTH, notwithstanding the
fact that the Corporation may cease to exist and may surrender its certificate
of incorporation.

(3) Dividends. Dividends on any stock of the Corporation shall
be payable only out of earnings or assets of the Corporation legally available
for the payment of such dividends and only as and when declared by the board of
directors.

D. No holder of any share or shares of any class of stock of
the Corporation shall have any preemptive or preferential right to subscribe for
any shares of stock of any class of the Corporation now or hereafter authorized
or for any securities convertible into or carrying any optional rights to
purchase or subscribe for any shares of stock of any class of the corporation
now or hereafter authorized; provided, however, that no provision of this
certificate of incorporation shall be deemed to deny to the board of directors
the right, in its discretion, to grant to the holders of shares of any class of
stock at the time outstanding the right to purchase or subscribe for shares of
stock of any class or any other securities of the Corporation now or hereafter
authorized at such prices and upon such other terms and conditions as the board
of directors, in its discretion, may fix.

FIFTH. The Corporation is to have perpetual existence.

SIXTH. A. Number, election and terms. The business and affairs
of the Corporation shall be managed by or under the direction of a board of
directors consisting of not


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less than three (3) nor more than sixteen (16) persons. The exact number of
directors within the minimum and maximum limitations specified in the preceding
sentence shall be fixed from time to time by the board of directors pursuant to
a resolution adopted by a majority of the entire board of directors. At the
annual meeting of stockholders of the Corporation held in 1983, the directors
shall be divided into three classes, as nearly equal in number as possible, with
the term of office of the first class of directors to expire at the annual
meeting of stockholders of the Corporation to be held in 1984, the term of
office of the second class of directors to expire at the annual meeting of
stockholders of the Corporation to be held in 1985 and the term of office of the
third class of directors to expire at the annual meeting of stockholders of the
Corporation to be held in 1986. At each annual meeting of stockholders of the
Corporation following such initial classification and election, directors
elected to succeed those directors whose terms expire at such annual meeting
shall be elected for a term of office to expire at the third succeeding annual
meeting of stockholders of the Corporation after their election.

B. Newly created directorships and vacancies. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in the board of directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
shall be filled by a majority vote of the directors then in office, and
directors so chosen shall hold office until the annual meeting of stockholders
of the Corporation at which the term of the class of directors to which they
have been elected expires. No decrease in the number of directors constituting
the board of directors shall shorten the term of any incumbent director.

C. Continuance in Office. Notwithstanding the foregoing
provisions of this Article SIXTH, any director whose term of office has expired
shall continue to hold office until his successor shall be elected and qualify.

D. Removal. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any director, or the entire board of
directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least seventy percent (70%) of the
voting power of all of the shares of the Corporation entitled to vote for the
election of directors.

E. Nomination of Directors By Stockholders. In addition to the
right of the board of directors of the Corporation to make nominations for the
election of directors, nominations for the election of directors may be made by
any stockholder entitled to vote for the election of directors if that
stockholder complies with all of the following provisions of this paragraph E:

(1) Advance notice of such proposed nomination shall be
received by the Secretary of the Corporation not less than fourteen
(14) days nor more than


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fifty (50) days prior to any meeting of the stockholders called for the
election of directors; provided, however, that if fewer than twenty-one
(21) days' notice of the meeting is given to stockholders, such written
notice shall be received by the Secretary of the Corporation not later
than the close of the tenth day following the day on which notice of
the meeting was mailed to stockholders.

(2) Each notice under clause (1) of this paragraph E
shall set forth (i) the name, age, citizenship, business address and
residence address of each nominee proposed in such notice, (ii) the
principal occupation or employment of each such nominee for the five
years preceding such meeting, (iii) the number of shares of stock of
the Corporation which are owned, directly or indirectly, by each such
nominee, and (iv) all such other information with respect to each such
nominee as would be required to be disclosed in a proxy statement
soliciting votes with respect to the election of directors which
complies with the Securities Exchange Act of 1934 and the rules and
regulations thereunder (or any subsequent provisions replacing such
Act, rules or regulations).

(3) The nomination made by a stockholder may only be made
in a meeting of the stockholders of the Corporation called for the
election of directors at which such stockholder is present in person or
by proxy, and can only be made by a stockholder who has theretofore
complied with the notice provisions of the foregoing clauses (1) and
(2) of this paragraph E.

(4) The chairman of the stockholders' meeting may
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedures, which determination if so
made shall be conclusive and binding upon the stockholders, and if he
should so determine, he shall so declare to the meeting and such
nomination shall be disregarded.

F. Powers of Directors. In furtherance and not in
limitation of the powers conferred by statute, the board of directors is
expressly authorized:

(1) To make, alter or repeal the by-laws of the
Corporation.

(2) To authorize and cause to be executed mortgages and
liens upon the real and personal property of the Corporation.

(3) To set apart out of any of the funds of the
corporation available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve in the manner in which
it was created.


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(4) By a majority of the whole board, to designate one or
more committees, each committee to consist of two or more of the
directors of the Corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution or in the by-laws
of the Corporation, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however, the
by-laws may provide that in the absence or disqualification of any
member of such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member
of the board of directors to act at the meeting in the place of any
such absent or disqualified member.

G. Ballot. Election of directors need not be by written
ballot unless the by-laws so provide.

H. Amendment, repeal, etc. Notwithstanding any other
provisions of this Certificate of Incorporation or the by-laws of the
Corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, this Certificate of Incorporation or the by-laws of the
Corporation), the affirmative vote of the holders of at least seventy percent
(70%) of the voting power of all of the shares of the Corporation entitled to
vote for the election of directors at the time of such action shall be required
to amend or repeal, or to adopt any provisions inconsistent with, this Article
SIXTH.

SEVENTH. Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders. Special meetings of stockholders of
the Corporation may be called only by the board of directors pursuant to a
resolution approved by a majority of the entire board of directors, upon not
less than ten nor more than fifty days' written notice. Notwithstanding any
other provisions of this Certificate of Incorporation or the by-laws of the
Corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, this Certificate of Incorporation or the by-laws of the
Corporation), the affirmative vote of the holders of at least seventy percent
(70%) of the voting power of all of the shares of the Corporation entitled to
vote for the election of directors at the time of such action shall be required
to amend or repeal, or to adopt any provision inconsistent with, this Article
SEVENTH.

EIGHTH. The Corporation shall indemnify its officers,
directors, employees, and agents to the extent permitted by the General
Corporation Law of Delaware.


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NINTH. Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof, or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

TENTH. Meetings of stockholders may be held within or without
the State of Delaware, as the by-laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the statutes) outside the
State of Delaware at such place or places as may be designated from time to time
by the board of directors or in the by-laws of the Corporation.

ELEVENTH.

A. Definitions.

For the purpose of this Article ELEVENTH:

(1) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on
March 15, 1983.

(2) "Announcement Date" means, with respect to any
Business Combination, the date of first public announcement of such
Business Combination.

(3) A person shall be a "beneficial owner" of any Voting
Stock:


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(a) which such person or any of its Affiliates
or Associates beneficially own, directly or indirectly; or

(b) which such person or any of its Affiliates
or Associates have (i) the right to acquire (whether such
right is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii) the right to vote
pursuant to any agreement, arrangement or understanding; or

(c) which are beneficially owned, directly or
indirectly, by any other person with which such person or any
of its Affiliates or Associates have any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of capital stock of
the Corporation.

(4) For the purposes of determining whether a person is
an Interested Stockholder pursuant to clause (11) of this paragraph A,
the number of outstanding shares of Voting Stock shall include shares
deemed owned through application of clause (3) of this paragraph A but
shall not include any other shares of Voting Stock which may be
issuable pursuant to any agreement, or upon exercise of conversion
rights, warrants or options, or otherwise.

(5) "Board" means the board of directors of the
Corporation.

(6) A "Business Combination" shall mean any one or more
of the following:

(a) any merger or consolidation of the
Corporation or any Subsidiary with or into (i) any Interested
Stockholder or (ii) any other corporation (whether or not
itself an Interested Stockholder) which, after such merger or
consolidation, would be an Affiliate of an Interested
Stockholder; or

(b) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series
of transactions) to


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or with any Interested Stockholder or any Affiliate of any
Interested Stockholder of any assets of the Corporation or any
Subsidiary having an aggregate Fair Market Value of $1,000,000
or more; or

(c) the issuance or transfer by the Corporation
or any Subsidiary (in one transaction or a series of
transactions) of any securities of the Corporation or any
Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities or
other property (or a combination thereof) having an aggregate
Fair Market Value of $1,000,000 or more; or

(d) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or
on behalf of an Interested Stockholder or an Affiliate of any
Interested Stockholder; or

(e) any reclassification of securities
(including any reverse stock split), or recapitalization of
the Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any similar
transaction (whether or not with or into or otherwise
involving an Interested Stockholder) which has the effect,
directly or indirectly, of increasing the proportionate share
of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary
which is directly or indirectly owned by any Interested
Stockholder or any Affiliate of any Interested Stockholder.

(7) "Consummation Date" means, with respect to any
Business Combination, the date on which such Business Combination is
effected.

(8) "Continuing Director" means any member of the Board
who is unaffiliated with the Interested Stockholder and was a member of
the Board prior to the time that the Interested Stockholder became an
Interested Stockholder, and any successor of a Continuing Director who
is a member of the Board and who is unaffiliated with the Interested
Stockholder and was recommended to succeed a Continuing Director by a
majority of Continuing Directors on the Board at the time of such
recommendation.


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(9) "Determination Date" means, with respect to any
Interested Stockholder, the date on which such Interested Stockholder
first became an Interested Stockholder.

(10) "Fair Market Value" means (a) in the case of stock,
the highest closing sale price during the thirty-day period immediately
preceding the date in question of a share of such stock on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed, or, if
such stock is not listed on any such exchange, the closing bid
quotation with respect to a share of such stock on such date as
reported by the National Association of Securities Dealers, Inc.
Automated Quotations System or any system then in use, or if no such
quotations are available, the fair market value on such date of a share
of such stock as determined by the Board in good faith; and (b) in the
case of property other than cash or stock, the fair market value of
such property as determined by the Board in good faith.

(11) "Interested Stockholder" shall mean, in respect of
any Business Combination, any person (other than the Corporation or any
Subsidiary) who or which, as of the date of the first public
announcement of such Business Combination, or on the day immediately
prior to the consummation of any such Business Combination:

(a) is the beneficial owner, directly or
indirectly, of more than ten percent (10%) of the voting power
of the outstanding Voting Stock; or

(b) is an Affiliate of the Corporation and at
any time within two years prior thereto was the beneficial
owner, directly or indirectly, of ten percent (10%) or more of
the voting power of the then outstanding Voting Stock; or

(c) is an assignee of or has otherwise succeeded
to any shares of Voting Stock of the Corporation which were at
any time within the two-year period immediately prior to the
date in question beneficially owned by any Interested
Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of
transactions not involving a public offering within the
meaning of the Securities Act of 1933.

(12) A "person" shall mean any individual, firm,
corporation or other entity.


14
<PAGE>

(13) "Protected Stock" means all Voting Stock and all
other shares of capital stock of the Corporation having, or which may
have upon the happening of some contingency, the right to vote for the
election of some or all of the directors of the Corporation, regardless
of whether at the time in question such shares then have a present
right to so vote.

(14) "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or
indirectly, by the Corporation; provided, however, that for the
purposes of the definition of Interested Stockholder set forth in
clause (11) of this paragraph A, the term "Subsidiary" shall mean only
a corporation of which a majority of each class of equity security is
owned, directly or indirectly, by the Corporation.

(15) "Voting Stock" means, at any time, all shares of
capital stock of the Corporation entitled to vote generally in the
election of directors, considered for the purpose of this Article
ELEVENTH as one class.

(16) In the event of any Business Combination in which the
Corporation survives, the phrase "other consideration to be received"
as used in subclauses (a) and (b) of clause (2) of paragraph C of this
Article ELEVENTH shall include the shares of Common Stock and/or the
shares of any other class of outstanding Protected Stock retained by
the holders of such shares.

B. Higher Vote for Certain Business Combinations. In addition to
any affirmative vote required by law or this Certificate of Incorporation, and
except as otherwise expressly provided in paragraph C of this Article ELEVENTH,
any Business Combination shall require the affirmative vote of the holders of at
least seventy percent (70%) of the then outstanding shares of Voting Stock. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified, by law or under the
rules of, or in any agreement with, any United States securities exchange
registered under the Securities Exchange Act of 1934, or any successor act
thereto, on which any of the Voting Stock is listed, or otherwise.


15
<PAGE>

C. When Higher Vote Is Not Required.

The provisions of paragraph B of this Article ELEVENTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote, if any, as is required by law and any
other Article of this Certificate of Incorporation, if all of the conditions
specified in either of the following clauses (1) and (2) are met:

(1) Approval by the Board of Directors. The Business
Combination shall have been approved by a majority of the Continuing
Directors.

(2) Price and Procedure Requirements. All of the
following conditions shall have been met:

(a) Common Stock. The aggregate amount of the
cash and the Fair Market Value as of the Consummation Date of
consideration other than cash to be received by holders of the
Common Stock of the Corporation in such Business Combination,
computed on a per share basis, shall be at least equal to the
higher of the following:

(i) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Stockholder for any
shares of Common Stock acquired by it (I) within the
two-year period immediately prior to the Announcement
Date, (II) in the transaction or transactions by
which it became an Interested Stockholder, (III) on
the Announcement Date, or (IV) within the period from
the Announcement Date to and including the
Consummation Date, whichever is highest; or

(ii) The Fair Market Value per share of the Common Stock
on the Announcement Date or the Determination Date,
whichever is higher.

(b) Protected Stock. The aggregate amount of the
cash and the Fair Market Value as of the Consummation Date of
consideration other than cash to be received per share by
holders of


16
<PAGE>

shares of any other class of outstanding Protected Stock
regardless of whether the Interested Stockholder has
previously acquired any shares of a particular class of such
Protected Stock shall be at least equal to the highest of the
following:

(i) The highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Stockholder for any
shares of such class of Protected Stock acquired by
it (I) within the two-year period immediately prior
to the Announcement Date, (II) in the transaction or
transactions by which it became an Interested
Stockholder, (III) on the Announcement Date, or (IV)
within the period from the Announcement Date to and
including the Consummation Date, whichever is
highest;

(ii) The highest preferential amount per share to which
the holders of shares of such class of Protected
Stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of
the Corporation;

(iii) The Fair Market Value per share of such class of
Protected Stock on the Announcement Date or the
Determination Date, whichever is higher; or

(iv) the price per share equal to the per share price
determined pursuant to subclause (a) of this clause
(2) of this paragraph C multiplied by the ratio of
(I) the Fair Market Value per share of such class of
Protected Stock on the Announcement Date to (II) the
Fair Market Value per share of the Common Stock on
such date.

(c) Form of Consideration. The consideration to
be received by holders of a particular class of outstanding
Protected Stock (including Common Stock) shall be in cash or
in the same form as the Interested Stockholder has paid for
shares of such class of Protected Stock prior to the
Consummation Date. If the Interested Stockholder has paid for
shares of any class of Protected Stock with varying forms of
consideration, the form of consideration for such class of
Protected Stock shall be either cash or the form used to
acquire the largest number of shares of such class of
Protected Stock previously acquired by it.


17
<PAGE>

(d) Maintain Dividends. After such Interested
Stockholder has become an Interested Stockholder and prior to
the consummation of such Business Combination: (i) except as
approved by a majority of the Continuing Directors, there
shall have been no failure to declare and pay at the regular
date therefor any full quarterly dividends (whether or not
cumulative) on any outstanding preferred stock of the
Corporation; and (ii) there shall have been (I) no reduction
in the annual rate of dividends paid on the Common Stock
except as necessary to reflect any subdivision of the Common
Stock, except as approved by a majority of the Continuing
Directors, and (II) an increase in such annual rate of
dividends as necessary to reflect any reclassification
(including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect
of reducing the number of outstanding shares of the Common
Stock unless the failure so to increase such annual rate is
approved by a majority of the Continuing Directors.

(e) No Disproportionate Benefits. After such
Interested Stockholder has become an Interested Stockholder,
such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or other tax
advantages provided by the Corporation, whether in
anticipation of or in connection with such Business
Combination or otherwise.

(f) Furnish Information. A proxy or information
statement describing the proposed Business Combination and
complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (or any
subsequent provisions replacing such Act, rules or
regulations) shall be mailed to public stockholders of this
Corporation at least 30 days prior to the consummation of such
Business Combination (whether or not such proxy or information
statement is required to be mailed pursuant to such Act or
subsequent provisions).

D. Powers of Board of Directors.


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<PAGE>

A majority of the directors of the Corporation shall have the
power and duty to determine for the purposes of this Article ELEVENTH on the
basis of the information known to them after reasonable inquiry, (1) the number
of shares of Voting Stock beneficially owned by any person, (2) whether a person
is an Affiliate or Associate of another, (3) whether a person has an agreement,
arrangement or understanding with another as to the matters referred to in
clause (3) of paragraph A of this Article ELEVENTH or (4) whether the assets
which are the subject of any Business Combination have, or the consideration to
be received for the issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination has, an aggregate Fair Market Value of
$1,000,000 or more.

E. No Effect on Fiduciary Obligations of Interested
Stockholders.

Nothing contained in this Article ELEVENTH shall be construed
to relieve any Interested Stockholder from any fiduciary obligation imposed by
law.

F. Amendment, Repeal, Etc.

Notwithstanding any other provisions of this Certificate of
Incorporation or the by-laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the by-laws of the Corporation), the affirmative vote of the
holders of seventy percent (70%) or more of the shares of the then outstanding
Voting Stock shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article ELEVENTH of this Certificate of Incorporation.

TWELFTH. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, as the same exists or may be hereafter amended, or
(iv) for any transaction from which the director derived an improper personal
benefit. If the General Corporation Law of the State of Delaware is hereafter
amended to authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the corporation, in addition to
the limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as amended. Any repeal or modification of this Article TWELFTH by the
stockholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.


19
<PAGE>

THIRTEENTH. Except as otherwise herein provided and subject to
the requirements provided in Article SIXTH, SEVENTH and ELEVENTH of this
Certificate of Incorporation, the Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

IN WITNESS WHEREOF, said SouthTrust Corporation has caused
this Restated Certificate of Incorporation to be signed by {__________}, it
Chairman, it corporate seal hereunto affixed, and attested by {__________}, its
secretary, as of the {___} day of {____}, 2002.

SOUTHTRUST CORPORATION

----------------------------------
By: {___________}
Its Chairman


[CORPORATE SEAL]

-------------------------------
By: {___________}
Its Secretary


20

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