Caroline L. Powell, Esq.
Bradley, Arant, Rose & White, LLP
420 North 20th Street
Suite 2000
Birmingham, Alabama 35203-3208

Dear Ms. Powell:

This will respond to your letter, on behalf of SouthTrust Corporation, Birmingham, Alabama ("SouthTrust"), and its subsidiary, SouthTrust Securities, Inc. ("ST Securities"), regarding a proposed dual employee arrangement between ST Securities and affiliated insurance agencies. ST Securities currently has a dual employee arrangement with an unaffiliated insurance agency pursuant to which the dual employees market and sell life insurance products and annuities on behalf of the agency.¹

SouthTrust is now proposing that ST Securities enter into dual employee arrangements to market and sell life insurance products and annuities on behalf of subsidiaries of SouthTrust Bank, N.A., as well as SouthTrust Insurance Agency, Inc., a direct subsidiary of SouthTrust, which you maintain conducts insurance agency activities pursuant to section 4(c)(8)(D) of the Bank Holding Company Act (12 U.S.C. � 1843(c)(8)(D)). You have stated that any employees of ST Securities who are also employees of SouthTrust Insurance Agency would sell insurance products only in states where the Agency is permitted to sell insurance under section 4(c)(8)(D).

You have also represented that the dual employee arrangements would comply with all of the terms and conditions set forth in the April 10 letter. In reliance on all of the representations you have made, staff would not recommend that the Board take action if SouthTrust proceeds with this proposal. This decision is limited to the specific facts as you have presented them to Board staff, in particular the fact that SouthTrust and ST Securities would conduct the sales of insurance products in accordance with representations outlined in the April 10 letter. Any change in circumstances or any evidence that the sales of annuities or insurance products are in fact being conducted by SouthTrust or a nonbank subsidiary may result in a different opinion. Accordingly, you should notify staff promptly if any facts presented by you should change. Except as modified by this letter, all other aspects of the April 10 letter shall remain in effect.

Sincerely,

(Signed) J. Virgil Mattingly

J. Virgil Mattingly

1. See Letter, dated April 10, 1997, from J. Virgil Mattingly, Jr., General Counsel of the Board to Ms. Caroline W. Lewis, Esquire ("April 10 letter"); and Letter, dated December 6, 1995, from J. Virgil Mattingly, Jr., General Counsel of the Board, to Russell J. Bruemmer, Esquire. Return to text