FORM T-1

EXHIBIT 25(1)

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE

TRUST INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2) / /

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SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

00-0000000
(I.R.S. employer identification no.)

XXX XXXXXX XXXX XXXXX, XXXXXXXXXX, XXXXXXX 00000

(Address of principal executive offices) (Zip Code)

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PROMUS HOTEL CORPORATION
(Exact name of obligor as specified in its charter)

DELAWARE 00-0000000
(State or other (IRS employer
jurisdiction of incorporation identification no.)
or organization)

PROMUS HOTELS, INC.
(Exact name of obligor as specified in its charter)

DELAWARE 00-0000000
(State or other (IRS employer
jurisdiction of incorporation identification no.)
or organization)

000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx 00000

(Address of principal executive offices) (Zip code)

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DEBT SECURITIES

(Title of the indenture securities)

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1. GENERAL INFORMATION.

Furnish the following information as to the trustee--

Name and address of each examining or supervising
authority to which it is subject.

COMPTROLLER OF THE CURRENCY
XXXXXXXXXXXX XXXXXXXX XXXXXX
XXXXXXX, XXXXXXX

FEDERAL RESERVE BANK OF ATLANTA
ATLANTA, GEORGIA

FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C.

Whether it is authorized to exercise corporate trust
powers.

YES.

2. AFFILIATION WITH OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
such affiliation.

NONE. (SEE NOTE ON PAGE 4.)

16. LIST OF EXHIBITS.

(1) Articles of Association of the Trustee.

(2) A copy of the certificate of authority of the Trustee to
commence business.

(3) A copy of the authorization of the Trustee to exercise
corporate trust powers.

(4) A copy of the existing By-laws of the Trustee.

(6) The consent of the Trustee required by Section 321(b) of
the Act.

(7) A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.

-2-

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by
the Trustee of all facts on which to base a responsive answer to
Item 2, the answer to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

-3-

SIGNATURE

Pursuant to the requirements of the Act, the Trustee,
SouthTrust Bank of Alabama, National Association, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Birmingham and the State of Alabama, on the 10th day of October,
1996.

SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION

By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Vice President

-4-

EXHIBIT 1

SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION

Birmingham, Alabama

ARTICLES OF ASSOCIATION

AS AMENDED AND RESTATED

January 13, 1995

I hereby certify this is a true and correct copy of
the Articles of Association of SouthTrust Bank of
Alabama, National Association as of this 8th day of
October, 1996.

/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx
Senior Vice President/Cashier

AMENDED AND RESTATED ARTICLES OF ASSOCIATION
SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION

FIRST. The title of this Association shall be "SouthTrust Bank of Alabama,
National Association."

SECOND. The main office of the Association shall be in Birmingham, County of
Jefferson, State of Alabama. The general business of the Association shall be
conducted at its main office and its branches.

THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five persons, the exact number of directors
within such minimum and maximum limits to be fixed and determined from time
to time by resolution of the Board of directors or by resolution of the
shareholders at any annual or special meeting thereof. Unless otherwise
provided by the laws of the United States any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.

Honorary or advisory members of the Board of Directors, without voting power or
power of final decision in matters concerning the business and affairs of the
Association, may be appointed by resolution of the Board of Directors. If
requested by the Board of Directors, honorary or advisory directors shall
attend meetings of the Board of Directors, but shall not have voting power.
Honorary or advisory Directors shall not be counted for purposes of determining
the number of Directors of the association or the presence of a quorum in
connection with any Board action, and shall not be required to own qualifying
shares. The Amended and Restated By-laws of the Association shall contain
such other provisions regarding honorary or advisory members of the Board of
Directors as are not inconsistent with these Amended and Restated Articles
of Association.

FOURTH. The annual meeting of shareholders of the Association shall be held in
the City of Birmingham, State of Alabama, at the Association's principal
offices on the third Tuesday of January of each year at such time as may be
fixed by the Board of Directors of the Association and if a legal holiday,
then on the next following banking day, or at such other date, time and place
as may be fixed by the Board of Directors and stated in the notice of the
meeting. At the annual meeting of shareholders, the shareholders shall elect
a Board of Directors of the Association and transact such other business as
properly may be brought before such meeting

Nominations of persons for election to the Board of Directors of the
Association may be made by the Board of Directors or by any holder of any
outstanding capital stock of the Association entitled to vote in respect of
the election of directors of the Association. Nominations, other than those
made by or on behalf of the Board of Directors of the

Association, shall be made in writing and shall be delivered or mailed to the
Chairman of the Board or the President of the Association and to the
Comptroller of the Currency, Washington, D.C., not less than fourteen days
nor more than fifty days prior to any meeting of shareholders called for the
election of directors, provided, however, that if less than twenty-one day's
notice for the meeting is given to the shareholders, such nomination shall
be mailed or delivered to the Chairman of the Board or the President of the
Association and to the Comptroller of the Currency not later than the close
of business on the seventh day following the day on which the notice of
meeting was mailed. Such notification shall contain the following information
to the extent known to the notifying shareholder: (a) the name and address of
each proposed nominee; (b) the principal occupation of each proposed nominee;
(c) the total number of shares of capital stock of the bank that will be
voted for each proposed nominee; (d) the name and residence address of the
notifying shareholder; and (e) the number of shares of capital stock of the
Bank owned by the notifying shareholder. Nominations not made in accordance
herewith may, in the discretion of the chairman of the meeting, be
disregarded by the chairman of the meeting, and if so disregarded by the
chairman of the meeting, the inspectors of election, or the persons
performing a similar duty, may disregard all votes cast for such nominees.

Unless otherwise specified in these Amended and restated Articles of
Association or required by law, (1) all matters requiring shareholder action,
including amendments to the Articles of Association, must be approved by
shareholders owing a majority voting interest in the outstanding voting
stock, and (2) each shareholder shall be entitled to one vote per share.

FIFTH. The amount of authorized capital stock of this Association shall be
$9,006,600.00 divided into 1,020,000 shares of common stock of the par value
per share of eight dollars and eighty-three cents ($8.83) but said capital
stock may be increased or decreased from time to time, in accordance with the
provisions of the laws of the United States.

If the capital stock is increased by the sale of additional shares thereof,
each shareholder shall be entitled to subscribe for such additional shares in
proportion to the number of shares of said capital stock owned by him at the
time the increase is authorized by the shareholders, unless another time
subsequent to the date of the shareholders' meeting is specified in a
resolution adopted by the shareholders at the time the increase is
authorized. The Board of Directors shall have the power to prescribe a
reasonable period of time within which the preemptive rights to subscribe to
the new shares of capital stock must be exercised.

The Board of Directors of this Association may authorize the issue of capital
stock or of debt obligations, whether or not subordinated, without the
approval of its shareholders.

SIXTH. The Board of Directors shall appoint one of its members President of
this Association, who shall be Chairman of the Board, unless the board
appoints another director to be Chairman. The Board of Directors shall have
the power to appoint one or more Vice Presidents and to appoint a Cashier and
such other officers and employees as may be required to transact the business
of this Association.

The Board of Directors shall have the power to define the duties of the
officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs
of the Association; to make all By-laws that may be lawful for them to make;
and generally to do and perform all acts that may be legal for a Board of
Directors to do and perform.

SEVENTH. The Board of Directors shall have the power to change the location
of the main office to any other place within the limits of Birmingham,
Alabama, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency; and shall have the power to establish or
change the location of any branch or branches of the Association to any
other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the law of the United States.

NINTH. The Board of Directors of this Association, or any shareholder owning,
in the aggregate, not less than 10 percent of the outstanding capital stock
of this Association entitled to vote in respect of any matter to be
considered at any special meeting of shareholders, may call a special meeting
of shareholders at any time. Unless otherwise provided by law, a notice of
the date, place, time and purpose of every special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least ten days
and not more than sixty days prior to the date of such meeting to each
shareholder of record at his address as shown upon the books of this
Association, and a notice of the date, place and time of every annual meeting
of the shareholders shall be given by first-class mail, postage prepaid,
mailed at least ten days prior to the date of such meeting to each
shareholder of record at his address at least ten days and not more than
sixty days prior to the date of such meeting to each shareholder of record at
his address as shown upon the books of this Association.

TENTH. Subject to the limitations stated in this Article Tenth, the
Association shall indemnify its directors, honorary and advisory directors,
officers and employees to the extent permitted by the General Corporation Law
of Delaware, as such law shall be in force from time to time. In addition to
the conditions under which indemnification is permitted under the General
Corporation Law of Delaware, such indemnification shall not be made by the
Association if in the judgement of the Association the director, honorary or
advisory director, officer or employee has not cooperated with the
Association in its dealing with any aspect of the claim, suit, action or
proceeding in which the Association has an interest. If requested by the
Association, the director, honorary or advisory director, officer or employee
shall assist in investigations and in the conduct of suits, including
attending hearings and trials and giving evidence in connection therewith.
Such indemnification shall not include indemnification of directors, honorary
or advisory directors, officers or employees of the Association against
expenses, penalties, or other payments incurred in an administrative

proceeding or action instituted by an appropriate bank regulatory agency
which proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by an individual in the form of
payments to the Association, except that the Association may advance expenses
in connection with such a proceeding or action as set forth below.

The Association may pay premiums for insurance covering the liability of its
directors, honorary or advisory directors, officers or employees except where
prohibited by the General Corporation Law of Delaware and except with regard
to insurance coverage for a formal order assessing civil money penalties
against an Association director, honorary or advisory director, officer, or
employee arising out of an administrative proceeding or action instituted by
an appropriate bank regulatory agency.

The indemnification provisions of this Article Tenth are not intended to
adversely affect any rights that the Association or any director, honorary or
advisory director, officer of employee of the Association may have with
respect to any insurance policy, including, without limitation, any insurance
policy maintained by the Association.

The Association shall advance expenses to its directors, honorary or advisory
directors, officers or employees arising out of such an administrative
proceeding or action instituted by an appropriate regulatory agency prior to
a final order being entered only in accordance with the following:

All advances must be subject to reimbursement if a final order is
entered in the action assessing civil money penalties or requiring payments
to the Association. Moreover, before any advances are made, the Board of
Directors of the Association, in good faith, must determine in writing,
that all of the following conditions are met:

(1) the officer, director, honorary or advisory director, or
employee has a substantial likelihood of prevailing on the merits;

(2) in the event the officer, director, honorary or advisory
director or employee does not prevail, he or she will have the
financial capability to reimburse the Association; and

(3) payment of expenses by the Association will not adversely
affect the Associations safety and soundness.

If at any time the Board of Directors of the Association believes, or
should reasonably believe that either conditions (1), (2), or (3) are no
longer met, the Association must cease paying such expenses or premiums.
Further, the Board of Directors of the Association must enter into a
written agreement with the director, honorary or advisory director, officer
of employee specifying the

conditions under which he or she will be required to reimburse the
Association. At a minimum, the agreement shall require reimbursement for
expenses already paid, if and to the extent the Board of Directors finds
that the director, honorary or advisory director, officer or employee
willfully misrepresented factors relevant to the Board of Directors'
determination of conditions (1) or (2), or if a final decision assessing
penalties or requiring payments is returned. The Association shall ensure
that it complies with all applicable laws and regulations affecting loans
to directors officers and employees, including but not limited to 12 U.S.C
(Section)(Section) 84, 375a and 375b and 12 C.F.R. (Section) 215, as such
laws and regulations shall be in effect from time to time, in the event
reimbursement is required.

ELEVENTH. These Amended and Restated Articles of Association may be amended
at any regular of special meeting of the shareholders by the affirmative vote
of the holders of a majority of the stock of this Association, unless the vote
of the holders of a greater amount of stock is required by law, and in that
case by the vote of the holders of such greater amount.

EXHIBIT 2

[LOGO]

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COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
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Xxxxxxxxxx, X.X. 00000

CERTIFICATE

I, Xxxxxx X. Xxxxxx, Comptroller of the Currency, do hereby certify
that:

1. The Comptroller of the Currency, pursuant to Revised Statutes
324, et seq., as amended 12 U.S.C. 1, et seq., as amended, has
possession, custody and control of all records pertaining to the
chartering, regulation and supervision of all National Banking
Associations.

2. "SouthTrust Bank of Alabama, National Association", Birmingham,
Alabama, (Charter No. 14569), is a National Banking Association
formed under the laws of the United States and is authorized
thereunder to transact the business of banking on the date of this
Certificate.

IN TESTIMONY WHEREOF, I have
hereunto subscribed my name and
caused my seal of office to be
affixed to these presents at the
Treasury Department, in the City
of Washington and District of
Columbia, this 10th day of
March, 1994.

/s/ Xxxxxx X. Xxxxxx
----------------------------------
Comptroller of the Currency

EXHIBIT 3

[SEAL] STATE OF ALABAMA [SEAL]
STATE BANK DEPARTMENT

000 XXXXX XXXXX XXXXXX
XXXXXXXXXX, XXXXXXX 00000-0000
TELEPHONE (000) 000-0000
FAX (000) 000-0000

March 4, 1994

CERTIFICATION OF FIDUCIARY POWERS

TO WHOM IT MAY CONCERN:

I hereby certify, as Acting Superintendent of Banks of the State of Alabama,
that SouthTrust Bank of Alabama, National Association is authorized by the
laws of the State of Alabama, which is the state of its domicile, to act as a
fiduciary in this state.

Witness my hand this the 4th day of March 1994.

/s/ Xxxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx
Acting Superintendent of Banks

EXHIBIT 4

SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION

BIRMINGHAM, ALABAMA

BY-LAWS

AS AMENDED AND RESTATED

JANUARY 13, 1995

I hereby certify this is a true and correct copy of the By-Laws of SouthTrust
Bank of Alabama, National Association as of this 8th day of October, 1996.

/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Senior Vice President/Cashier

ARTICLE ONE

SHAREHOLDERS

Section 1.

The annual meeting of shareholders of the Association shall be held in the
City of Birmingham, State of Alabama, at the Association's principal offices
on the third Tuesday of January of each year at such time as may be fixed by
the Board of Directors of the Association , and if a legal holiday, then on
the next following banking day, or at such other date, time and place as may
be fixed by the Board of Directors and stated in the notice of the meeting.
At the annual meeting of shareholders, the shareholders shall elect a Board
of Directors of the Association and transact such other business as properly
may be brought before such meeting. Written notice of the annual meeting of
shareholders, stating the date, place and time thereof, shall be mailed,
postage prepaid, at least ten days and not more than sixty days prior to the
date thereof, to each shareholder entitled to vote in respect of the matters
to be considered at such annual meeting of shareholders.

Section 2.

The Board of Directors of the Association, or any shareholder owning, in
the aggregate, not less than 10 percent of the outstanding capital stock of
the Association entitled to vote in respect of any matter to be considered at
any special meeting of shareholders, may call a special meeting of
shareholders at any time. Unless otherwise provided by law, written notice of
any special meeting of shareholders, stating the date, place, time and
purposes thereof, shall be mailed, postage prepaid, at least ten days and not
more than sixty days prior to the date thereof, to each shareholder entitled
to vote at such special meeting of shareholders.

Section 3.

The holders of the outstanding common stock of the Association shall be
entitled to one vote for each share held by them with respect to all matters
coming before any meeting of shareholders as to which a vote or consent of
the shareholders is required, including the election of directors. Except as
otherwise provided by law or by the Amended and Restated Articles of
Association, a majority of the outstanding capital stock of the Association
entitled to vote thereat shall constitute a quorum in all meetings of the
shareholders, and a majority of the votes cast shall decide every issue or
question presented to any meeting of the shareholders, except that the Board
of Directors of the Association may increase the vote of the shareholders
required with respect to any such matter or question.

Section 4.

At any meeting of shareholders, a shareholder entitled to vote thereat
may be represented by proxy duly appointed by such shareholder in writing.
Any person or group of persons, including directors or attorneys for the
Association, may be designated to act as proxy for any such shareholders, but
officers or employees of the Association may not be designated to act as
proxy.

Section 5.

The Board of Directors of the Association may fix a record date for
determining shareholders of the Association entitled to notice of and to vote
at any meeting of the shareholders of the Association, which date shall be a
date not in excess of sixty days prior to the date of such meeting.

Section 6.

If a meeting of shareholders is adjourned to a different date, time or
place, notice need not be given of the new date, time or place, provided that
the new date, time or place is announced at the meeting before adjournment,
unless an additional item of business is to be considered at such adjourned
meeting or unless the Association becomes aware of an intervening event
materially affecting any matter to be voted on at such adjourned meeting. If
a new record date for the adjourned meeting is fixed, notice of the adjourned
meeting, stating the date, time, place and purposes thereof, shall be given
to each shareholder of record entitled to vote at such adjourned meeting.

ARTICLE TWO

DIRECTORS AND OTHER POSITIONS

Section 1.

(a) The business and the affairs of the Association shall be managed and
administered by the Board of Directors of the Association, which shall
consist of not less than five nor more than twenty-five persons, the exact
number of which, within such limits, to be established from time to time by
the Board of Directors or by the holders of the majority of the outstanding
capital stock of the Association entitled to vote in respect of the election
of directors of the Association.

(b) Nominations of persons for election to the Board of Directors of the
Association may be made by the Board of Directors or by any holder of any
outstanding capital stock of the Association entitled to vote in respect of
the election of directors of the Association.

Nominations, other than those made by or on behalf of the Board of Directors
of the Association, shall be made in writing and shall be delivered or mailed
to the Chairman of the Board or the President of the Association and to the
Comptroller of the Currency, Washington, D.C., not less than fourteen days
nor more than fifty days prior to any meeting of shareholders called for the
election of directors, provided, however, that if less than twenty-one days'
notice of the meeting is given to the shareholders, such nomination shall be
mailed or delivered to the Chairman of the Board or the President of the
Association and to the Comptroller of the Currency not later than the close
of business on the seventh day following the day on which the notice of
meeting was mailed. Such notification shall contain the following information
to the extent known to the notifying shareholder: (a) the name and address of
each proposed nominee; (b) the principal occupation of each proposed nominee;
(c) the total number of shares of capital stock of the bank that will be
voted for each proposed nominee; (d) the name and residence address of the
notifying shareholder; and (e) the number of shares of capital stock of the
Bank owned by the notifying shareholder. Nominations not made in accordance
herewith may, in the discretion of the chairman of the meeting, be
disregarded by the chairman of the meeting, and if so disregarded by the
chairman of the meeting, the inspectors of election, or the persons performing
a similar duty, may disregard all votes cast for such nominees.

(d) Directors elected at any meeting of shareholders shall serve for the
ensuing year and until their successors are elected and shall qualify,
subject to other provisions hereof,and subject to the ability of the holders
of a majority of the outstanding capital stock entitled to vote in respect of
the election of directors to remove a director, with or without cause, at
any time. No director shall act as a director until he shall have taken the
oath of office required by law.

Section 2.

All vacancies on the Board of Directors occurring in the intervals
between meetings of the shareholders may be filled by the Board of Directors.

Section 3.

The board of Directors shall meet immediately upon adjournment of the
meeting of shareholders at which such directors have been elected, or at such
other time as the Board of Directors may determine and following such initial
meeting, the Board of Directors shall hold regular meetings on the third
Tuesday in each month at 10:30 a.m. at the principal offices of the
Association, unless said Tuesday is a legal holiday, in which case, the meeting
shall be held on the next following banking day at the same place and hour.

Section 4.

Special meetings of the Board of Directors may be called by the Chairman
of the Board, the President or any three members of the Board of Directors.
Each member of the Board of Directors shall be given a reasonable advance
notice of any special meeting of the Board of Directors, stating the date,
time and place of such special meeting, which notice may be given in writing
or in person or by telegram, telephone or other reasonable means.

Section 5.

Each director of the Association who is not an officer or employee of
the Association shall be entitled to an attendance fee for each meeting of
the Board of Directors and a quarterly retainer fee, the amount of such fees
to be established form time to time by the Human Resources Committee of the
Board of Directors.

Section 6.

A majority of the entire Board of Directors is required to constitute a
quorum of the Board of Directors authorized to transact business at any
meeting of the Board of Directors. Except as otherwise provided by law, the
Amended and Restated Articles of Association or the Amended and Restated
By-laws, an act of the majority of the directors present at a meeting of the
Board of Directors, at which a quorum is present, shall be the act of the
Board of Directors. In the absence of a quorum is present, no business shall
be transacted except that the members of the Board of Directors present may
adjourn such meeting from time to time until a quorum is secured.

Section 7.

If a majority of the directors present at any meeting of the Board of
Directors so determines, any action of the Board of Directors may be
conducted by written ballot.

Section 8.

At the initial meeting of the Board of Directors after each annual
meeting of shareholders, the Board of Directors shall elect the committees
and officers contemplated by these Amended and Restated By-laws.

Section 9.

(a) Any director of the Association or any member of any Area Board who
has reached his or her 68th birthday or who has retired from his or her
principal business position or occupation will not be eligible for
re-election as director or as a member of a Area Board; provided, however,
that the foregoing provision relating to retirement from such person's

principal business position or occupation shall not apply to any director who
has served as Chairman of the Board of the Association.

Section 10.

A director of the Associtation is eligible for election as a director
emeritus if such person is ineligble for re-election as a director of the
Association under Section 9 above or if such person has served as a director
of the Association for at least five years and voluntarily declines to stand
for re-election as a director. Immediately following each annual meeting of
shareholders, or from time to time as the Board of Directors may determine,
the Board of Directors, in its discretion, may elect one or more eligble
persons to serve as a director emeritus for the ensuing year or until his or
her successor is elected and shall qualify. Notwithstanding the foregoing,
the Board of Directors of the Association may remove, with or without cause, a
director emeritus from office at any time. If requested by the Board of
Directors, a director ermeritus may attend meetings of the Board of
Directors, but shall not have voting power or power of final decision on any
matter concerning the business or affairs of the Association, and his or her
presence at any meeting of the Board of Directors shall not be counted in the
determination of a quorum. A director emeritus shall not have the same
responsibilities and liabilities imposed by law and banking regulation upon
members of the Board of Directors. A director emeritus shall receive such
fees as the Board of Directors may from time to time determine. A director
ermeritus shall not be required to own qualifying shares of Common Stock of
SouthTrust Corporation.

Section 11.

Immediately following each annual meeting of shareholders, or from time
to time as the Board of Directors may determine, the Board of Directors of
the Association may elect persons to serve as advisory or honorary members of
the Board of Directors and in this regard, may establish, in its discretion
and by appropriate resolution, separate advisory or honorary boards in each
city or other geographical area in which the Association transacts business
(each advisory or honorary board being hereinafter referred to as the "Area
Board"). Members of each Area Board shall be elected to serve for the
ensuing year and until their successors are elected and shall qualify.
Notwithstanding the foregoing, the Board of Directors of the Association may
remove, with or without cause, any member of any Area Board at any time. The
members of the Area Boards shall assist the Board of Directors and the
officers of the Association in business development, with particular emphasis
being placed upon business development in the city or other geographical area
with respect to which such members have been designated, and shall have such
other duties and functions as the Board of Directors, by appropriate
resolution, shall determine; provided, however, that the members of the Area
Boards shall not have power of final decision on any matter concerning the
business or affairs of the Association. If requested by the Board of
Directors, the members of the Area Boards shall attend meetings of the Board
of Directors of the Association, but shall not have voting power, and the
presence of any Area Board member at any meeting of the Board of Directors
shall not be counted in the determination of a quorum. Members of the Area
Boards shall not be deemed

to have the responsibilities and liabilities imposed upon directors of the
Association by law and banking regulations. Members of the Area Boards may
receive such fees as the Human Resources Committee of the Board of Directors
may from time to time determine. The members of each Area Board shall not be
required to own qualifying shares of Common Stock of SouthTrust Corporation.

The provisions of the Amended and Restated Articles of Association and
the Amended and Restated By-laws of the Association governing the conduct of
meetings of the Board of Directors, including, without limitation, the time
and place of any such meeting, the power to convene or call a meeting, the
giving of notice of any meeting, and the quorum and voting requirements
thereof, shall apply to each Area Board, and meetings and other business of
each Area Board shall be convened and conducted in accordance with such
provisions.

The Chief Executive Officer of the city or other geographical area for
which any Area Board is established shall serve as an ex officio member of
any such Area Board. In addition, subject to the other notice provisions
contained herein, the Chief Executive Officer of the city or other
geographical sites for which any Area Board is established shall be entitled
to convene or call meetings of any such Area Board and shall be entitled to
attend and vote in respect of all matters coming before meetings of any such
Area Board.

ARTICLE THREE

Officers

Section 1.

The officers of the Association shall be a Chairman of the Board of
Directors, who shall serve as Chief Executive Officer, and a President, who
shall serve as Chief Administrative Officer, both of whom shall be directors;
one or more Vice Presidents, one of whom may be designated as Executive Vice
Presidents, one or more of whom may be designated as Senior Vice Presidents;
and one or more of whom may be designated as Group Vice Presidents; one or
more Assistant Vice Presidents; a Cashier; a Secretary; a Comptroller; one or
more Executive Vice Presidents and Trust Officers, Senior Vice Presidents and
Trust Officers, Vice Presidents and Trust Officers and Assistant Vice
Presidents and Assistant Trust Officers; and such other officers as may, from
time to time, be appointed, or elected, by the Board of Directors to perform
such duties as may be designated by the Board of Directors of the
Association. The same person may be elected to more than one of such
offices, provided that no person may be President and Cashier at the same
time. If the office of the Chairman of the Board of Directors becomes
vacant, the powers and duties herein vested in and imposed upon the holder of
that office shall be vested in and discharged by the President, and the
number of persons constituting the Executive Committee of the Board of
Directors shall be correspondingly decreased while any such vacancy continues.

Section 2.

The Chairman of the Board or, in his absence, the President shall preside at
all meetings of the Board of Directors and, in case of absence or inability to
act of the Chairman of the Board and of the President, the Board of Directors
shall appoint one of their members to preside during such absence or inability.

The Chairman of the Board, or in his absence, the President shall preside
at all meetings of the Executive Committee of the Board of Directors, and, in
case of absence or inability to act of the Chairman of the Board and the
President, the Executive Committee shall elect one of its members to preside
during such absence or inability.

The Chairman of the Board shall exercise general supervision of the
business and affairs of the Association, and, without limiting the foregoing,
shall act as the Chief Executive Officer of the Association. In the absence of
the Chairman of the Board, the powers and duties hereby vested in and imposed
upon such person shall be exercised by the President. In the absence of both
the Chairman of the Board and the President, those powers and duties shall be
exercised by such officer of the Association as may have been designated for
that purpose by the Chairman of the Board or the President, as the case may be.
If none has been so designated by either thereof, the Board of Directors shall
designate an officer of the Association to act in such capacity.

Section 3.

The President shall have general executive and administrative powers with
respect to the business and affairs of the Association and shall have and may
exercise any and all other powers and duties pertaining by law, regulation or
practice to the office of the President. The President also shall have and may
exercise such further powers and duties as may from time to time be assigned or
conferred upon him by the Board of Directors of the Association.

Section 4.

The Vice Presidents of the Association shall perform such duties and
possess such powers as may be directed and delegated by the Board of Directors;
the Executive Vice President(s) shall rank in priority over all other Vice
Presidents; and the Senior Vice President(s) and Group Vice President(s) shall
rank below any Executive Vice President but shall rank in priority and in
presiding over all other Vice Presidents.

Section 5.

The Secretary shall attend all meetings of the Board of Directors and
record all the proceedings of the meetings of the Board of Directors in a book
to be kept for that purpose, which will be housed in the office of the
Secretary. The Secretary shall give, or cause to be given, notice of all
meetings of the Board of Directors, and shall perform such other duties as

may be prescribed by the Board of Directors. The Secretary shall have the
custody of the corporate seal of the Association and he or she, or in the
Secretary's absence the Cashier or an Assistant Secretary, or any other officer
of the Association designated by the Board of Directors, shall have authority to
affix the same to any instrument requiring it. When so affixed, it may be
attested by his or her signature or by the signature of the Cashier. The Board
of Directors may give general authority to any other officer to affix the seal
of the Association and to attest the affixing by his signature.

Section 6.

The Cashier shall have the custody of such property and assets of the
Association as may be entrusted to him or her by the Board of Directors. In the
absence, removal or other disability of the Cashier, the Chairman of the Board
or the President shall designate an officer for that purpose who shall perform
his or her duties until action by the Board of Directors or Executive Committee.

Section 7.

The Chairman of the Board, the President, any Executive Vice President,
any Senior Vice President, any Group Vice President or any Vice President
shall have the power and authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Association, except where
required or permitted by law to be otherwise signed by executed and except
where the signing and the execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Association.

Section 8.

The Executive Vice President and Trust Officer, each Senior Vice President
and Trust Officer and any other officer designated by the Board of Directors are
hereby authorized to make, execute and acknowledge all bonds, certificates,
deeds, mortgages, notes, releases, leases, agreements, contracts, bills of sale,
assignments, transfers, powers of attorney or substitution, proxies to vote
stock, or any other instrument in writing that may be necessary in the purchase,
sale, mortgage, lease, assignment, transfer, management or handling, in any way,
of any property of any description held or controlled by the Association in its
corporate or in any fiduciary capacity; and shall have such other duties and
powers as shall be designated by the Board of Directors. The Executive Vice
President and Trust Officer shall exercise general supervision and management
over the affairs of the Trust and Financial Services Division of the
Association. The officers named above shall exercise the authority granted
above in compliance with various policies and procedures as may be approved by
the Board of Directors or the Trust Policy Committee from time to time.

Section 9.

The other officers of the Association shall perform such duties as may be
prescribed by the Board of Directors, the Chairman of the Board or the
President.

Section 10.

Any office described in Sections 1 through 6 of the Article Three of the
Amended and Restated By-laws may, by appropriate resolution adopted by the Board
of Directors of the Association, be established in respect of any city or other
geographical area in which the Association transacts business and the Board of
Directors of the Association may elect persons to fill any such office created
thereby in Section 1 through 6 of Article Three hereof. In such event, the
duties and responsibilities assigned to each officer of the Association also
shall constitute the duties and responsibilities of the person serving in a
comparable office with respect to any such city or other geographical area, and
such persons shall be deemed officers of the Association, except that, in the
latter case, such duties and responsibilities shall be limited to the operations
of the Association in the city or other geographical area with respect to which
such person has been so designated, and provided that there shall be only one
Cashier of the Association. Any person designated by the Board of Directors to
serve as an officer with respect to any city or other geographical area shall be
given such title as the Board of Directors may determine; provided, however,
that such titles shall distinguish such persons from those persons holding
comparable positions with the Association.

Section 11.

The officers of this Association shall receive such compensation as may be
fixed by the Board of Directors or, if the Board of Directors directs, and
following advice or consultation with such persons as the Board of Directors
deems appropriate, the Human Resources Committee.

Section 12.

The Chairman of the Board may suspend any officer of the Association except
the President until the next regular or called meeting of the Board of
Directors, any officer of the Association may be removed by a majority of the
Board of Directors at any regular or called meeting of the Board of Directors.

Section 13.

Bonds shall be required of the officers, tellers and other employees in
such amounts as may be designated by the Board of Directors.

Section 14.

The officers shall hold office from the time of their respective elections
until the first meeting of the Board of Directors following the next annual
meeting of the shareholders or until their successors shall be elected and
qualify; provided, however, that the Board of Directors may remove, with or
without cause, any officer of the Association at any time.

ARTICLE FOUR

CONVEYANCES, TRANSFERS AND CONTRACTS

Section 1.

The Chairman of the Board or the President is authorized, in his
discretion, to do and perform any and all corporate and official acts in
carrying on the business of the Association, either of its own or when acting
in any fiduciary capacity whatsoever. Each is hereby empowered, in his
discretion, to appoint all necessary agents or attorneys. The Chairman of
the Board, the President, any Executive Vice President, any Senior Vice
President, any Group Vice President or any Vice President is also authorized
to make, execute and acknowledge all deeds, mortgages, releases, leases,
agreements, contracts, bills of sale, assignments, transfers, powers of
attorney or of substitution, proxies to vote stock, or any other instrument
in writing that may be necessary in the purchase, sale, mortgage, lease,
assignment, transfer, management, or handling in any way of any property of
any description, held or controlled by the Association, either in its own
right or in any fiduciary capacity, and the Secretary or Cashier is
authorized to attest and affix the corporate seal to any and all instruments
in writing requiring such attestation or which are executed under seal. The
enumeration of particular powers in this By-law shall not restrict, or be
taken to restrict, in any way the general powers and authority herein given
to said officer.

Section 2.

The Chairman of the Board, the President, any Executive Vice President,
Senior Vice President, Group Vice President, Vice President or Assistant Vice
President, including those persons serving in such capacities who also carry the
designation of Trust Officer, the Comptroller, the Cashier, or any employee so
designated by the Chairman of the Board or the President, is authorized and
empowered to receive and give receipts for money due and payable to the
Association from any source whatever and to sign and endorse checks, drafts and
warrants in its name or on its behalf.

Section 3.

The Chairman of the Board, the President, any Executive Vice
President, Senior Vice President, Group Vice President or Vice President,
including those persons serving in such capacities who also carry the
designation of Trust Officer, shall have full power and authority to sign and
execute any and all trustees' certificates executed by the Association or any
certificate of any character pertaining to any activity or condition in the
Trust and Financial Services Division of the Association and also shall have
full power and authority to sign any acceptance of any trust on behalf of the
Association, provided, however, (i) that prior approval of the acceptance of
any trust shall have been granted by such directors, officers or committees as
shall then be authorized by the Trust Policy Committee to grant such approval
and (ii) that the giving of such approval shall be made a matter of written
record.

ARTICLE FIVE

COMMITTEES

Section 1.

EXECUTIVE COMMITTEE. The Board of Directors shall, at its
initial meeting after its election in each year, elect from among their
number a committee of three or more who, with the Chairman of the Board and
the President of the Association, acting as ex officio members, shall
constitute the Executive Committee of the Board of Directors. Each member of
the Executive Committee shall serve for the ensuing year and until his or
her successor is elected and shall qualify; provided, however, that any
member of the Executive Committee may be removed, with or without cause, at
any time by the Board of Directors. All vacancies in said Committee shall be
filled by the Board of Directors.

The Chairman of the Board of Directors and the President of the
Association shall be ex-officio members of the Committee and shall have the
power to vote with respect to all matters coming before the Executive
Committee. The Executive Committee shall meet at such times as it may decide.
It shall keep a separate book of minutes of its proceedings and actions, and
make reports to the Board of Directors, from time to time, of its actions.

All the powers of the Board of Directors when the Board is not
in session may be exercised by the Executive Committee, except that the
Executive Committee shall not declare dividends or distribute assets of the
Association. Unless otherwise provided by resolutions duly adopted by the
Board of Directors, a majority of the Executive Committee shall constitute a
quorum for the transaction of business.

The Executive Committee shall review all loans when the total
liability of the borrower exceeds an established amount, which amount is to
be determined and set by the Board of Directors from time to time.

All persons appointed or elected to office by the Executive
Committee shall hold their respective offices only until the next annual
meeting of the Board of Directors.

Each member of the Executive Committee, except salaried
officers of the Association, shall be entitled to an attendance fee for each
meeting of the Committee, the amount of such fee to be established by the
Board of Directors.

Section 2.

AUDIT AND EXAMINATION COMMITTEE. The Board of Directors
shall, at its initial meeting after its election in each year, elect from
among its number a committee of three or more who constitute the Audit and
Examination Committee of the Board of Directors. No member of the Audit and
Examination Committee shall be an officer or employee of the Association or
shall be a member of the Trust Policy Committee. Each member of the Audit and
Examination Committee shall serve until his or her successor is elected and
shall qualify; provided, however, that any member of the Audit and
Examination Committee may be removed, with or without cause, at any time by
the Board of Directors of the Association.

The Audit and Examination Committee shall make suitable
examinations every six months of the affairs of the Association. The result
of such examination shall be reported in writing to the Board of Directors at
the next regular meeting thereafter, stating whether the Association is in a
sound and solvent condition, whether adequate internal audit controls and
procedures are being maintained, and recommending to the Board such changes
in the manner of doing business, etc. as shall be deemed advisable. The Audit
and Examination Committee, upon its own recommendation and with the approval
of the Board of Directors, may employ a qualified firm of Certified Public
Accountants to make an examination and audit of the Association. If such a
procedure is followed, the one annual examination and audit of such firm of
accountants and the presentation of its report to the Board of Directors will
be deemed sufficient to comply with the requirements of this section of these
Amended and Restated By-laws.

At least once during each calendar year and as often as
required by regulations, the Audit and Examination Committee shall make
suitable audits of the Trust and Financial Services Division or cause
suitable audits to be made by auditors responsible only to the Board of
Directors and, at such time, shall ascertain whether the Trust and Financial
Services Division has been administered in accordance with law, appropriate
regulations and sound fiduciary principles. In lieu of such periodic audits,
the Board of Directors may elect to adopt an adequate continuous audit
system. A report of the audits and examinations, together with the action
taken thereon, shall be noted in the minutes of the Board of Directors.

Each member of the Audit and Examination Committee, except
salaried officers, shall be entitled to an attendance fee for each meeting of
the Committee, the amount of such fee to be established by the Human
Resources Committee of the Board of Directors.

Section 3.

TRUST POLICY COMMITTEE. The Board of Directors shall, at its
initial meeting after its election in each year, elect from among its number
a committee of four or more directors, who are not officers or employees of
the Association, who shall constitute the Trust Policy Committee. Each member
of the Trust Policy Committee shall serve for the ensuing year and until his
or her successor is elected and shall qualify; provided, however, that any
member of the Trust Policy Committee may be removed, with or without cause,
at any time by the Board of Directors of the Association.

The Trust Policy Committee shall be responsible for the
formulation of policy with respect to all fiduciary functions exercised by
the Trust and Financial Services Division and shall take all such actions as,
in its judgment, may be necessary to insure the proper functioning of the
Trust and Financial Services Division in matters pertaining to trust
administration, investments, operations and new business development. The
Trust Policy Committee shall from time to time receive information reflecting
the implementation of its decisions and shall have authority to establish
standing or ad hoc committees for the purpose of carrying out policies
formulated by it. The Trust Policy Committee shall review the affairs of the
Trust and Financial Services Division on an annual basis and, if appropriate,
make recommendations with respect thereto. The Trust Policy Committee may
authorize any one or more of its members, or officers assigned to the Trust
and Financial Services Division, to grant prior approval of the acceptance of
any or all appointments of the Association in a fiduciary capacity and to
cause the granting of each such prior approval to be made a matter of written
record. The Trust Policy Committee shall have such other and further duties
as may from time to time be assigned to it by the Board of Directors.

All investments of trust funds shall be made, retained or
disposed of in accordance with policies, procedures or practices established
or approved by the Trust Policy Committee, or with the express approval of
the Trust Policy Committee, and the Trust Policy Committee shall keep minutes
of all of its meetings showing the disposition of all matters considered and
passed upon by it. At least once during each period of twelve months, the
Trust Policy Committee shall review, or cause to be reviewed, all the assets
held in or for each fiduciary account for which the Trust and Financial
Services Division is charged with investment responsibility in order to
determine the safety and current value of such accounts and the feasibility
of retaining or disposing of them.

The Trust Policy Committee shall fix the time for its regular
meetings (to be held at least quarterly), provide for the call of special
meetings and may adopt rules of procedure. Unless otherwise provided by a
resolution duly adopted by the Board of Directors, the majority of the Trust
Policy Committee shall constitute a quorum for the transaction of business.
Each

member of the Trust Policy Committee shall be entitled to an attendance fee
for each meeting of the Trust Policy Committee, the amount of such fee to be
established by the Board of Directors.

Section 4.

HUMAN RESOURCES COMMITTEE. The Board of Directors shall, at
its initial meeting after its election in each year, elect from among its
number a committee of three or more members who shall constitute the Human
Resources Committee. Each member of the Human Resources Committee shall serve
for the ensuing year and until his or her successor is elected and shall
qualify; provided, however, that any member of the Human Resources Committee
may be removed, with or without cause, at any time by the Board of Directors
of the Association. The Human Resources Committee shall monitor, on behalf of
the Board of Directors, management's performance in providing the management
and manpower requirements for the proper functioning and progress of the
Association and shall counsel with management; the Human Resources Committee
shall review plans for management succession, management training and
management development programs; the Human Resources Committee shall review
(and, if directed by the Board of Directors, establish) salary and wage
administration procedures, including current ranges and surveys; approve any
major deviation from established salary and wage levels; review compliance
with applicable regulations; approve (and, if directed by the Board of
Directors, establish) compensation of the principal executive officers,
considering the recommendation of the Chairman of the Board, and in the case
of the Chief Executive Officer's salary, considering the recommendation of
the Chairman or President of SouthTrust Corporation; establish directors'
fees; review and recommend proposed new Board members; review employee
relation plans and activities; and establish a budget for contributions and
review management's recommendations for individual contributions.

Each member of the Human Resources Committee shall be entitled
to an attendance fee for each meeting of the Human Services Committee, the
amount of such fee to be established by the Board of Directors.

Section 5.

The Board of Directors also may appoint, from time to time,
such other committees, including temporary committees, for such purposes and
with such powers as the Board of Directors may determine, and may establish
such attendance fees for the members of such other committees as the Board of
Directors may determine.

Section 6.

The persons constituting the entire membership of any committee
provided for or created pursuant to the Amended and Restated By-laws may be
increased by the Board of Directors whenever it sees fit. In the case of any
such increase in the membership of any such

committee, the Board of Directors may fix the term of service on any committee
of any person elected to fill a vacancy created by any such increase.

ARTICLE SIX

LOANS

Section 1.

Loans may be made by or upon the authority of the Executive Committee
or its designee as specified in the Loan Policy and Administration Manual.

Section 2.

The Board of Directors shall from time to time establish regulations
or standards respecting the review and authority subject to which real estate
loans may be made by the Association in any fiduciary capacity. Authority to
make real estate loans in a fiduciary capacity may be delegated by the Board of
Directors to the Trust Policy Committee; such loans may be made by an officer or
a committee of officers who may be authorized and directed by the Trust Policy
Committee, as the case may be, to perform those duties. In any such case,
instructions relating to the powers, duties, authority and procedure for
approving such loans, the maximum and minimum amounts of same, the terms and
conditions of same, and the names of officers authorized to approve such loans
and appraise or approve the appraisal of the real estate concerned, shall be set
forth in detail in the minutes of the Trust Policy Committee.

Section 3.

On payment of the sums loaned for which collateral security has been
taken, either by mortgage of real or personal property or by other pledge of
collateral, whether said loans have been made from funds of the Association or
from funds held in a fiduciary capacity, the Executive Committee shall from time
to time designate bank officers that shall have the full power and authority to
release or cancel the same on the margin of the record, if recorded, or in any
other manner as the law in such cases may require or permit.

ARTICLE SEVEN

BORROWINGS

Section 1.

With the approval of the Board of Directors of Executive Committee,
the Chairman of the Board, the President, any Executive Vice President, Senior
Vice President, Group Vice President, or Vice President, including those persons
serving in such capacities who also carry the designation of the Trust Officer,
shall have the authority to borrow money, including the authority to pledge and
hypothecate any securities or any stocks or bonds, notes, or any property, real
or personal, of the Association as collateral for such loan, and to endorse or
guarantee in its name any notes or obligations payable or belonging to the
Association and to execute and acknowledge, any document or instrument required
for such purpose or purposes.

Section 2.

All time or interest bearing certificates of deposit may be signed
by the Chairman of the Board, the President, any Executive Vice President,
Senior Vice President, Group Vice President, Vice President, or any Assistant
Vice President, the Cashier or any employee or employees of the Association
designated by name or by job title or description from time to time by the
Chairman of the Board or the President. The provisions of this Section 2 are
supplemental to any other provision of these Amended and Restated By-laws.

ARTICLE EIGHT

SAVINGS DEPOSITS

Section 1.

Savings deposits shall be subject to such rules and regulations as may
be adopted from time to time by the Board of Directors of this Association.

ARTICLE NINE

CORPORATE SEAL

Section 1.

The Corporate Seal of the Association shall be circular in shape and
around the outer circle shall have the words: SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION and on the inner circle may, but need not include the
words: BIRMINGHAM, ALABAMA.

ARTICLE TEN

DIVIDENDS AND DISTRIBUTIONS

Section 1.

The Board of Directors may, at any regular or special meeting, declare
such dividends, or make such distributions, as in its judgement are proper, out
of the earnings and funds of the Association legally available therefor.

ARTICLE ELEVEN

STOCK CERTIFICATES

Section 1.

Certificates evidencing shares of capital stock of this Association
shall be signed by the Chairman of the Board, the President or any Vice
President or Assistant Vice President and the Cashier, or the Secretary and
shall have the seal of the Association affixed thereto. Stock certificates
shall conform to law in all respects.

Section 2.

Transfers of shares of capital stock of the Association can only be
made in writing upon the production of a certificate or certificates evidencing
such shares of capital stock with a transfer and assignment endorsed thereon by
the person, or persons, in whose name the certificates were issued, the personal
representatives thereof, or duly authorized attorneys-in-fact.

The former certificate, or certificates, shall be surrendered and canceled
before the new certificate or certificates are issued or delivered.

Section 3.

The stock transfer books may be closed for such purposes and such time
as may be specified in resolutions duly adopted by the Board of Directors.

Section 4.

In case of loss or destruction of any certificate evidencing shares of
capital stock of the Association, the holder or owner thereof shall give notice
thereof to the Cashier or Secretary of the Association, and if such holder or
owner shall desire the issue of a new certificate in the place of the one lost
or destroyed, he or she shall make affidavit of such loss or destruction and
deliver the same to the Cashier or the Secretary of the Association and
accompany the same with a bond, with security satisfactory to the Association,
to indemnify and save harmless the Association against any loss, damage or
expense in case the certificate so lost or destroyed should thereafter be
presented to the Association. The proof of loss, and the condition and security
of the said bond, shall be approved by the Executive Committee or Board of
Directors before the issue of any new certificate.

ARTICLE TWELVE

AMENDMENT AND REPEAL OF THE AMENDED AND RESTATED BY-LAWS

Section 1.

The Amended and Restated By-laws may be altered, amended or repealed
by the Board of Directors or the shareholders of the Association.

ARTICLE THIRTEEN

EMERGENCY PREPAREDNESS PROGRAM

Section 1.

In the event of the destruction of properties, personnel and records
of the Association, to the extent that continued operation of the Association is
not reasonably possible, provisions in various resolutions hereafter adopted by
the Board of Directors with reference to emergency operations shall become
effective and continue to be in effect until conditions warrant the
reestablishment of operations.

EXHIBIT 6

CONSENT OF TRUSTEE

Pursuant to the Requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the proposed issue of Senior Unsecured Debt by Promus
Hotels, Inc., we hereby consent that reports of examination by Federal,
State, Territorial, or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therfor.

SouthTrust Bank of Alabama
National Association

By: /s/ Xxxx Xxxxx
----------------------
Vice President & Manager
Corporate Trust

Dated: October 10, 1996

EXHIBIT 7

Comptroller of the Currency
Administrator of National Banks

REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of the

SouthTrust Bank of Alabama, National Association of Birmingham in the state of
Alabama, at the close of business on June 30, 1996, published in response to
call made by Comptroller of the Currency, under title 00, Xxxxxx Xxxxxx Code,
Section 161. Charter Number 14569 Comptroller of the Currency Southeastern
District.

Statement of Resources and Liabilities

ASSETS Thousands of dollars

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . . . . . . . . . . . 306,714
Interest-bearing balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,088
Securities
Held-to-maturity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 867,810
Available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,440,445
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,400
Securities purchased under agreements to resell. . . . . . . . . . . . . . . . . . . . . . . . . . . 50,942
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . . . . . . . . . . . . . . . . . . . 8,827,508
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . . . . . . 118,785
LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . . . . . . . . 0
Loans and leases, net of unearned income, allowance and reserve. . . . . . . . . . . . . . . . . . . 8,708,723
Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Premises and fixed assets (including capitalized leases). . . . . . . . . . . . . . . . . . . . . . . . . 207,874
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,873
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . . . . . . 0
Customers' liability to this bank on acceptances outstanding. . . . . . . . . . . . . . . . . . . . . . . 22,628
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,566
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227,841
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,034,904

LIABILITIES

Deposits:
In domestic offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,823,943
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,363,993
Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,919,950
In foreign offices, Edge and Agreement subsidiaries, and IBF's . . . . . . . . . . . . . . . . . . . 258,360
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,440,446
Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,761
Demand notes issued to the U.S. Treasury. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,198
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money:
With a remaining maturity of one year or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . 977,763
With a remaining maturity of more than one year. . . . . . . . . . . . . . . . . . . . . . . . . . . 427,000
Mortgage indebtedness and obligations under capitalized leases. . . . . . . . . . . . . . . . . . . . . . 0
Banks liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 22,628
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130,349
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,225,448
Limited-life preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0

EQUITY CAPITAL

Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,006
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182,284
Undivided profits and capital reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632,106
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . (13,940)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Total equity capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 809,456
Total liabilities, limited-life preferred stock, and equity capital . . . . . . . . . . . . . . . . . . . 12,034,904

I, Xxxxx X. Xxxxxxxxx, Senior Vice President and
Controller of SouthTrust Bank of Alabama, National
Association, do hereby declare that this Report of
Condition is true and correct to the best of my
knowledge and belief.

/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx

October 9, 1996
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Date

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