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                                                               EXHIBIT NO. 10(r)

                              RETIREMENT AGREEMENT


         This RETIREMENT AGREEMENT is made and entered into as of the 15th day
of October, 2003, by and between JULIAN W. BANTON, an individual ("Executive"),
and SOUTHTRUST CORPORATION, a Delaware corporation (the "Company"), and
SOUTHTRUST BANK, an Alabama banking corporation and a subsidiary of the Company
(the "Bank").

                                   WITNESSETH:

         WHEREAS, the Executive has served the Company and the Bank in an
executive capacity for a number of years; and

         WHEREAS, the Executive has served as the Chairman, Chief Executive
Officer and as a director of the Bank and is currently serving as the President
of the Company, and as a director of the Company; and

         WHEREAS, the Executive has provided significant, outstanding and
superlative service to the Company and the Bank during his employment; and

         WHEREAS, the Executive has determined to retire from active employment
with the Company and the Bank and the Company and the Bank have determined to
accept the Executive's decision to retire, and have determined further to
provide certain retirement and other benefits to Executive not otherwise
currently provided for, all as more particularly set forth herein.

                  NOW, THEREFORE, in consideration of the terms, conditions,
covenants and premises herein contained, it is mutually agreed by and between
the Executive, the Company and the Bank as follows:


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         1.       Retirement. The Company, the Bank and the Executive
                  acknowledge and agree that the Executive, at the Executive's
                  election, has determined to retire prior to attaining age
                  sixty-five (65) ("Early Retirement"). For purposes of
                  determining the benefits to be paid to Executive from the
                  SouthTrust Corporation Retirement Income Plan, as amended (the
                  "Retirement Plan"), the SouthTrust Corporation Additional
                  Retirement Benefit Plan, as amended ("the Additional Plan"),
                  the SouthTrust Corporation Performance Incentive Retirement
                  Benefit Plan, as amended (the "Performance Incentive Plan"),
                  the SouthTrust Corporation Enhanced Retirement Benefit Plan,
                  as amended (the "Enhanced Plan"), and the SouthTrust
                  Corporation Executive Management Retirement Plan, as amended
                  (the "Executive Management Plan") (collectively, the "Plans"),
                  the Executive shall be deemed to have continued employment
                  with the Company as an "Eligible Employee," as defined in the
                  Retirement Plan until age sixty-five (65). Additionally,
                  Executive's rate of compensation as of October 15, 2003 shall
                  be deemed to have continued until age sixty-five (65). The
                  benefits due the Executive under the Plans shall not be
                  actuarially reduced due to commencement of benefit payment
                  prior to his attainment of age 65. The Company may, in its
                  sole discretion and to the extent allowed by law, amend the
                  Plans to provide the benefits provided for hereunder.
                  Alternatively, the Company may pay directly the difference
                  between the benefits under the Plans as calculated as provided
                  hereunder and the benefits that would have been paid from the
                  Plans in the absence of this Agreement. In the event the
                  Company elects not to amend the Plans, the Company shall
                  establish a trust, substantially in the form of Exhibit A
                  hereto, for the benefit of Executive and shall transfer to
                  such trust an amount equal to the actuarially determined
                  amount necessary to provide for the payments hereunder.

         2.       Additional Compensation. The Company shall establish a
                  bookkeeping account as of January 1, 2004 in the name of the
                  Executive and shall credit such account with the sum of
                  $500,000. Such account shall be credited with interest at a
                  rate equal to the interest rate at which accounts are credited
                  under the SouthTrust Deferred Compensation Plan. Beginning on
                  April 1, 2004 and as of the beginning


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                  of each calendar quarter thereafter until January 1, 2015, the
                  Company shall pay to Executive an amount equal to the balance
                  of such bookkeeping account divided by the number of such
                  quarterly installments remaining. In the event of Executive's
                  death prior to January 1, 2015, the payments required
                  hereunder shall be paid to the Executive's designated
                  beneficiary. The Company shall establish a trust,
                  substantially in the form of Exhibit A hereto, for the benefit
                  of Executive and shall promptly transfer to such trust
                  $500,000 as well as any amounts required in the future to
                  provide for the interest accrued on the Deferred Compensation
                  Account. Such additional deposits for interest shall be made
                  to the Trust at least on an annual basis.

         3.       Split Dollar Life Insurance. Prior to December 31, 2003, the
                  Company and the Executive shall determine and effect a
                  mutually agreeable disposition of the Split Dollar Agreements
                  between the Company and The JWB Trust with respect to policies
                  of life insurance on the last to die of the Executive and his
                  wife.

         4.       Medical Insurance Benefits. The Company agrees that it will
                  maintain, until the Executive attains age sixty-five (65),
                  medical and health insurance covering the Executive and the
                  Executive's dependents at the same level as such insurance is
                  maintained for a full-time employee of the Company occupying a
                  position comparable to that occupied by the Executive
                  immediately prior to Early Retirement. In the event the
                  Company shall cease to maintain medical or health insurance
                  for its full-time employees or shall cease to have full-time
                  employees at any time prior to the Executive's sixty-fifth
                  (65th) birthday, the Company shall maintain medical and health
                  insurance covering the Executive at the same level as such
                  insurance was maintained for a full-time employee of the
                  Company occupying a position comparable to that occupied by
                  the Executive immediately prior to Early Retirement at the
                  last point in time the Company so maintained medical and
                  health insurance for its full-time employees.

         5.       Office and Support. The Executive shall be furnished office
                  space in Birmingham, Alabama at a location mutually agreeable
                  to the Company and the


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                  Executive. The Executive shall be furnished with secretarial
                  and office support at a level mutually acceptable to Executive
                  and the Company. The office space and secretarial and office
                  support shall be provided to the Executive until the earlier
                  of the date of the Executive's 65th birthday or the date the
                  Executive notifies the Company that Executive no longer
                  requires such office space and secretarial support.

         6.       Certain Additional Benefits.

                  (a)      Automobile Transfer. The Company and the Executive
                           agree that the Company will, without charge to the
                           Executive, permit the Executive to retain any
                           automobile owned by the Company which the Executive
                           may be using at Early Retirement, and the Company
                           agrees to execute a bill of sale, or such other
                           instrument and documentation as may be necessary,
                           vesting title to such automobile in the Executive.

                  (b)      Club Membership. The Company also agrees, until the
                           Executive attains age sixty-five (65), to pay, on
                           behalf of the Executive, all dues and other charges
                           necessary in order to enable the Executive to be a
                           member of the Mountain Brook Country Club in
                           Birmingham, Alabama.

                  (c)      Financial Advisory Services. The Company agrees,
                           until the Executive attains age seventy (70), to pay,
                           on behalf of Executive, financial planning and
                           advisory fees to AYCO.

         7.       Taxes. Executive shall be responsible for and pay any income
                  taxes due or owing by Executive as the result of the Company's
                  providing hereunder any of the benefits or services to the
                  Executive or Executive's dependents.

         8.       Resignation as Director and Trustee. Executive has previously
                  resigned, effective as of October 14, 2003, as Chairman of the
                  Board and as a director of the Bank and has relinquished his
                  duties as Chief Executive Officer of the Bank. In addition,
                  Executive hereby resigns, effective as of December 31, 2003,
                  as President of the Company and as a director of the Company.


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         9.       Certain Fees and Expenses. The Company agrees to pay promptly,
                  as incurred, and to the full extent permitted by law, all
                  legal fees and expenses which the Executive may reasonably
                  incur as a result of any contest (regardless of the outcome
                  thereof) by the Company, the Executive or others of the
                  validity or enforceability of, or liability under, any
                  provision of this Agreement or any guarantee or performance
                  thereof (including as a result of any contest by the Executive
                  about the amount of any payment pursuant to this Agreement),
                  plus in each case interest on any delayed payment at the
                  applicable Federal rate provided for in Section 7872(f)(2)(A)
                  of the Internal Revenue Code.

         10.      Severability. If any term, provision, covenant or restriction
                  contained in this Agreement is held by any court of competent
                  jurisdiction or other competent authority to be invalid, void
                  or unenforceable or against public or regulatory policy, it is
                  the intention of the Company and the Executive that such
                  provision shall be appropriately altered by such court or
                  other authority to render such provision valid and enforceable
                  to the fullest extent possible, and, in any event, that the
                  remainder of the terms, provisions, covenants, and
                  restrictions contained in this Agreement shall remain in force
                  and effect and shall be in no way affected or invalidated by
                  the invalidity or unenforceability of any other term,
                  provision, amendment or restriction.

         11.      Entire Agreement. This entire Agreement between the Company,
                  the Bank and the Executive with respect to the subject matter
                  contemplated in this Agreement supersedes all prior
                  arrangements understandings with respect thereto, whether
                  written or oral.

         12.      Successors and Assigns. This Agreement shall be binding upon
                  and shall inure to the benefit of the parties hereto, and as
                  to each of the Company and the Bank, this Agreement shall be
                  binding upon and shall inure to the benefit of the successors
                  and assigns of each of the Company and the Bank, including any
                  successor or assign of the Company or the Bank resulting from
                  any merger, consolidation or reorganization of the Company or
                  the Bank, any sale of assets of the Company or


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                  the Bank or any other business combination involving the
                  Company or the Bank, and as to the Executive, this Agreement,
                  unless otherwise specified to the contrary, shall be binding
                  upon and shall inure to the benefit of the Executive's heirs,
                  executors, administrators and personal representatives.

         13.      Modifications. This Agreement may not be changed or modified,
                  nor may any provision hereof be waived, except by an agreement
                  in writing executed by the party against whom enforcement of
                  the change, modification or waiver is asserted.

         14.      Governing Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of Alabama,
                  except to the extent that the laws of the United States may be
                  applicable to this Agreement.

         15.      Unfunded Status. Despite the establishment of a trust as
                  provided for in Section 1 or 2 hereof, it is intended that the
                  provisions of Sections 1 and 2 hereof shall be unfunded for
                  purposes of Title I of ERISA and that the right of the
                  Executive or the Executive's beneficiary to receive the
                  benefits provided in Sections 1 and 2 hereof, shall be no
                  greater than that of an unsecured creditor of the Company or
                  the Bank.


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         IN WITNESS WHEREOF, each of the Company and the Bank has hereunto
caused its signature and seal to be affixed to this Agreement and the Executive
has hereunto set his hand and seal, on the date and year set forth above.


                                       SOUTHTRUST CORPORATION


                                  By /s/ Wallace D. Malone, Jr.
                                     --------------------------------------
                                  Its
                                      -------------------------------------
ATTEST:

/s/ John D. Buchanan
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     Secretary




                                          /s/ Julian W. Banton       (L.S.)
                                  -----------------------------------
                                            Julian W. Banton
                                               Executive
WITNESS:

/s/ Jim W. Shelton
---------------------



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