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                                                                    Exhibit 4(b)

STATE OF ALABAMA

JEFFERSON COUNTY


                                   SOUTHTRUST
                             401(k) TRUST AGREEMENT


         THIS AGREEMENT, made this 29th day of December, 2000, by and between
SOUTHTRUST CORPORATION, a corporation organized under the laws of the State of
Delaware, with its principal place of business located at Birmingham, Alabama
(hereinafter for brevity referred to as the "Employer"), and SOUTHTRUST BANK, a
banking association, having its principal place of business in Birmingham
(hereinafter for brevity referred to as the "Trustee"), as follows:


                              W I T N E S S E T H:


         WHEREAS, Employer maintains the SouthTrust Corporation Employees'
Profit Sharing Plan and Trust, originally effective August 8, 1966; and

         WHEREAS, said Plan and Trust are currently in the form of a single
document; and

         WHEREAS, it is advisable that said Plan and Trust be divided into the
SouthTrust 401(k) Plan and the SouthTrust 401(k) Trust Agreement, which will be
two separate documents; and

         WHEREAS, said Plan provides that the Employer reserves the right at any
time to amend in whole or in part any and all provisions of said Plan; and

         WHEREAS, it is intended that this Trust Agreement shall constitute a
part of the SouthTrust Corporation 401(k) Plan, the provisions of which are
herein incorporated by reference, which will qualify under Section 401(a) of the
Code and thereby obtain a tax-exempt status under Section 501(a) of the Code;
and

         NOW, THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, it is agreed by and between the Employer and Trustee
that the within Trust Agreement shall contain all of the terms and provisions of
the SouthTrust Corporation 401(k) Trust as of the date hereof and that the terms
and provisions of the original trust agreement and amendments thereto are
modified and amended as set forth herein:
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                                    ARTICLE I

                                   DEFINITIONS

         When used herein, the following words and phrases shall have the
following meanings, unless the context clearly indicates otherwise.

         1.1      "Anniversary Date" shall mean the last day of the Plan Year.

         1.2      "Beneficiary" shall mean, subject to the distribution
provisions of Article VIII of the plan, the person or persons selected in
writing by the Participant to receive the benefits under the Plan in the event
of the Participant's death. Wherever the rights of a Participant are stated or
limited herein, his Beneficiary shall be deemed bound thereby. If any
Participant shall fail to designate a Beneficiary, or if there is no designated
Beneficiary surviving at the Participant's death, the Administrator shall be
empowered to designate a Beneficiary or Beneficiaries on his behalf, but only
from among the following, in the order named: (1) spouse, (2) children, in equal
shares, (3) parents, in equal shares or survivor, (4) brothers and sisters, per
stirpes, and (5) estate of the Participant. In the event any of the above shall
be under the age of majority, then the proceeds shall be paid in accordance with
the provisions for making payments for the benefit of minors outlined in Article
VIII of the Plan.

         1.3      "Board" shall mean the Board of Directors of the Employer.

         1.4      "Code" shall mean the Internal Revenue Code of 1986, as
amended.

         1.5      "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

         1.6      "Employee" shall mean any person employed by Employer
maintaining the Plan or any other employer required to be aggregated with such
Employer under Sections 414(b), (c), (m) or (o) of the Code. For purposes of
determining whether or not the Plan meets the requirements of Section 10.2 of
the Plan, the term Employee shall also include the Beneficiary of an Employee.
The term Employee shall also include leased employees within the meaning of
Section 414(n) or 414(o) of the Code.

         1.7      "Administrative Committee" shall mean the Administrative
Committee provided for in Article IV of the Plan.

         1.8      "Employer" shall mean SouthTrust Corporation, a corporation
having its principal office at Birmingham, Alabama, or any successor thereto by
merger, purchase or otherwise, and any participating employer which may adopt
the Plan.

         1.9      "Named Fiduciary" shall be the Administrative Committee or
such other party, individual or otherwise, appointed by the Board.

         1.10     "Participant" shall mean any Employee who meets (or has met in
prior plan years) the participation and eligibility requirements set out in the
Plan, and whose nonforfeitable benefits have not been fully distributed.

         1.11     "Participating Employer" shall mean any corporation,
partnership, professional corporation or professional association which has
adopted the Plan pursuant to ARTICLE XIV of the Plan.



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         1.12     "Plan" shall mean SouthTrust Corporation 401(k) Plan, as set
forth by that document and all amendments thereto.

         1.13     "Plan Administrator" (hereinafter sometimes for brevity
referred to as "Administrator") shall be the Administrative Committee or such
other party, individual or otherwise, appointed by the Board.

         1.14     "Plan Year" shall mean the period of twelve (12) consecutive
months beginning on the first day of January and ending on the last day of
December.

         1.15     "Rollover Account" shall mean the account maintained by the
Employer to record transfers to the Trustee pursuant to ARTICLE XI of the Plan.

         1.16     "Taxable Year" shall mean the annual accounting period for
which the Employer regularly computes income for federal income tax purposes.

         1.17     "Trust Fund" shall mean all funds and property received by the
Trustee, including Contracts, if any, together with all income, profits or other
increment thereon.

         1.18     "Trustee" shall mean the individuals or bank selected by the
Board of Directors of the Employer, as Trustee of the Plan, which has agreed to
perform the duties of Trustee as set out in this Trust Agreement.

         1.19     Where such meanings would be appropriate, pronouns or other
words indicating masculine, feminine or neuter gender shall be deemed to include
other genders, and the singular shall include the plural and the plural the
singular.


                                   ARTICLE II

                                     TRUSTEE

         2.1      Establishment and Acceptance of Trust. The Trustee shall
receive any contributions paid to it in cash, or in kind, which shall
constitute, together with other contributions made from year to year by Employer
and Employee and income, interest, gains and losses thereon, the Trust Fund. The
Trust Fund shall be held, managed and administered in trust pursuant to the
terms of this Trust Agreement. The Trustee hereby accepts the Trust Fund created
hereunder and agrees to perform and discharge its duties under this Trust
Agreement solely in the interest of the Participants and Beneficiaries and,

                  (a)      for the exclusive purpose of (1) providing benefits
to Participants and their Beneficiaries, and (2) defraying reasonable expenses
of administering the Trust Fund;

                  (b)      with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aim;

                  (c)      by diversifying the investment of the Trust Fund so
as to minimize the risk of large losses, unless under the circumstances it is
clearly prudent not to do so; and



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                  (d)      in accordance with the documents and instruments
governing the Plan and Trust Agreement insofar as such documents and instruments
are consistent with provisions of ERISA.

         2.2      Investment of Trust Fund. The Trustee shall invest the Trust
Fund assets in stocks, bonds, securities, investment company or trust shares,
mortgages, notes, choses in action, leaseholds, real estate, improvements
thereon, and other property, specifically including units of participation in
the SouthTrust Corporation Group Trust for Retirement Plans (the instrument
creating such group trust fund, together with any amendments, modifications or
supplements thereto, being hereby incorporated herein and made a part hereof as
fully and to all interests and purposes as if set forth herein at length) and
also including "qualifying employer securities, " as said term is defined in
Section 407(d)(5) of ERISA, and "qualifying employer real property" as said term
is defined in Section 407(d)(4) of ERISA, all wheresoever situated and without
regard to any law now or hereafter in force limiting investments for trustees or
other fiduciaries: provided, that no "qualifying employer securities" or
"qualifying employer real property" shall be purchased if such purchase would
result in eighty percent (80%) or more of the fair market value of the Fund
being invested in "qualifying employer securities" and "qualifying employer real
property."

         2.3      Powers of Trustee. The Trustee shall have the following powers
and authority in the administration of the Trust Fund:

                  (a)      Establish Investment Funds. To develop and establish
Investment Funds within the Trust Fund, with varying strategies and
philosophies, which are to be offered to Participants for investment of their
accounts. The Trustee may, from time to time, create additional Investment Funds
or eliminate existing Investment Funds.

                  (b)      Develop Procedures for Fund Transfers. To develop
procedures necessary to effect transfers among Investment Funds, including
utilization of a Voice Response System and the Internet. Procedures for fund
transfers may include information regarding unanticipated situations, such as
technical difficulties with computerized systems or the unavailability of a
price on a selected fund due to circumstances beyond the control of the
Employer.

                  (c)      Purchase of Property. To purchase and subscribe for,
any securities or other property and to retain the same in the Trust Fund.

                  (d)      Sale, Exchange, Conveyance and Transfer of Property.
To sell, exchange, convey, transfer, or dispose of, and to grant options with
respect to, any property, real or personal, at any time held in the Trust Fund.
Any sale may be made by the Trustee by private contract or by public auction,
and for cash, or upon credit, or partly for cash or partly upon credit, as the
Trustee may deem prudent; no person dealing with the Trustee shall be bound to
supervise the application of the proceeds of any transaction or to inquire into
the validity, expediency, or propriety of the transaction.

                  (e)      Exercise of Owner's Rights. To vote upon any stocks,
bonds or other securities, to give general or special proxies or
powers-of-attorney with or without power of substitution; to exercise any
conversion privileges, subscription rights, or other options, and to make any
payments incidental thereto; to oppose or to consent to or otherwise participate
in corporate reorganizations or other changes affecting corporate securities,
and to delegate discretionary powers, and to pay any assessments or charges in
connection therewith; and generally, to exercise any of the powers of an owner
with respect to stocks, bonds, securities, or other property held as part of the
Trust Fund.

                  (f)      Registration of Investments. To cause any securities
or other property to be registered in Trustee's own name or in the name of one
or more of Trustee's nominees, and to hold any


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investments in bearer form, but the books and records of the Trustee shall at
all times show that all such investments are part of the Trust Fund.

                  (g)      Borrowing and Lending. To borrow or raise money for
the purpose of the Trust Fund in such amount, and upon such terms and
conditions, as the Trustee shall deem advisable; and, for any sum so borrowed,
to issue promissory notes as Trustee, and to secure the repayment thereof by
pledging all, or any part of, the Trust Fund, except for segregated accounts;
and no person lending money to the Trustee shall be bound to see to the
application of the money lent or to inquire into the validity, expediency or
propriety of any such borrowing.

                  (h)      Retention of Cash. To keep such portion of the Trust
Fund in cash or cash balances as the Trustee may, from time to time, deem to be
in the proper discharge of Trustee's duties.

                  (i)      Retention of Property Acquired. To accept and retain,
for such time as Trustee may deem advisable, any securities or other property
received or acquired by Trustee, as Trustee hereunder, whether or not such
securities or other property would normally be purchased as investments
hereunder.

                  (j)      Execution of Instruments. To make, execute,
acknowledge, and deliver any and all documents and all other instruments that
may be necessary or appropriate to carry out the powers herein granted.

                  (k)      Settlement of Claims and Debts. To settle,
compromise, or submit to arbitration any claims, debts, or damages due or owing
to or from this Trust, to commence or defend suits or legal or administrative
proceedings, and to represent the Trust in all suits and legal and
administrative proceedings.

                  (l)      Employment of Agents and Counsel. To employ suitable
agents and counsel (who may be counsel for the Employer), and to pay their
reasonable expenses and compensation.

                  (m)      Management of Property. To retain, manage, operate,
repair, improve, mortgage, lease for any period, any real or personal property
held by the Trustee, and to purchase and carry insurance in such amount and
against such assets as the Trustee may deem advisable.

                  (n)      Power To Do Any Necessary Act. To do all such acts,
take all such proceedings, and exercise all such rights and privileges, although
not specifically mentioned herein, as the Trustee may deem necessary to
administer the Trust Fund and to carry out the purposes of this Trust Agreement.

                  (o)      Notwithstanding anything herein to the contrary the
Trustee shall not be required to make any inventory, appraisal or settlement or
report to any court, or to secure any order of court for the exercise of any
power herein contained, or give bond.

         2.4      The Trustee shall make such loans to Participants as directed
in writing by the Plan Administrator, provided, that such loans are made
according to a uniform and nondiscriminatory policy adopted by the Administrator
and in accordance with the requirements set forth in ARTICLE XII of the Plan.
The Trustee may require such documentation as it deems necessary to comply with
ARTICLE XII of the Plan and shall exercise its direction in accordance with the
requirements of Section 2.1 of the Trust Agreement. The Trustee shall be
empowered to perform any act which may be necessary in implementing the
provisions of ARTICLE XII of the Plan.



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                                   ARTICLE III

                          PAYMENTS FROM THE TRUST FUND

         3.1      In General. The Trustee shall, from time to time, at the
written direction of the Administrator, make payments out of the Trust Fund to
Participants and their Beneficiaries in satisfaction of benefits due them under
the terms of the Plan, as may be specified in the written directions of the
Administrator, and upon any such payment being made, such funds shall no longer
constitute a part of the Trust Fund from which it was made. Each such written
direction shall be accompanied by a certificate of the Administrator that the
payment is in accordance with the provisions of this Agreement. The Trustee
shall not be responsible in any way with respect to the application of such
payments or for the adequacy of the Trust Fund to meet and discharge any and all
liabilities under this Agreement.

         3.2      Payment of Compensation, Expenses and Taxes. The Trustee shall
be paid a reasonable compensation as shall be agreed upon by the Employer and
the Trustee, except that if the Trustee is an Employee of the Employer, he shall
not receive compensation for services performed as a Trustee. The Trustee, in
performing the Trustee's duties under this Plan, may employ counsel, accountants
and other agents as the Trustee shall deem advisable. All expenses incurred by
the Trustee in the administration of the Trust Fund, including, but not limited
to, the compensation of counsel, accountants, investment managers, brokers, the
Trustee, other agents or fiduciaries, shall be charged against the Trust Fund,
to the extent not paid directly by or reimbursed by the Employer. All taxes that
may be levied or assessed under existing or future laws upon, or in respect to,
the Trust Fund, its assets or the income therefrom, shall be a charge upon the
Trust Fund to the extent not paid directly by Employer, and the Trustee may pay
such sum or sums as may be required to satisfy any tax obligation. The payments
made by the Trustee shall be charged to the Participants' accounts in the same
proportion and manner as losses of the Trust Fund are chargeable.

         3.3      Reversions to Employer. Except as hereinafter provided, it
shall be impossible at any time prior to the satisfaction of all liabilities
with respect to Participants and their Beneficiaries, for any part of the Trust
Fund to be used for or diverted to purposes other than for the exclusive benefit
of the Participants under the Plan and their Beneficiaries. In the event Plan
Sections entitled "Limitations on Annual Additions," "Exclusive Benefit Rule"
and "Employer Reversion Upon Initial Disqualification" are applicable, the
Trustee shall, at the written direction of the Administrator, make payments from
the Trust Fund to the Employer pursuant to such provisions.


                                   ARTICLE IV

                                   ACCOUNTING

         4.1      Trustee Records. The Trustee shall keep accurate and detailed
account of all investments, receipts, disbursements and other transactions
hereunder. All accounts, books and records relating to such transactions shall
be open to inspection and audit at all reasonable times by the Administrator or
the Employer.

         As soon as practicable, but no later than 90 days, following the close
of each fiscal year of the Trust and as soon as practicable, but no later than
90 days, after the removal or resignation of the Trustee, as hereinafter
provided, the Trustee shall file a report with the Employer and Plan
Administrator setting forth all investments, receipts, disbursements and other
transactions effected by the Trustee during the fiscal year or during the period
from the close of the last fiscal year to the date of such removal or
resignation. The report shall contain an exact description, the cost, as shown
on the Trustee's books and where readily ascertainable, the market value as of
the end of such period of every item held in the Trust Fund and the amount and
nature of every obligation owed by the Trust Fund.


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                                    ARTICLE V

            REMOVAL, RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEE

         5.1      Removal. The Trustee or, in the case of more than one Trustee,
any one or more of the Trustees may be removed by the Named Fiduciary at any
time upon sixty (60) days notice in writing to said Trustee or Trustees. Within
said sixty (60) day period, the Named Fiduciary shall appoint a successor
Trustee or Trustees, as hereinafter provided in Section 5.3, and shall give
written notice to the Employer, Administrator, and the Trustee or Trustees who
are removed that the remaining Trustee or Trustees shall serve as successors.
Upon acceptance of such appointment by the successor, the Trustee or Trustees
who are removed shall assign, transfer and pay over to such successor all funds
and property then constituting the Trust Fund; or, in the event less than all
the Trustees are removed and the remaining Trustee or Trustees shall become the
successor, such Trustee or Trustees who have been removed shall relinquish all
right, title and interest in and to any funds or properties constituting the
Trust Fund.

         5.2      Resignation. The Trustee or, in the case of more than one
Trustee, any one or more of the Trustees may resign at any time by giving
written notice thereof to the Named Fiduciary, the Employer and the
Administrator setting forth the effective date of such resignation, which in no
event shall be less than sixty (60) days from the date of said written notice,
unless otherwise agreed to by the resigning Trustee or Trustees and the Named
Fiduciary. In the event less than all the Trustees shall tender their
resignations, the same written notice shall be given to the remaining Trustee or
Trustees. Within said sixty (60) day period, the Named Fiduciary shall appoint a
successor Trustee or Trustees, as hereinafter provided in Section 5.3, and shall
give written notice to the Employer, Administrator and resigning Trustee or
Trustees that the remaining Trustee shall serve as successor. Upon acceptance of
such appointment by the successor, the resigning Trustee or Trustees shall
assign, transfer and pay over to such successor all funds and properties then
constituting the Trust Fund; or, in the event less than all the Trustees shall
resign and the remaining Trustee or Trustees shall become the successor, such
resigning Trustee shall relinquish all right, title and interest in and to any
funds or properties constituting the Trust Fund.

         5.3      Appointment of Successor Trustee. Upon the removal or
resignation of a Trustee or Trustees, the Named Fiduciary shall appoint a
successor Trustee or Trustees, who shall have the same powers and duties as
those conferred upon the Trustee or Trustees who are being removed or who are
resigning. Written notice of such appointment shall be given by the Named
Fiduciary to the Trustee or Trustees who are being removed or who are resigning
within sixty (60) days from the notice of removal or resignation, together with
a copy of the written acceptance by the successor Trustee or Trustees.


                                   ARTICLE VI

                           FIDUCIARY RESPONSIBILITIES

         6.1      Allocation of Responsibilities Among Fiduciaries.

                  (a)      Trustee: The Trustee shall have exclusive
responsibility for the control and management of the Trust Fund, as provided in
the Trust Agreement and specifically, but not in limitation of its general
authority, investment and reinvestment of the Trust Fund.

                  (b)      Administrator: The Administrator shall have
responsibility and authority to control the operation and administration of the
Plan as specifically set forth in ARTICLE IV of the Plan.


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                  (c)      The Employer:

                           (i)      The Employer shall have the authority and
responsibility for (i) the design of the Plan, including the right to amend the
Plan; (ii) the qualification under applicable law of the Plan, any amendments to
the Plan, and any document relating to the Plan; (iii) the funding of the Plan;
(iv) the designation of the Named Fiduciary; (v) review of disallowed claims of
Participants; (vi) appointment of an Investment Manager; and (vii) the exercise
of all fiduciary functions provided in the Plan or in the Trust Agreement or
necessary to the operation of the Plan except such functions as are assigned to
other fiduciaries pursuant to the Plan or Trust Agreement, including the
authority to allocate or delegate fiduciary responsibilities which do not
involve the management and control of assets of the Trust Fund.

                           (ii)     Any authority assigned or reserved to the
Employer under the Plan and Trust Agreement shall be exercised by resolution of
the Employer's Board and shall become effective, with respect to the Trustee,
upon written notice to the Trustee signed by the President, Treasurer or
Secretary of the Employer advising the Trustee of such exercise.

                           (iii)    The Employer as Named Fiduciary shall
allocate and delegate fiduciary responsibilities by giving written notice
thereof to the Plan Administrator and the Trustee of the responsibilities to be
allocated and the person or persons to whom the responsibilities are to be
allocated. In implementing the procedure for the allocation and delegation of
fiduciary responsibilities, the Employer shall discharge its duties with respect
to such allocation and delegation with the care, prudence and diligence under
the circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of like
character with like aims; and it shall discharge its duties solely in the
interest of the Participants and their Beneficiaries. The Employer shall make a
formal periodic review of the performance of any fiduciary to whom it allocates
or delegates fiduciary responsibilities and of any person which it employs to
render advice in regard to any fiduciary responsibility which it has under the
Plan and Trust Agreement.

         6.2      No Joint Fiduciary Responsibilities.

                  (a)      It is intended under the Plan and Trust Agreement,
that the Plan Administrator, Named Fiduciary, Employer and Trustee, shall be
responsible for the proper exercise of their respective powers, duties,
responsibilities and obligations and they shall not be responsible for any act
or failure to act of each other.

                  (b)      This ARTICLE VI is intended to allocate to each
fiduciary individual responsibility for the prudent execution of the functions
assigned to him, and none of such responsibilities or any other responsibility
shall be shared by two or more of such fiduciaries unless such sharing shall be
provided by a specific provision of the Plan or Trust Agreement. Whenever one
fiduciary is required by the Plan or Trust Agreement to follow the directions of
another fiduciary, the two fiduciaries shall not be deemed to have been assigned
a shared responsibility, but the responsibility of the fiduciary giving the
directions shall be deemed his sole responsibility, and the responsibility of
the fiduciary receiving those directions shall be to follow them insofar as such
instructions are on their face proper under applicable law. Each fiduciary,
other than the Trustee, may rely upon any direction, information or action with
respect to the investment and reinvestment of the Trust Fund as being proper
under the Plan and Trust Agreement and they are not required by the terms of the
Plan and Trust Agreement to inquire into the propriety of any investment or
reinvestment of assets. Nothing in the Plan or Trust Agreement shall be deemed
to enlarge the responsibilities or liabilities of any fiduciary with respect to
the Plan and Trust Agreement beyond those imposed by ERISA.



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         6.3      Advisor to Named Fiduciary. The Named Fiduciary may employ one
or more persons to render advice concerning any responsibility of the Named
Fiduciary under the Plan or Trust Agreement, and all other fiduciaries may rely
on such advice, any written opinions or certificates without further
investigation.







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                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

         7.1      Amendment. The Employer shall have the right at any time and
from time to time, to amend, in whole or in part, any or all of the provisions
of this Trust Agreement, provided, however, that the duties, responsibilities
and liabilities of the Trustee hereunder shall not be increased without its
prior written consent and provided, further, that no amendment hereto shall
divert any part of the Trust Fund to purposes other than for the exclusive
benefit of the Participants, retired Participants or Beneficiaries, at any time
prior to the satisfaction of all liabilities to the Participants, retired
Participants, or Beneficiaries, or for the purpose of defraying reasonable
expenses of administering the Trust Agreement and the Plan. Any such amendment
shall become effective upon delivery to the Trustee (and the endorsement of the
Trustee of its written consent thereto, if such consent is required) of a
written instrument executed by an officer of the Employer thereunto duly
authorized by resolution of the Board; provided, that the Chairman of the Board
or the Chief Executive Officer of the Employer may amend the Trust by executing
a written instrument providing for such amendment; and provided further that any
such amendment adopted by the Chief Executive Officer or Chairman of the Board
of the Employer without prior authorization by the Board must have no
substantial economic effect upon the Employer, the Plan, the Trust, the
Participants in the aggregate or benefits payable. Any amendment to the Trust so
effected shall, without further action by the Employer, be binding upon the
Employer. The provisions of this Section shall be deemed a procedure for
amending the Trust and for identifying the persons who have authority to amend
the Trust and is intended to satisfy the requirements of Section 402(b)(3) of
ERISA. The Employer shall have the right, in said manner, to amend this Trust
Agreement retroactively to its effective date in order to initially satisfy the
requirement of Section 401(a) of the Code, any provisions of ERISA, and any
other provisions of the Code, and to terminate this Trust Agreement in the event
of failure by the Internal Revenue Service, after application, to determine that
the Plan and this Trust Agreement initially satisfy the requirements of Section
401(a) of the Code.

         7.2      Termination. The Employer shall have the right at any time to
terminate this Agreement and the Trust Fund hereby created, by delivering to the
Trustee written notice of such termination. This Agreement and the Trust Fund
hereby created shall also terminate in the event the Employer is legally
adjudicated a bankrupt, or makes a general assignment for the benefit of
creditors, or is dissolved, except a dissolution in connection with the
reorganization of the Employer. Upon any such termination or upon a partial
termination, or upon a complete discontinuance of contributions to the Trust
Fund, the rights of all Participants or their Beneficiaries to benefits accrued
to the date of such termination, partial termination or discontinuance, shall be
fully Vested in accordance with the terms and provisions of the Plan.


                                  ARTICLE VIII

                  APPOINTMENT OF REGISTERED INVESTMENT ADVISER

         8.1      Appointment. The Named Fiduciary may direct, by written notice
to the Trustee, the segregation of any portion or portions of the Trust Fund
into a separate investment account or investment accounts, and in such event,
may appoint an Investment Manager to direct the investment and reinvestment of
any such investment account or accounts pursuant to Section 2.2 hereinabove.

         8.2      Qualifications. Such Investment Manager shall be either (a)
registered as an investment adviser under the Investment Adviser's Act of 1940;
(b) a bank, as defined in the Investment Adviser's Act of 1940; or (c) an
insurance company qualified to perform investment management services under the
laws


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<PAGE>   11
of the State of Alabama. If investment of the Trust Fund is to be directed in
whole or in part by an Investment Manager, the Named Fiduciary shall deliver to
the Trustee a copy of the instruments appointing the Investment Manager and
evidencing the Investment Manager's acceptance of such an appointment, an
acknowledgment by the Investment Manager that it is a fiduciary of the Plan and
a certificate evidencing the Investment Manager's current registration under the
Investment Adviser's Act of 1940. The Trustee shall be fully protected in
relying upon such instruments and certificate until otherwise notified in
writing by the Named Fiduciary.

         8.3      Obligation of Trustee. The Trustee shall follow the directions
of the Investment Manager regarding the investment and reinvestment of the Trust
Fund, or such portion thereof as shall be under the management of the Investment
Manager and shall exercise the powers set forth in Section 2.3 hereinabove, as
directed by the Investment Manager. The Trustee shall be under no duty or
obligation to review any investment to be acquired, held or disposed of pursuant
to directions nor to make any recommendations with respect to the disposition or
continued retention of any such investment or the exercise or non-exercise of
the powers set forth in Section 2.3. The Trustee shall have no liability or
responsibility for acting or not acting pursuant to the direction of, or failing
to act in the absence of any direction from, the Investment Manager, unless the
Trustee knows that by such action or failure to act it would itself be
committing or participating in a breach of fiduciary duty by the Investment
Manager.

         8.4      Reversion of Investment Powers to Trustee. In the event that
an Investment Manager should resign or be removed by the Named Fiduciary, the
Trustee shall manage the investment of the Trust Fund pursuant to its authority
and powers as herein provided, unless and until it shall be notified of the
appointment of another Investment Manager with respect thereto.

         8.5      Accounting. The accounts, books and records of the Trustee
shall reflect the segregation of any portion or portions of the Trust Fund being
managed by the Investment Manager, as a separate investment account or accounts.






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                                   ARTICLE IX

                   ADOPTION OF PLAN BY PARTICIPATING EMPLOYER

         9.1      Contributions. If the Plan is adopted by a Participating
Employer, pursuant to the terms and provisions of ARTICLE XIV of the Plan, then
the Trustee shall receive all contributions paid to it by the Participating
Employer, all of which shall become part of the Trust Fund. Such contributions
shall be held, managed and administered in trust pursuant to the terms of this
Agreement, and such contributions may be invested together with all other assets
of the Trust Fund.

         9.2      Records. The Trustee shall keep accurate and detailed records
for each Participating Employer and its Employees separate and apart from the
records which are maintained for the Employer. In addition, all reports required
of the Trustee by the terms of this Agreement shall be made to each
Participating Employer with respect to that Employer and its Employees.

         9.3      Participating Employer Bound by Trust Agreement. A
Participating Employer shall become a party to this Trust Agreement by executing
the Trust Agreement or by evidencing its consent, in writing, to be bound by all
the terms and provisions of the Trust Agreement.


                                    ARTICLE X

                                  MISCELLANEOUS

         10.1     Communications to Trustee. All communications required
hereunder from the Employer or the Plan Administrator to the Trustee shall be in
writing signed by an officer of the Employer or a person authorized by the Plan
Administrator to sign on its behalf. Any corporate action by the Employer
pursuant to any of the provisions of the Plan shall be evidenced by an
instrument in writing executed on behalf of the Employer by a duly authorized
officer thereof. Any notice, direction, order, request, certification or
instruction of the Administrative Committee to the Trustee shall be in writing
and shall be signed by two members of the Administrative Committee. The Trustee
and every other person shall be entitled to rely conclusively upon any and all
such notices, direction, orders, requests, certifications and instructions
received from the Employer or the Administrative Committee and reasonably
believed to be properly executed, and shall act and be fully protected in acting
in accordance therewith.

         10.2     Participants' Rights; Acquittance. Neither the establishment
of the Trust Fund hereby created, nor any modification thereof, nor the creation
of any fund or account, nor the payment of any benefits, shall be construed as
giving to any Participant or other person any legal or equitable right against
the Employer, or any officer or employee thereof, or the Trustee. Under no
circumstances shall the terms of employment of any Participant be modified or in
any way affected hereby.

         10.3     Continuation of Trust. If the Plan is terminated or
discontinued, the Employer may elect not to terminate the Trust Agreement. In
that event, the Trust Agreement shall be administered as though the related Plan
was in full force and effect throughout the entire period of its existence. If
the Trust Agreement is subsequently terminated pursuant to Section 7.2, the
Trust Fund shall be distributed as directed by the Administrator in accordance
with the provisions of the Plan, the Trust Agreement, the Code and ERISA.



                                       12
<PAGE>   13
         10.4     Rights of Employees. Nothing contained in this Agreement shall
be construed to add directly or indirectly to the rights of the Employees
against the Employer. The action of the Employer in creating this Trust
Agreement or any other action contemplated by either the Employer or its
Employees, or the Trustee hereunder, shall not be construed to constitute or
evidence any contractual relationship between the Employer and any Employee, or
as a right of any Employee to continue in the employment of the Employer, or as
a limitation of the right of the Employer to discharge any of its Employees,
with or without cause. The Employer shall have the absolute right to deal with
any Employee who may be a Participant hereunder at any time as if the Plan had
never been created. Nothing herein contained shall be construed as placing any
obligation whatever upon the Employer to see that any distribution to a
Participant is made at any time from the Trust Fund herein created, and the
Employer shall not be liable to any person whatever in respect to payments from
this Plan and Trust Agreement.

         10.5     Board Authorization. Whenever the Employer, under the terms of
this Agreement, is permitted or required to do or perform any act or matter or
thing, it shall be done and performed by any officer thereunto duly authorized
by the Board of the Employer.

         10.6     Agent for Service of Process. Any person having a cause of
action, a right to recover under this Trust Agreement or under the Plan may
serve process or other writ upon SouthTrust Corporation, whose address is P.O.
Box 2554, Birmingham, Alabama 35290, and who is hereby appointed agent for the
service of process with respect to all suits or actions involving this Trust
Agreement and Plan.

         10.7     ERISA Preemption. This Trust Agreement shall be administered
in the United States of America, and its validity, construction and all rights
hereunder shall be governed by the laws of the United States under ERISA. To the
extent that ERISA shall not be held to have pre-empted local law, the Trust
Agreement shall be administered and construed under and governed by the laws of
the State of Alabama.

         10.8     Merger or Consolidation. In the case of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan,
each Participant shall, if the Plan is terminated, receive a benefit immediately
after the merger, consolidation, or transfer which is equal to or greater than
the benefit he would have been entitled to receive immediately before the
merger, consolidation, or transfer, if the Plan had been terminated.

         10.9     Non-Alienation Provision.

                  (a)      In General. Except as provided in this Section,
neither the Trust nor any of the assets, nor any interest herein shall be
subject to any conveyance, transfer, assignment, sequestration, garnishment,
attachment, levy, encumbrance, or other judicial process or order of any kind to
satisfy the claims of creditors, and the Trustee shall not give any effect to
such conveyance, transfer, assignment, sequestration, garnishment, attachment,
levy, encumbrance, or other judicial process or order. The interests of
Participants and their Beneficiaries under the Plan and Trust shall not be
subject to the claims of any creditors and shall not be liable for their debts,
contracts or torts. Participants and their Beneficiaries shall not in any way
convey, transfer, assign, sequester, garnish, attach, levy, or otherwise
encumber their interests in the Plan in law or in equity, and any such
conveyance, transfer, assignment, sequestration, garnishment, attachment, levy,
or encumbrance shall be void.

                  (b)      Domestic Relations Orders.

                           (i)      The Plan Administrator shall comply with the
terms of a Qualified Domestic Relations Order as defined in Section 414(p) of
the Code.



                                       13
<PAGE>   14
                           (ii)     Any such domestic relations order shall not
require the Plan to provide any type or form of benefit, or any option not
otherwise provided under the Plan, nor to provide increased benefits (determined
on the basis of actuarial value) or the payment of benefits to an alternate
payee which are required to be paid to another alternate payee under another
order previously determined to be a qualified domestic relations order.

                           (iii)    The Plan Administrator shall promptly notify
the Participant and each alternate payee of the receipt of a domestic relations
order by the Plan and the Plan's procedures for determining the qualified status
of domestic relations orders. Within a reasonable period after receipt of a
domestic relations order, the Plan Administrator shall determine whether such
order is a qualified domestic relations order and shall notify the Participant
and each alternate payee of such determination. If the Participant or any
affected alternate payee disagrees with the determinations of the Plan
Administrator, the disagreeing party shall be treated as a claimant and the
claims procedure of the Plan shall be followed. The Plan Administrator may bring
an action for a declaratory judgment in a court of competent jurisdiction to
determine the proper recipient of the benefits to be paid by the Plan.

                           (iv)     During any period in which the issue of
whether a domestic relations order is a qualified domestic relations order is
being determined (by the Plan Administrator, by a court of competent
jurisdiction or otherwise), the Plan Administrator shall separately account for
the amounts which would have been payable to the alternate payee during such
period if the order had been determined to be a qualified domestic relations
order. If, within the eighteen (18) month period beginning on the date on which
the first payment would be required to be made under the domestic relations
order, the order (or modification thereof) is determined to be a qualified
domestic relations order, the Plan Administrator shall pay the segregated
amounts, including any interest thereon, to the person or persons entitled
thereto. If within such eighteen (18) month period it is determined that the
order is not a qualified domestic relations order or the issue as to whether
such order is a qualified domestic relations order is not resolved, then the
Plan Administrator shall pay the segregated amounts, including any interest
thereon, to the person or persons who would have been entitled to such amounts
if there had been no order. Any determination that an order is a qualified
domestic relations order which is made after the close of the eighteen (18)
month period shall be applied prospectively only.

                           (v)      The Plan Administrator shall establish
reasonable procedures to determine the status of domestic relations orders and
to administer distributions under qualified orders.






                                       14
<PAGE>   15
         IN WITNESS WHEREOF, the Employer has caused this Agreement to be
executed by its duly authorized officer and duly attested, and its corporate
seal to be hereunto affixed, and the Trustee has caused this Agreement to be
executed by its duly authorized officer and duly attested, and its corporate
seal to be hereunto affixed, on this, the 29th day of December, 2000.


                                      SOUTHTRUST CORPORATION


                                      By /s/ Wallace D. Malone, Jr.
                                         --------------------------------------
                                         President

Attest:                                               (EMPLOYER)

/s/ Altone E. Yother
-------------------------------
Secretary

(CORPORATE SEAL)


                                      SOUTHTRUST BANK


                                      By /s/ Joanne M. Martin
                                         --------------------------------------
                                         Its Vice President
                                             ----------------------------------

                                                        (TRUSTEE)





                                       15
<PAGE>   16
STATE OF ALABAMA

JEFFERSON COUNTY


         I, the undersigned, a Notary Public, in and for said County in said
State, hereby certify that ________________________, whose name is signed to the
above Trust Agreement on behalf of the corporation, and who is known to me,
acknowledged before me on this day, that, being informed of the contents of the
above Trust Agreement, he, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation on the day the same
bears date.

         Given under my hand and official seal of office this _____ day of
____________________, 2000.


(SEAL)

                                  _________________________________________
                                  Notary Public

STATE OF ALABAMA

JEFFERSON COUNTY

         I, the undersigned, a Notary Public, in and for said County in said
State, hereby certify that Joanne M. Martin, whose name as Trust Officer of
SouthTrust Bank is signed to the above Trust Agreement, and who is known to me,
acknowledged before me on this day, that being informed of the contents of the
above Trust Agreement, he, as such officer and with full authority, executed
the same voluntarily for and as the act of said Bank on the day the same bears
date.

         Given under my hand and official seal of office this 29 day of
December, 2000.


(SEAL)                            /s/ Tammie E. Savage
                                  _________________________________________
                                  Notary Public






                                       16
<PAGE>   17
                                TABLE OF CONTENTS
                                       FOR
                             SOUTHTRUST CORPORATION
                             401(k) TRUST AGREEMENT


<TABLE>
<S>              <C>                                                          <C>
ARTICLE I        DEFINITIONS..............................................     2
    1.1          "Anniversary Date".......................................     2
    1.2          "Beneficiary"............................................     2
    1.3          "Board"..................................................     2
    1.4          "Code"...................................................     2
    1.5          "ERISA"..................................................     2
    1.6          "Employee"...............................................     2
    1.8          "Employer"...............................................     2
    1.9          "Named Fiduciary"........................................     2
    1.10         "Participant"............................................     2
    1.11         "Participating Employer".................................     2
    1.12         "Plan"...................................................     3
    1.13         "Plan Administrator".....................................     3
    1.14         "Plan Year"..............................................     3
    1.15         "Rollover Account".......................................     3
    1.16         "Taxable Year"...........................................     3
    1.17         "Trust Fund".............................................     3
    1.18         "Trustee"................................................     3

ARTICLE II       TRUSTEE..................................................     3
    2.1          Establishment and Acceptance of Trust....................     3
    2.2          Investment of Trust Fund.................................     4
    2.3          Powers of Trustee........................................     4
    2.4          .........................................................     5

ARTICLE III      PAYMENTS FROM THE TRUST FUND.............................     6
    3.1          In General...............................................     6
    3.2          Payment of Compensation, Expenses and Taxes..............     6
    3.3          Reversions to Employer...................................     6

ARTICLE IV       ACCOUNTING...............................................     6
    4.1          Trustee Records..........................................     6

ARTICLE V        REMOVAL, RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEE     7
    5.1          Removal..................................................     7
    5.2          Resignation..............................................     7
    5.3          Appointment of Successor Trustee.........................     7

ARTICLE VI       FIDUCIARY RESPONSIBILITIES...............................     7
    6.1          Allocation of Responsibilities Among Fiduciaries.........     7
    6.2          No Joint Fiduciary Responsibilities......................     8
    6.3          Advisor to Named Fiduciary...............................     9

ARTICLE VII      AMENDMENT AND TERMINATION................................    10
</TABLE>


                                        i
<PAGE>   18
<TABLE>
<S>              <C>                                                          <C>
    7.1          Amendment................................................    10
    7.2          Termination..............................................    10

ARTICLE VIII     APPOINTMENT OF REGISTERED INVESTMENT ADVISER.............    10
    8.1          Appointment..............................................    10
    8.2          Qualifications...........................................    10
    8.3          Obligation of Trustee....................................    11
    8.4          Reversion of Investment Powers to Trustee................    11
    8.5          Accounting...............................................    11

ARTICLE IX       ADOPTION OF PLAN BY PARTICIPATING EMPLOYER...............    12
    9.1          Contributions............................................    12
    9.2          Records..................................................    12
    9.3          Participating Employer Bound by Trust Agreement..........    12

ARTICLE X        MISCELLANEOUS............................................    12
    10.1         Communications to Trustee................................    12
    10.2         Participants' Rights; Acquittance........................    12
    10.3         Continuation of Trust....................................    12
    10.4         Rights of Employees......................................    13
    10.5         Board Authorization......................................    13
    10.6         Agent for Service of Process.............................    13
    10.7         ERISA Preemption.........................................    13
    10.8         Merger or Consolidation..................................    13
    10.9         Non-Alienation Provision.................................    13
</TABLE>




                                       ii