<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

               Quarterly Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

                         Commission File Number 0-3613

                             SOUTHTRUST CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                           63-0574085

   (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

       420 NORTH 20TH STREET, BIRMINGHAM, ALABAMA                35203

        (Address of principal executive offices)              (Zip Code)

                                 (205) 254-5000

              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]      No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)

Yes [X]      No [ ]

At October 31, 2003, there were 331,814,541 shares of the Registrant's Common
Stock, $2.50 par value outstanding.

================================================================================

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Statement Description                                                    Page(s)
---------------------                                                    -------
<S>                                                                      <C>
Consolidated Condensed Balance Sheets (Unaudited)
         September 30, 2003, December 31, 2002 and
         September 30, 2002                                                  3

Consolidated Condensed Statements of Income (Unaudited)
         Three and nine months ended September 30, 2003 and 2002             4

Consolidated Condensed Statements of Stockholders' Equity
  and Comprehensive Income (Unaudited)
         Nine months ended September 30, 2003 and 2002                       5

Consolidated Condensed Statements of Cash Flows (Unaudited)
         Nine months ended September 30, 2003 and 2002                       6

Notes to Consolidated Condensed Financial Statements (Unaudited)
         Three and nine months ended September 30, 2003 and 2002          7-15
</TABLE>

         The Consolidated Condensed Financial Statements were prepared by the
SouthTrust Corporation (the "Company" or "SouthTrust") without an audit, but in
the opinion of Management, reflect all adjustments necessary for the fair
presentation of the Company's financial position and results of operations as of
and for the three and nine month periods ended September 30, 2003 and 2002.
Results of operations for the interim 2003 period are not necessarily indicative
of results expected for the full year. While certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, the Company believes that the disclosures herein are
adequate to make the information presented not misleading. These condensed
consolidated financial statements should be read in conjunction with the
Consolidated Financial Statements and the notes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 2002. The
accounting policies employed are the same as those shown in Note A to the
Consolidated Financial Statements on Form 10-K.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

              and

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        These items are included on Pages 16-34.

ITEM 4. CONTROLS AND PROCEDURES

        This item is included on page 35.

                                       2

<PAGE>

                             SOUTHTRUST CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
(In Thousands, except share data)                       SEPTEMBER 30      DECEMBER 31     SEPTEMBER 30
                                                            2003             2002             2002
                                                       --------------   --------------   --------------
<S>                                                    <C>              <C>              <C>
ASSETS
  Cash and due from banks                              $      968,894   $    1,005,327   $    1,123,590
  Short-term investments:
    Federal funds sold and securities
      purchased under resale agreements                       353,270            6,638          230,049
    Interest-bearing deposits in other banks                    6,762            4,574            5,318
    Trading securities                                        133,757           56,356           92,382
    Loans held for sale                                       788,659        1,134,013          785,230
                                                       --------------   --------------   --------------
         Total short-term investments                       1,282,448        1,201,581        1,112,979
  Available-for-sale securities                            11,078,609       10,644,634       10,489,170
  Held-to-maturity securities (1)                             244,549          368,791          407,458
  Loans                                                    35,084,958       34,483,228       33,839,332
  Less:
    Unearned income                                           228,298          245,649          239,279
    Allowance for loan losses                                 501,180          498,501          497,624
                                                       --------------   --------------   --------------
         Net loans                                         34,355,480       33,739,078       33,102,429
  Premises and equipment, net                                 928,310          918,962          912,473
  Due from customers on acceptances                                 -                -            3,300
  Goodwill and core deposit intangible assets                 802,690          797,857          801,330
  Bank owned life insurance                                 1,017,045          984,766          972,226
  Other assets                                                883,908          909,860          828,749
                                                       --------------   --------------   --------------
         Total assets                                  $   51,561,933   $   50,570,856   $   49,753,704
                                                       ==============   ==============   ==============

LIABILITIES
  Deposits:
    Interest-bearing                                   $   29,184,598   $   28,292,911   $   27,268,628
    Non-interest-bearing                                    5,099,560        4,652,495        4,295,318
                                                       --------------   --------------   --------------
         Total deposits                                    34,284,158       32,945,406       31,563,946
  Federal funds purchased and securities sold
    under agreements to repurchase                          5,565,471        4,756,286        5,492,668
  Other short-term borrowings                                 107,468          509,658          468,621
  Bank acceptances outstanding                                      -                -            3,300
  Federal Home Loan Bank advances                           3,595,849        4,470,944        4,470,975
  Long-term debt                                            2,717,291        2,181,894        2,185,136
  Other liabilities                                           910,703        1,079,087        1,034,786
                                                       --------------   --------------   --------------
         Total liabilities                                 47,180,940       45,943,275       45,219,432

STOCKHOLDERS' EQUITY
   Preferred stock, par value $1.00 a share (2)                     -                -                -
   Common stock, par value $2.50 a share (3)                  892,084          889,450          889,249
   Capital surplus                                            617,333          604,034          603,243
   Retained earnings                                        3,289,361        2,979,822        2,871,877
   Accumulated other comprehensive income, net                165,356          334,928          350,541
   Treasury stock, at cost (4)                               (583,141)        (180,653)        (180,638)
                                                       --------------   --------------   --------------
         Total stockholders' equity                         4,380,993        4,627,581        4,534,272
                                                       --------------   --------------   --------------
         Total liabilities and stockholders' equity    $   51,561,933   $   50,570,856   $   49,753,704
                                                       ==============   ==============   ==============

(1) Held-to-maturity securities-fair value             $      273,644   $      400,587   $      441,769
(2) Preferred shares authorized                             5,000,000        5,000,000        5,000,000
    Preferred shares issued                                         -                -                -
(3) Common shares authorized                            1,000,000,000    1,000,000,000    1,000,000,000
    Common shares issued                                  356,833,561      355,779,957      355,699,454
(4) Treasury shares of common stock                        23,623,223        8,855,791        8,855,232
</TABLE>

            See Notes to Consolidated Condensed Financial Statements

                                       3

<PAGE>

                             SOUTHTRUST CORPORATION
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED           NINE MONTHS ENDED
(In Thousands, except per share data)                         SEPTEMBER 30               SEPTEMBER 30
                                                      -----------   -----------    -----------    -----------
                                                          2003         2002           2003           2002
                                                      -----------   -----------    -----------    -----------
INTEREST INCOME
<S>                                                   <C>           <C>            <C>            <C>
  Loans, including fees                               $   419,865   $   487,019    $ 1,302,479    $ 1,482,557
  Available-for-sale securities                           131,757       160,336        429,225        483,034
  Held-to-maturity securities                               4,545         7,644         15,623         25,007
  Short-term investments                                   16,986         9,740         46,541         27,871
                                                      -----------   -----------    -----------    -----------
      Total interest income                               573,153       664,739      1,793,868      2,018,469
                                                      -----------   -----------    -----------    -----------
INTEREST EXPENSE
  Deposits                                                103,413       142,962        342,015        464,037
  Short-term borrowings                                    12,926        25,059         45,349         77,078
  Federal Home Loan Bank advances                          33,824        50,392        119,627        153,574
  Long-term debt                                           15,416        17,310         47,329         46,309
                                                      -----------   -----------    -----------    -----------
      Total interest expense                              165,579       235,723        554,320        740,998
                                                      -----------   -----------    -----------    -----------
      Net interest income                                 407,574       429,016      1,239,548      1,277,471
      Provision for loan losses                            30,000        36,354         89,700         92,732
                                                      -----------   -----------    -----------    -----------
    NET INTEREST INCOME AFTER PROVISION FOR
        LOAN LOSSES                                       377,574       392,662      1,149,848      1,184,739

NON-INTEREST INCOME
  Service charges on deposit accounts                      76,172        72,057        219,056        202,880
  Mortgage banking operations                              22,931        17,201         68,964         43,587
  Bankcard fees                                            12,230        10,942         35,383         32,962
  Debit card fees                                           9,948         9,870         31,716         28,154
  Trust fees                                                8,674         8,501         24,727         25,422
  Investment fees                                          17,010        15,822         52,039         44,370
  Bank owned life insurance                                11,698        12,579         41,757         37,420
  Gains on sales of loans held for sale, net               14,502         6,186         41,911         22,506
  Securities gains (losses), net                            2,436          (813)           (39)         2,543
  Other                                                    18,995        14,057         51,947         40,275
                                                      -----------   -----------    -----------    -----------
      Total non-interest income                           194,596       166,402        567,461        480,119
                                                      -----------   -----------    -----------    -----------
NON-INTEREST EXPENSE
  Salaries and employee benefits                          194,526       186,379        588,264        551,927
  Net occupancy                                            26,879        27,018         79,595         81,684
  Equipment                                                16,156        17,131         48,359         50,375
  Professional services                                    15,255        15,314         44,247         47,956
  Data processing                                          11,253        10,626         37,216         31,290
  Communications                                           12,239        13,617         37,142         43,824
  Other                                                    36,076        45,881        113,901        142,077
                                                      -----------   -----------    -----------    -----------
      Total non-interest expense                          312,384       315,966        948,724        949,133
                                                      -----------   -----------    -----------    -----------
Income before income taxes                                259,786       243,098        768,585        715,725
Income tax expense                                         81,211        78,852        243,885        232,770
                                                      -----------   -----------    -----------    -----------
        NET INCOME                                    $   178,575   $   164,246    $   524,700    $   482,955
                                                      ===========   ===========    ===========    ===========
Average shares outstanding - basic (in thousands)         336,184       346,802        340,605        346,684
Average shares outstanding - diluted (in thousands)       339,875       351,008        344,610        350,961
Net income per share - basic                          $      0.53   $      0.47    $      1.54    $      1.39
Net income per share - diluted                               0.53          0.47           1.52           1.38
Dividends declared per share                                 0.21          0.17           0.63           0.51
</TABLE>

            See Notes to Consolidated Condensed Financial Statements

                                       4

<PAGE>

                             SOUTHTRUST CORPORATION
          CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY AND
                              COMPREHENSIVE INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          ACCUMULATED
                                          COMMON STOCK                                       OTHER
                                   ------------------------      CAPITAL      RETAINED    COMPREHENSIVE   TREASURY
                                      SHARES        AMOUNT       SURPLUS      EARNINGS       INCOME        STOCK          TOTAL
                                   -----------    ---------     ---------    ----------     ---------    ----------    -----------
                                                                 (In Thousands, except share data)
<S>                                <C>            <C>           <C>          <C>          <C>            <C>           <C>
BALANCE AT JANUARY 1, 2002         346,272,607    $ 887,745     $ 597,187    $2,566,308     $  91,029    $ (179,894)   $ 3,962,375

Net income                                   -            -             -       482,955             -             -        482,955
Change in:
 Unrealized gain on available
  -for-sale securities, net*                 -            -             -             -       229,904             -        229,904
 Unrealized gain on
  derivatives, net*                          -            -             -             -        29,608             -         29,608
                                                                                                                       -----------
 Total other comprehensive
  income, net                                                                                                              259,512
                                                                                                                       -----------
Comprehensive income                                                                                                       742,467
                                                                                                                       ===========

Dividends declared ($.51 per
 share)                                      -            -             -      (177,386)            -             -       (177,386)
Common stock issued pursuant to:
  Long - term incentive plan           473,333        1,183         4,208             -             -             -          5,391
  Employee discounted stock
   purchase plan                       128,144          321         1,848             -             -             -          2,169
Treasury stock acquired                (29,862)           -             -             -             -          (744)          (744)
                                   -----------    ---------     ---------    ----------     ---------    ----------    -----------
BALANCE AT SEPTEMBER 30, 2002      346,844,222    $ 889,249     $ 603,243    $2,871,877     $ 350,541    $ (180,638)   $ 4,534,272
                                   ===========    =========     =========    ==========     =========    ==========    ===========

BALANCE AT JANUARY 1, 2003         346,924,166    $ 889,450     $ 604,034    $2,979,822     $ 334,928    $ (180,653)   $ 4,627,581

Net income                                   -            -             -       524,700             -             -        524,700
Change in:
 Unrealized loss on available
  -for-sale securities, net*                 -            -             -             -      (162,495)            -       (162,495)
 Unrealized gain on
  derivatives, net*                          -            -             -             -        (3,620)            -         (3,620)
 Additional minimum benefit
  liability adjustment, net*                 -            -             -             -        (3,457)            -         (3,457)
                                                                                                                       -----------
 Total other comprehensive
  loss, net                                                                                                               (169,572)
                                                                                                                       -----------
Comprehensive income                                                                                                       355,128
                                                                                                                       ===========

Dividends declared ($.63 per
 share)
Common stock issued pursuant to:             -            -             -      (215,161)            -             -       (215,161)
  Long - term incentive plan           908,080        2,270        10,682             -             -             -         12,952
  Employee discounted stock
   purchase plan                       145,524          364         2,617             -             -             -          2,981
Treasury stock acquired            (14,767,432)           -             -             -             -      (402,488)      (402,488)
                                   -----------    ---------     ---------    ----------     ---------    ----------    -----------
BALANCE AT SEPTEMBER 30, 2003      333,210,338    $ 892,084     $ 617,333    $3,289,361     $ 165,356    $ (583,141)   $ 4,380,993
                                   ===========    =========     =========    ==========     =========    ==========    ===========
</TABLE>

* See disclosure of reclassification amount and tax effect in Notes to
  Consolidated Condensed Financial Statements

            See Notes to Consolidated Condensed Financial Statements

                                       5
<PAGE>

                             SOUTHTRUST CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED
(In Thousands)                                                    SEPTEMBER 30
                                                           ---------------------------
                                                               2003          2002
                                                           ------------   ------------
<S>                                                        <C>            <C>
OPERATING ACTIVITIES
  Net income                                               $    524,700   $    482,955
  Adjustments to reconcile net income to net cash
    provided by operating activities:
   Provision (credit) for:
      Loan losses                                                89,700         92,732
      Depreciation of premises and equipment                     47,050         44,070
      Amortization of intangibles                                12,957         12,525
      Amortization of security premium                            5,280          2,324
      Accretion of security discount                            (24,591)       (15,897)
      Deferred income taxes                                      30,465         26,196
      Bank owned life insurance                                 (41,757)       (37,420)
   Gain on sales of loans held for sale, net                    (41,911)       (22,506)
   Securities (gains) losses, net                                    39         (2,543)
   Origination of loans held for sale                        (5,206,252)    (2,783,435)
   Proceeds from sales of loans held for sale                 5,593,517      2,808,421
   Net increase in trading securities                           (77,401)       (31,101)
   Net increase in other assets                                  (8,231)      (120,765)
   Net increase in other liabilities                           (210,361)       261,603
                                                           ------------   ------------
       Net cash provided by operating activities                693,204        717,159

INVESTING ACTIVITIES
  Proceeds from maturities, calls or
     prepayments of:
     Available-for-sale securities                            5,147,219      1,917,481
     Held-to-maturity securities                                124,617        127,835
   Proceeds from sales of:
     Available-for-sale securities                            1,191,277      1,005,898
     Held-to-maturity securities                                      -          8,568
   Purchases of:
     Available-for-sale securities                           (6,900,997)    (2,731,018)
     Premises and equipment                                     (55,273)      (115,952)
  Net increase in:
     Short-term investments                                    (340,521)      (181,141)
     Loans                                                     (607,144)      (547,416)
  Net cash paid in acquisitions                                 (17,149)       (31,300)
                                                           ------------   ------------
     Net cash used in investing activities                   (1,457,971)      (547,045)

FINANCING ACTIVITIES
  Net increase (decrease) in:
     Deposits                                                 1,248,508     (1,219,308)
     Short-term borrowings                                      408,048         32,593
  Proceeds from:
     Common Stock issuances                                      13,599          5,906
     Federal Home Loan Bank advances                          1,050,020        400,020
     Long-term debt issuances                                   700,000        902,483
  Payments for:
     Repurchase of common stock                                (401,894)          (744)
     Federal Home Loan Bank advances                         (1,925,114)      (150,111)
     Long-term debt                                            (150,507)          (103)
     Cash dividends                                            (214,326)      (176,496)
                                                           ------------   ------------
     Net cash provided by (used in) financing activities        728,334       (205,760)
                                                           ------------   ------------
     INCREASE (DECREASE) IN CASH AND DUE FROM BANKS             (36,433)       (35,646)
  CASH AND DUE FROM BANKS AT BEGINNING OF YEAR                1,005,327      1,159,236
                                                           ------------   ------------
  CASH AND DUE FROM BANKS AT END OF PERIOD                 $    968,894   $  1,123,590
                                                           ============   ============
</TABLE>

            See Notes to Consolidated Condensed Financial Statements

                                       6

<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

Note A - Recent Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") 148 - Accounting for
Stock-Based Compensation - Transition and Disclosure

         In December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS 148, which provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
compensation. In addition, this Statement amends the disclosure requirements of
SFAS 123, Accounting for Stock-Based Compensation, to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. Finally, this Statement amends Accounting Principles
Bulletin ("APB") Opinion 28, Interim Financial Reporting, to require disclosure
about those effects in interim financial information. This Statement is
effective for fiscal and interim periods ending after December 15, 2002. The
effect of this Statement on the Consolidated Financial Statements was not
material.

         The Company applies APB Opinion 25, Accounting for Stock Issued to
Employees, and related Interpretations in accounting for employee stock
compensation plans and, accordingly, does not recognize compensation cost for
stock options granted when the option price is greater than or equal to the
underlying stock price. This accounting method is referred to as the intrinsic
value method. The Company follows the pro-forma disclosures of SFAS 123, as
amended by SFAS 148, using the fair value method of accounting for stock-based
compensation.

         If the Company had elected to recognize compensation cost for options
based on the fair value of the options as permitted by SFAS 123, net income and
earnings per share would have been reduced to the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
(Dollars in Thousands, except per share data)     Three Months Ended Sept 30    Nine Months Ended Sept 30
                                                 ---------------------------   ---------------------------
                                                     2003           2002           2003           2002
                                                 ------------   ------------   ------------   ------------
<S>                                              <C>            <C>            <C>            <C>
Net income - as reported                         $    178,575   $    164,246   $    524,700   $    482,955
Deduct: Total stock-based employee
 compensation expense determined
 under fair value based methods,
 net of related tax effects                            (2,881)        (2,390)        (5,777)        (4,612)
                                                 ------------   ------------   ------------   ------------
Net income - pro forma                           $    175,694   $    161,856   $    518,923   $    478,343
                                                 ============   ============   ============   ============
Earnings per share - as reported
  Basic                                          $       0.53   $       0.47   $       1.54   $       1.39
  Diluted                                                0.53           0.47           1.52           1.38

Earnings per share- pro forma
  Basic                                          $       0.52   $       0.47   $       1.52   $       1.38
  Diluted                                                0.52           0.46           1.51           1.37
</TABLE>

                                       7

<PAGE>

         The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model using the following assumptions:

<TABLE>
<CAPTION>
                                    Three and Nine Months Ended Sept 30
                                    -----------------------------------
                                        2003                  2002
                                      -------               -------
<S>                                   <C>                   <C>
Expected dividend yield                  3.20%                 3.21%
Expected stock price volatility            28                    28
Risk-free interest rate                  3.67                  4.82
Expected life of options              7 years               7 years
</TABLE>

         The FASB plans to issue an Exposure Draft for a new Statement that
could become effective in either 2004 or 2005, which would require all companies
to expense the value of employee stock options and measure that cost according
to the estimated fair value of the options. Until a new Statement is issued, the
provisions of APB 25, SFAS 123 and SFAS 148 remain in effect. Management is
currently assessing the provisions of the impending Exposure Draft and has not
yet determined its potential impact to the Consolidated Financial Statements.

SFAS 149 - Amendment of Statement 133 on Derivative Instruments and Hedging
Activities

         In April 2003, the FASB issued SFAS 149, which amends and clarifies
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS 133. In
particular, this Statement clarifies under what circumstances a contract with an
initial net investment meets the characteristic of a derivative as discussed in
SFAS 133. In addition, it clarifies when a derivative contains a financing
component that warrants special reporting in the statement of cash flows.
Finally, this Statement amends certain other existing pronouncements. This
Statement is effective for contracts entered into or modified after June 30,
2003, except as stated below, and for hedging relationships designated after
June 30, 2003. The provisions of this Statement that relate to SFAS 133
Implementation Issues that have been effective for fiscal quarters that began
prior to June 15, 2003, should continue to be applied in accordance with their
respective effective dates. In addition, certain provisions relating to forward
purchases or sales of when-issued securities or other securities that do not yet
exist, should be applied to existing contracts as well as new contracts entered
into after June 30, 2003. The effect of this Statement on the Consolidated
Financial Statements was not material.

SFAS 150 - Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity

         In May 2003, the FASB issued SFAS 150, which establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). Many of those instruments were previously
classified as equity. SFAS 150 affects the issuer's accounting for three types
of freestanding financial instruments. One type is mandatorily redeemable
shares, which the issuing company is obligated to buy back in exchange for cash
or other assets. A second type, which includes put options and forward purchase
contracts, involves instruments that do or may require the issuer to buy back
some of its shares in exchange for cash or other assets. The third type of
instrument that is a liability under this Statement is an obligation that can be
settled with shares, the monetary value of which is fixed, tied solely or
predominantly to a variable such as a market index, or varies inversely with the
value of the issuers' shares. SFAS 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety. In addition to
its requirements for the classification and measurement of financial instruments
in its scope, SFAS 150 also requires

                                       8

<PAGE>

disclosures about alternative ways of settling the instruments and the capital
structure of entities, all of whose shares are mandatorily redeemable. Most of
the guidance in SFAS 150 is effective for all financial instruments entered into
or modified after May 31, 2003, and otherwise is effective at the beginning of
the first interim period beginning after June 15, 2003. The Company currently
does not have any of the financial instruments addressed by SFAS 150 and
therefore the effect of this Statement on the Consolidated Financial Statements
was not material.

FASB Interpretation ("FIN") 45 - Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others

         In November 2002, the FASB issued FIN 45, which elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize, at the inception of
the guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this Interpretation are applied prospectively to guarantees issued
or modified after December 31, 2002. The adoption of these recognition
provisions did not result in the recording of any significant additional
liabilities associated with certain guarantees provided by the Company. The
disclosure requirements of this Interpretation are effective for financial
statements of interim or annual periods ending after December 15, 2002. The
effect of this Interpretation on the Consolidated Financial Statements was not
material.

         The Company currently has guarantees in the forms of standby letters of
credit and first-loss guarantees on securitizations. Standby letters of credit
are conditional commitments issued to guarantee the performance of a customer to
a third party. The Company's subsidiary bank had commitments to issue standby
letters of credit outstanding of approximately $1,373.1 million at September 30,
2003 and $1,384.3 million at December 31, 2002. In addition, the Company has
recorded a liability for the estimated fair value of these standby letters of
credit of approximately $2.2 million at September 30, 2003 and $1.9 million at
December 31, 2002. The average term for standby letters of credit is
approximately one year.

         Prior to December 31, 2002, the Company participated in securitizations
of its 1-4 family mortgage loans, where the Company received 100% of the
securities backed by the 1-4 family mortgage loans. These securities are
guaranteed by the Federal Home Loan Mortgage Corporation ("FHLMC") and the
Federal National Mortgage Association ("FNMA"). The Company provided first-loss
guarantees in some of these securitizations, which provide for the Company to
reimburse FHLMC or FNMA a certain percentage of credit losses. The maximum
potential future payments the Company could be required to make under these
guarantees at September 30, 2003 was $68.6 million, which is not recorded as a
liability since the securitizations were not accounted for as sales
transactions. The Company has pledged $44.7 million in available-for-sale
securities to support these guarantees as of September 30, 2003.

FIN 46 - Consolidation of Variable Interest Entities

     In January 2003, the FASB issued FIN 46, which clarifies the application of
ARB 51, Consolidated Financial Statements, to certain entities (called variable
interest entities) in which equity investors do not have the characteristics of
a controlling financial interest or do not have sufficient equity at risk for
the entity to finance its activities without additional subordinated financial
support from other parties. The disclosure requirements of this Interpretation
are effective for all financial statements issued after January 31, 2003. The
consolidation requirements apply to all variable interest entities created after
January 31, 2003. This Interpretation was amended in October 2003 by FASB Staff
Position ("FSP") 46-6, Effective Date of FASB Interpretation No. 46,
Consolidation of Variable Interest Entities. This FSP deferred the effective
date for applying the provisions of FIN 46 for interests held by public
companies in variable interest entities or potential variable interest entities
created before February 1, 2003. As amended, public companies must apply the
consolidation requirements to variable

                                       9

<PAGE>

interest entities that existed prior to February 1, 2003 and remain in existence
as of the end of annual or interim periods ending after December 15, 2003. The
effect of this Interpretation and FSP on the Consolidated Financial Statements
was not material.

Statement of Position ("SOP") 03-3 - Accounting for Loans or Certain Debt
Securities Acquired in a Transfer

         In October 2003, the American Institute of Certified Public Accountants
("AICPA") issued SOP 03-3, which addresses accounting for differences between
contractual cash flows expected to be collected from an investor's initial
investment in loans or debt securities (loans) acquired in a transfer if those
differences are attributable, at least in part, to credit quality. It includes
such loans acquired in purchase business combinations and applies to all
nongovernmental entities, including not-for-profit organizations. This SOP does
not apply to loans originated by the entity. This SOP limits the yield that may
be accreted ("accretable yield") to the excess of the investor's estimate of
undiscounted expected principal, interest, and other cash flows (cash flows
expected at acquisition to be collected) over the investor's initial investment
in the loan. This SOP requires that the excess of contractual cash flows over
cash flows expected to be collected ("nonaccretable difference") not be
recognized as an adjustment of yield, loss accrual, or valuation allowance. This
SOP prohibits investors from displaying accretable yield and nonaccretable
difference in the balance sheet. Subsequent increases in cash flows expected to
be collected generally would be recognized prospectively through adjustment of
the loan's yield over its remaining life. Decreases in cash flows expected to be
collected would be recognized as impairment. This SOP prohibits "carrying over"
or creation of valuation allowances in the initial accounting of all loans
acquired in a transfer that are within the scope of this SOP. The prohibition of
the valuation allowance carryover applies to the purchase of an individual loan,
a pool of loans, a group of loans, and loans acquired in a purchase business
combination. This SOP is effective for loans acquired in fiscal years beginning
after December 15, 2004. Management is currently assessing the potential impact
of this SOP to the Consolidated Financial Statements.

                                       10
<PAGE>

Note B - Earnings per Share Reconciliation

         A reconciliation of the numerator and denominator of the basic EPS
computation to the diluted EPS computation is as follows:

<TABLE>
<CAPTION>
                                          Three months ended Sept 30   Nine months ended Sept 30
                                         ---------------------------   --------------------------
(In Thousands, except per share data)         2003           2002          2003            2002
                                         -------------  ------------   ------------  ------------
<S>                                      <C>            <C>            <C>           <C>
Basic:
Net income                                  $ 178,575     $ 164,246      $ 524,700       $482,955
Average common shares outstanding             335,487       346,802        340,142        346,684
Service contingency                               697             -            463              -
                                            ---------     ---------      ---------       --------
Average basic shares outstanding              336,184       346,802        340,605        346,684
                                            ---------     ---------      ---------       --------
Earnings per share                          $    0.53     $    0.47      $    1.54       $   1.39
                                            =========     =========      =========       ========
Diluted:
Net income                                  $ 178,575     $ 164,246      $ 524,700       $482,955
Average common shares outstanding             335,487       346,802        340,142        346,684
Service contingency                               697             -            463              -
Dilutive effect of stock options
and performance shares                          3,691         4,206          4,005          4,277
                                            ---------     ---------      ---------       --------
Average diluted shares outstanding            339,875       351,008        344,610        350,961
                                            ---------     ---------      ---------       --------
Earnings per share                          $    0.53     $    0.47      $    1.52       $   1.38
                                            =========     =========      =========       ========
</TABLE>

         The Company had 940,797 options issued that were not included in the
calculation of diluted EPS for the nine-month period ending September 30, 2003,
as the exercise price of these options was in excess of the average market
price. There were no such excluded options for the three-month period ended
September 30, 2003, or the three and nine-month periods ending September 30,
2002.

                                       11
<PAGE>

Note C - Comprehensive Income (Loss)

         Comprehensive income (loss) is the total of net income and all other
non-owner changes in equity. Items that are recognized under accounting
standards as components of comprehensive income (loss) are displayed in the
Consolidated Condensed Statements of Stockholders' Equity and Comprehensive
Income.

         In the calculation of comprehensive income (loss), certain
reclassification adjustments are made to avoid double counting items that are
displayed as part of net income for a period that also had been displayed as
part of other comprehensive income in that period or earlier periods. The
disclosure of the reclassification amount is as follows:

<TABLE>
<CAPTION>
                                                                         Three months ended September 30
                                                                2003                                            2002
                                             --------------------------------------------       -----------------------------------
                                               Before            Tax             Net of           Before         Tax        Net of
(In Thousands)                                  Tax            Effect             Tax               Tax         Effect        Tax
                                             --------------------------------------------       -----------------------------------
<S>                                          <C>              <C>               <C>             <C>          <C>           <C>
Unrealized gain (loss) on securities:
Unrealized holding gains (losses) arising
    during the period                        $(144,530)       $ 54,226          $ (90,304)      $ 120,754    $  (38,289)   $ 82,465
Less: net realized gains (losses)                2,436            (926)             1,510            (813)          309        (504)
                                             --------------------------------------------       -----------------------------------
Net unrealized gain (loss) on securities      (146,966)         55,152            (91,814)        121,567       (38,598)     82,969
                                             --------------------------------------------       -----------------------------------
Unrealized gain (loss) on derivatives:
Unrealized holding gains (losses) arising
    during the period                           (3,232)          1,228             (2,004)         27,693        (1,772)     25,921
Less: reclassification adjustment                6,344          (2,411)             3,933           4,664        (1,772)      2,892
                                             --------------------------------------------       -----------------------------------
Net unrealized gain (loss) on derivatives       (9,576)          3,639             (5,937)         23,029             -      23,029
                                             --------------------------------------------       -----------------------------------
Total Other Comprehensive Income (Loss)      $(156,542)       $ 58,791          $ (97,751)      $ 144,596    $  (38,598)   $105,998
                                             ============================================       ===================================
</TABLE>

<TABLE>
<CAPTION>
                                                                         Nine months ended September 30
                                                                2003                                            2002
                                             --------------------------------------------       -----------------------------------
                                               Before            Tax             Net of           Before         Tax        Net of
                                                Tax            Effect             Tax               Tax         Effect        Tax
                                             --------------------------------------------       -----------------------------------
<S>                                          <C>              <C>               <C>             <C>          <C>           <C>
Unrealized gain (loss) on securities:
Unrealized holding gains (losses) arising
    during the period                        $(221,529)       $ 59,010          $(162,519)      $ 350,356    $ (117,988)   $232,368
Less: net realized gains (losses)                  (39)             15                (24)          3,975        (1,511)      2,464
                                             --------------------------------------------       -----------------------------------
Net unrealized gain (losses) on securities    (221,490)         58,995           (162,495)        346,381      (116,477)    229,904
                                             --------------------------------------------       -----------------------------------
Unrealized gain on derivatives:
Unrealized holding gains arising
    during the period                           11,238          (4,270)         $   6,968          42,822        (5,021)     37,801
Less: reclassification adjustment               17,077          (6,489)            10,588          13,214        (5,021)      8,193
                                             --------------------------------------------       -----------------------------------
Net unrealized gain (loss) on derivatives       (5,839)          2,219             (3,620)         29,608             -      29,608
                                             --------------------------------------------       -----------------------------------
Additional minimum benefit liability
    adjustment                                  (5,576)          2,119             (3,457)              -             -           -
                                             --------------------------------------------       -----------------------------------
Total Other Comprehensive Income (Loss)      $(232,905)       $ 63,333          $(169,572)      $ 375,989    $ (116,477)   $259,512
                                             ============================================       ===================================
</TABLE>

                                       12

<PAGE>

Note D - Supplemental Cash Flow Information

         The following is supplemental disclosure to the Consolidated Condensed
Statements of Cash Flows for the nine months ended September 30, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                 Nine Months Ended September 30
                                                             -------------------------------------
(In Thousands)                                                      2003               2002
                                                             -----------------    ----------------
<S>                                                          <C>                  <C>
Cash paid during period for:
   Interest                                                      $ 572,565           $ 794,080
   Income taxes                                                    204,421             139,410

Noncash transactions:
   Assets acquired in business combinations                        113,413             170,761
   Liabilities assumed in business combinations                    104,953             160,758
   Loans transferred to other real estate                           46,532              60,929
   Financed sales of foreclosed property                            51,732              39,307
   Loans securitized into mortgage-backed securities                     -             400,728
</TABLE>

Note E - Business Combinations

         During the first nine months of 2003, the Company completed the
following acquisition:

<TABLE>
<CAPTION>
(In Millions)                                                                                                    Consideration
                                                                                                             -----------------------
                                                                                                                          Common
       Date                   Institution                  Location         Assets      Loans     Deposits     Cash       Shares
----------------   ---------------------------------  ------------------- ----------- ---------- ----------- ---------- ------------
<S>                <C>                                <C>                 <C>         <C>        <C>         <C>        <C>
April 4, 2003      Founders Bancshares, Inc.             Dallas, TX          $113.4      $82.1      $103.8      $23.2        -
</TABLE>

         Under purchase accounting, the results of operations, subsequent to the
acquisition date, are included in the Consolidated Condensed Financial
Statements herein.

                                       13

<PAGE>

Note F - Business Segments

         The Company segregates financial information for use in assessing its
performance, which is ultimately used for allocating resources to its business
segments. The Company has four reportable business segments which are primarily
aligned along lines of business. Each segment is managed by one or more of the
Company's executives who, in conjunction with the Chief Executive Officer, make
strategic business decisions regarding that segment. The four reportable
business segments are Commercial Banking, Regional Banking, Funds Management,
and Capital Management.

         The Commercial Banking segment provides financing and other services
for corporate customers throughout all areas covered by SouthTrust. Types of
corporate lending include the following: commercial and industrial, commercial
real estate, middle-market lending, commercial leasing, asset-based lending and
health care. The Regional Banking segment generates revenues through the
Company's branch banking network. Services and products include retail and small
business lending, depository services, and business banking. Also included in
Regional Banking are some residential contruction lending and certain
centralized consumer lending areas such as mortgage lending and auto leasing.
Branch administration costs are also included in Regional Banking. The Funds
Management segment provides asset and liability management, which includes
management of interest rate and liquidity risk. Activites include management of
the Company's securities portfolio, wholesale and long-term funding sources, and
the use of derivatives such as interest rate swap agreements. The Capital
Management segment provides trust, brokerage, investment, insurance services and
private banking. All of these functions are managed as one area with the goal of
providing a variety of financial management products to customers.

         The remaining Company divisions included within the Reconciliation
grouping are divisions that have no operating revenue. They contain unallocated
costs not directly associated with the other reportable segments. Other items in
this grouping include income from bank owned life insurance, provisions for loan
losses in excess of the amounts allocated to the operating segments, and income
tax expense. Intercompany eliminations are also included in the Reconciliation
group.

         The Company's management accounting policies generally follow those for
the Company described in Note A to the Consolidated Financial Statements on Form
10-K for the year ended December 31, 2002, except for the following items. The
Company uses a transfer pricing process to aid in assessing operating segment
performance. This process involves matched rate transfer pricing of assets and
liabilities to determine a contribution to the Company's net interest margin on
a segment basis. Also, net interest margin is reported on a fully taxable
equivalent basis. The provision for loan losses is charged to each business
segment primarily based on the mix of the different loan types. Data processing
and other support function costs are allocated to operating segments primarily
based on resource usage.

         The Company's management accounting policies are continuously evolving
based on both internal and external factors. Therefore, the Company has restated
the comparative 2002 segment information to conform to the 2003 presentation.
The restatement for 2002 includes organizational structure changes made during
mid-2002, changes to the allocation of interest rate risk, changes to the
allocations of support function costs to operating segments and changes in the
allocation of the provision for loan losses. As management accounting policies
change, prior period restatements may also be necessary in the future. In
addition, results of operations for SouthTrust's reportable segments may not be
comparable to similar reportable segments for other financial institutions.

                                       14

<PAGE>

         The following tables present the Company's business segment information
for the three and nine month periods ended September 30, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                        Three months ended September 30, 2003
                                                ------------------------------------------------------------------------------------
                                                Commercial       Regional        Funds       Capital       Reconciling       Total
(In Millions)                                    Banking          Banking      Management   Management        Items         Company
                                                ----------      ---------      ----------   ----------     -----------     ---------
<S>                                             <C>             <C>            <C>          <C>            <C>             <C>
Net interest margin (FTE) ...............       $    104.7      $   246.2       $   88.2     $   15.0       $  (43.6)      $   410.5
Provision for loan losses ...............             10.8           23.7            0.0          0.5           (5.0)           30.0
Non-interest income .....................             11.8          137.4            2.6         27.9           14.9           194.6
Non-interest expense ....................             28.5          255.5            2.1         26.7           (0.4)          312.4
                                                ----------      ---------       --------     --------       --------       ---------
       Pre-tax income ...................             77.2          104.4           88.7         15.7          (23.3)          262.7
Income tax expense (FTE) ................              0.0            0.0            0.0          0.0           84.1            84.1
                                                ----------      ---------       --------     --------       --------       ---------
     Net income .........................       $     77.2      $   104.4       $   88.7     $   15.7       $ (107.4)      $   178.6
                                                ==========      =========       ========     ========       ========       =========
</TABLE>

<TABLE>
<CAPTION>
                                                                        Nine months ended September 30, 2003
                                                ------------------------------------------------------------------------------------
                                                Commercial       Regional        Funds       Capital       Reconciling       Total
(In Millions)                                    Banking          Banking      Management   Management        Items         Company
                                                ----------      ---------      ----------   ----------     -----------     ---------
<S>                                             <C>             <C>            <C>          <C>            <C>             <C>
Net interest margin (FTE) ...............       $    313.0      $   727.7      $   331.0     $   42.8       $ (166.2)      $ 1,248.3
Provision for loan losses ...............             24.8           66.1            0.0          2.2           (3.4)           89.7
Non-interest income .....................             32.8          404.9            5.9         83.4           40.5           567.5
Non-interest expense ....................            101.7          809.1            9.5         82.0          (53.6)          948.7
                                                ----------      ---------      ---------     --------       --------       ---------
       Pre-tax income ...................            219.3          257.4          327.4         42.0          (68.7)          777.4
Income tax expense (FTE) ................              0.0            0.0            0.0          0.0          252.7           252.7
                                                ----------      ---------      ---------     --------       --------       ---------
     Net income .........................       $    219.3      $   257.4      $   327.4     $   42.0       $ (321.4)      $   524.7
                                                ==========      =========      =========     ========       ========       =========
Ending assets ...........................       $ 14,559.2      $21,138.1      $11,902.6     $1,347.6       $2,614.4       $51,561.9
                                                ==========      =========      =========     ========       ========       =========
</TABLE>

<TABLE>
<CAPTION>
                                                                        Nine months ended September 30, 2002
                                                ------------------------------------------------------------------------------------
                                                Commercial       Regional        Funds       Capital       Reconciling       Total
(In Millions)                                    Banking          Banking      Management   Management        Items         Company
                                                ----------      ---------      ----------   ----------     -----------     ---------
<S>                                             <C>             <C>            <C>          <C>            <C>             <C>
Net interest margin (FTE) ...............       $     97.8      $   230.1      $   140.4     $   12.6       $  (49.0)      $   431.9
Provision for loan losses ...............              9.8           20.4            0.0          0.3            5.9            36.4
Non-interest income .....................              9.3          122.1            2.0         26.3            6.7           166.4
Non-interest expense ....................             30.8          276.8            5.2         24.9          (21.7)          316.0
                                                ----------      ---------      ---------     --------       --------       ---------
       Pre-tax income ...................             66.5           55.0          137.2         13.7          (26.5)          245.9
Income tax expense (FTE) ................              0.0            0.0            0.0          0.0           81.7            81.7
                                                ----------      ---------      ---------     --------       --------       ---------
     Net income .........................       $     66.5      $    55.0      $   137.2     $   13.7       $ (108.2)      $   164.2
                                                ==========      =========      =========     ========       ========       =========
</TABLE>

<TABLE>
<CAPTION>
                                                                        Nine months ended September 30, 2002
                                                ------------------------------------------------------------------------------------
                                                Commercial       Regional        Funds       Capital       Reconciling       Total
(In Millions)                                    Banking          Banking      Management   Management        Items         Company
                                                ----------      ---------      ----------   ----------     -----------     ---------
<S>                                             <C>             <C>            <C>          <C>            <C>             <C>
Net interest margin (FTE) ...............       $    290.3      $   686.8      $   438.9     $   36.0       $ (165.0)      $ 1,287.0
Provision for loan losses ...............             24.2           55.8            0.1          0.4           12.2            92.7
Non-interest income .....................             26.3          342.2            6.0         75.4           30.2           480.1
Non-interest expense ....................             95.3          820.6           18.0         74.3          (59.1)          949.1
                                                ----------      ---------      ---------     --------       --------       ---------
       Pre-tax income ...................            197.1          152.6          426.8         36.7          (87.9)          725.3
Income tax expense(FTE) .................              0.0            0.0            0.0          0.0          242.3           242.3
                                                ----------      ---------      ---------     --------       --------       ---------
     Net income .........................       $    197.1      $   152.6      $   426.8     $   36.7       $ (330.2)      $   483.0
                                                ==========      =========      =========     ========       ========       =========
Ending assets ...........................       $ 13,884.1      $20,934.7      $11,777.4     $1,128.7       $2,028.8       $49,753.7
                                                ==========      =========      =========     ========       ========       =========
</TABLE>

                                       15

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

        and

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

BUSINESS

         SouthTrust Corporation ("SouthTrust" or the "Company") is a registered
financial holding company incorporated under the laws of Delaware in 1968. The
Company is headquartered in Birmingham, Alabama, and engages, through its
subsidiary bank, SouthTrust Bank, and its non-banking subsidiaries, in a full
range of banking services from 700 banking locations in Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Texas and
Virginia. As of September 30, 2003, the Company had consolidated total assets of
$51.6 billion, which ranked it among the top twenty bank holding companies in
the United States.

         SouthTrust Bank offers a broad range of banking services, either
directly or through other affiliated bank related subsidiaries. Services to
business customers include providing checking and time deposit accounts, cash
management services, various types of lending and credit services, and corporate
and other trust services. Services provided to individual customers directly or
through other affiliated corporations include checking accounts, money market
investment and money market checking accounts, personal money management
accounts, passbook savings accounts and various other time deposit savings
programs, loans (including business, personal, automobile, mortgage, home
improvement and educational loans), and a variety of trust services. SouthTrust
Bank also offers Visa and/or MasterCard multi-purpose nationally recognized
credit card services. The Company also offers brokerage and other investment
services through its subsidiary SouthTrust Securities, Inc.

         Information relating to the Company's business segments can be found in
Note F to the unaudited Consolidated Condensed Financial Statements.

FORWARD-LOOKING STATEMENTS

         This report and documents incorporated herein by reference may contain
certain statements relating to the future results of the Company based upon
information currently available. These "forward-looking statements" (as defined
in Section 21E of The Securities and Exchange Act of 1934) are typically
identified by words such as "believes", "expects", "anticipates", "intends",
"estimates", "projects", and similar expressions. These forward-looking
statements are based upon assumptions the Company believes are reasonable and
may relate to, among other things, the allowance for loan loss adequacy,
simulation of changes in interest rates and litigation results. Such
forward-looking statements are subject to risks and uncertainties, which could
cause the Company's actual results to differ materially from those included in
these statements. These risks and uncertainties include, but are not limited to,
the following: (1) changes in political and economic conditions; (2) interest
rate fluctuations; (3) competitive product and pricing pressures within the
Company's markets; (4) equity and fixed income market fluctuations; (5) personal
and corporate customers' bankruptcies; (6) inflation; (7) acquisitions and
integration of acquired businesses; (8) technological changes; (9) changes in
law; (10) changes in fiscal, monetary, regulatory and tax policies; (11)
monetary fluctuations; (12) success in gaining regulatory approvals when
required; and (13) other risks and uncertainties listed from time to time in the
Company's SEC reports and announcements.

                                       16
<PAGE>

SELECTED QUARTERLY FINANCIAL DATA                                        TABLE 1
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                  Quarters Ended
                                                ----------------------------------------------------------------------------------
                                                                     2003                                        2002
                                                ------------------------------------------------    ------------------------------
                                                   Sept 30           Jun 30           Mar 31            Dec 31          Sept 30
                                                -------------    -------------    --------------    -------------    -------------
<S>                                             <C>              <C>              <C>               <C>              <C>
EARNINGS SUMMARY:
  Interest income                               $       573.2    $       606.1    $        614.6    $       646.9    $       664.7
  Interest expense                                      165.6            189.3             199.4            219.3            235.7
                                                -------------    -------------    --------------    -------------    -------------
  Net interest income                                   407.6            416.8             415.2            427.6            429.0
  Provision for loan losses                              30.0             30.3              29.4             34.0             36.3
                                                -------------    -------------    --------------    -------------    -------------
  Net interest income after
   provision for loan losses                            377.6            386.5             385.8            393.6            392.7
  Non-interest income                                   192.2            197.1             178.3            180.8            167.2
  Securities gains (losses)                               2.4             (1.4)             (1.1)             0.1             (0.8)
  Non-interest expense                                  312.4            324.4             312.0            327.7            316.0
                                                -------------    -------------    --------------    -------------    -------------

  Income before income taxes                            259.8            257.8             251.0            246.8            243.1
  Income taxes                                           81.2             83.0              79.7             79.9             78.8
                                                -------------    -------------    --------------    -------------    -------------
  Net income                                    $       178.6    $       174.8    $        171.3    $       166.9    $       164.3
                                                =============    =============    ==============    =============    =============
PER COMMON SHARE:
  Net income - basic                            $        0.53    $        0.51    $         0.50    $        0.48    $        0.47
  Net income- diluted                                    0.53             0.51              0.49             0.48             0.47
  Cash dividends declared                                0.21             0.21              0.21             0.17             0.17
  Book value                                            13.15            13.32             13.23            13.34            13.07
  Market value-high                                     30.54            29.98             27.44            26.66            27.14
  Market value-low                                      26.68            26.75             24.19            20.76            20.52

ENDING BALANCES:
  Loans, net of unearned income                 $    34,856.7    $    34,297.1    $     34,440.4    $    34,237.6    $    33,600.0
  Total assets                                       51,561.9         51,708.2          51,348.6         50,570.9         49,753.7
  Deposits                                           34,284.2         34,368.7          32,312.8         32,945.4         31,563.9
  Federal Home Loan Bank advances                     3,595.8          3,670.9           4,220.9          4,470.9          4,471.0
  Long-term debt                                      2,717.3          2,533.7           2,329.0          2,181.9          2,185.1
  Stockholders' equity                                4,381.0          4,496.9           4,523.1          4,627.6          4,534.3
  Common shares (in thousands)                        333,210          337,530           341,882          346,924          346,844

AVERAGE BALANCES:
  Loans, net of unearned income                 $    34,202.8    $    34,405.1    $     34,395.7    $    33,890.6    $    33,314.6
  Earning assets                                     46,313.7         47,116.1          46,356.7         45,743.2         44,799.3
  Total assets                                       50,479.6         51,342.1          50,493.9         49,801.4         48,638.8
  Deposits                                           33,477.5         33,880.2          32,589.7         31,627.5         30,937.3
  Stockholders' equity                                4,358.2          4,513.0           4,587.6          4,559.3          4,428.5
  Common shares (in thousands)
   Basic                                              336,184          340,220           345,514          346,871          346,802
   Diluted                                            339,875          343,578           350,494          350,868          351,008

SELECTED RATIOS:
  Return on average total assets                         1.40%            1.37%             1.38%            1.33%            1.34%
  Return on average stockholders' equity                16.26            15.53             15.15            14.52            14.71
  Net interest margin (FTE)                              3.53             3.60              3.69             3.77             3.86
  Average equity to average assets                       8.63             8.79              9.09             9.16             9.10
  Non-interest expense as a percent
   of average total assets                               2.46             2.53              2.51             2.61             2.58
  Efficiency ratio                                      51.83            52.59             52.31            53.60            52.74
</TABLE>

                                       17

<PAGE>

AVERAGE BALANCES, INTEREST INCOME AND EXPENSE AND                        TABLE 2
AVERAGE YIELDS EARNED AND RATES PAID
(DOLLARS IN MILLIONS; YIELDS ON TAXABLE EQUIVALENT BASIS)

<TABLE>
<CAPTION>
                                                                                   Quarters Ended
                                                  -------------------------------------------------------------------------------
                                                            September 30, 2003                        June 30, 2003
                                                  ------------------------------------      -------------------------------------
                                                                                 (1)                                         (1)
                                                     Average                    Yield/          Average                     Yield/
                                                     Balance      Interest       Rate           Balance       Interest       Rate
                                                  ------------------------------------      --------------------------------------
<S>                                               <C>            <C>            <C>         <C>              <C>            <C>
ASSETS
Loans, net of unearned
   income (2)                                     $   34,202.8   $     420.3      4.88%     $     34,405.1   $    437.8      5.10%
Available-for-sale securities:
   Taxable                                             9,982.6         127.6      5.16            10,771.8        144.7      5.57
   Non-taxable                                           365.0           6.4      7.39               383.5          6.1      6.89
Held-to-maturity securities:
   Taxable                                               231.7           4.1      7.10               255.6          4.9      7.65
   Non-taxable                                            23.9           0.6     10.15                30.9          0.4      5.55
Short-term investments                                 1,507.7          17.0      4.47             1,269.2         15.1      4.77
                                                  ------------------------------------      -------------------------------------
     Total interest-earning assets                    46,313.7   $     576.0      4.95%           47,116.1   $    609.0      5.23%
Allowance for loan losses                               (508.0)                                     (502.6)
Other assets                                           4,673.9                                     4,728.6
                                                  ------------------------------------      -------------------------------------
     Total assets                                 $   50,479.6                              $     51,342.1
                                                  ====================================      =====================================

LIABILITIES
Savings deposits                                  $    2,355.1   $       3.7      0.62%     $      2,333.9   $      4.1      0.70%
Interest-bearing demand deposits                       4,488.0           7.3      0.65             4,486.2          8.5      0.76
Time deposits                                         21,809.1          92.4      1.68            22,299.1        104.3      1.88
Short-term borrowings                                  5,411.8          12.9      0.95             5,212.0         15.4      1.19
Federal Home Loan Bank advances                        3,644.2          33.8      3.68             4,089.0         40.5      3.97
Long-term debt                                         2,530.3          15.4      2.42             2,470.6         16.5      2.68
                                                  ------------------------------------      -------------------------------------
     Total interest-bearing liabilities               40,238.5   $     165.5      1.63%           40,890.8   $    189.3      1.86%
Non-interest-bearing demand deposits                   4,825.4                                     4,761.0
Other liabilities                                      1,057.5                                     1,177.3
Total liabilities                                     46,121.4                                    46,829.1
STOCKHOLDERS' EQUITY                                   4,358.2                                     4,513.0
                                                  ------------------------------------      -------------------------------------
     Total liabilities and stockholders' equity   $   50,479.6                              $     51,342.1
                                                  ====================================      =====================================
Net interest income                                              $     410.5                                 $    419.7
                                                  ====================================      =====================================
Net interest margin                                                               3.53%                                      3.60%
                                                  ====================================      =====================================
Net interest spread                                                               3.32%                                      3.37%
                                                  ====================================      =====================================
</TABLE>

(1)  YIELDS WERE CALCULATED USING THE AVERAGE AMORTIZED COST OF THE UNDERLYING
     ASSETS. ALL YIELDS AND RATES ARE PRESENTED ON AN ANNUALIZED BASIS.

(2)  INCLUDED IN INTEREST ARE NET LOAN FEES OF $11.5 MILLION, $9.3 MILLION,
     $10.2 MILLION, $11.6 MILLION, AND $10.9 MILLION FOR EACH OF THE FIVE
     QUARTERS IN THE PERIOD ENDED SEPTEMBER 30, 2003, RESPECTIVELY. THE AVERAGES
     INCLUDE LOANS ON WHICH THE ACCRUAL OF INTEREST HAS BEEN DISCONTINUED.
     INCOME ON NON-ACCRUAL LOANS IS RECOGNIZED ON A CASH BASIS.

                                       18

<PAGE>

                                                                         TABLE 2

<TABLE>
<CAPTION>
                                                     Quarters Ended
------------------------------------------------------------------------------------------------------------------------
           March 31, 2003                            December 31, 2002                          September 30, 2002
----------------------------------        -------------------------------------        ---------------------------------
                             (1)                                          (1)                                      (1)
   Average                  Yield/               Average                 Yield/           Average                 Yield/
   Balance      Interest     Rate                Balance    Interest      Rate            Balance      Interest    Rate
----------------------------------        -------------------------------------        ---------------------------------
<S>            <C>          <C>           <C>             <C>            <C>           <C>            <C>         <C>
$    34,395.7  $   445.6     5.25%        $     33,890.6  $     471.5     5.52%        $    33,314.6  $    487.5   5.81%

     10,228.3      144.6     5.96                9,995.4        150.3     6.20              10,007.1       156.8   6.46
        376.3        6.6     7.50                  374.7          6.1     6.89                 370.4         5.7   6.39

        299.6        5.3     7.23                  342.7          6.1     7.08                 375.2         6.9   7.30
         38.7        0.9     9.29                   42.0          1.0     9.19                  44.9         1.0   8.96
      1,018.1       14.5     5.75                1,097.8         14.9     5.39                 667.1         9.7   5.79
---------------------------------         ------------------------------------         --------------------------------
     46,356.7  $   617.5     5.45%              45,743.2  $     649.9     5.69%             44,779.3  $    667.6   5.97%
       (501.0)                                    (498.1)                                     (490.4)
      4,638.2                                    4,556.3                                     4,349.9
---------------------------------         ------------------------------------         --------------------------------
$    50,493.9                             $     49,801.4                               $    48,638.8
=================================         ====================================         ================================

$     2,300.4  $     4.2     0.74%        $      2,337.1  $       5.5     0.94%        $     2,332.2  $      7.3   1.24%
      4,543.2        9.6     0.86                4,421.3         10.6     0.95               4,012.6        10.5   1.04
     21,353.8      107.9     2.05               20,515.9        116.1     2.24              20,390.9       125.2   2.44
      5,571.1       17.0     1.23                5,852.3         21.5     1.46               5,701.3        25.0   1.74
      4,373.7       45.3     4.20                4,470.9         49.0     4.35               4,447.1        50.4   4.50
      2,251.8       15.4     2.78                2,185.1         16.6     3.01               2,164.8        17.3   3.17
---------------------------------         ------------------------------------         --------------------------------
     40,394.0  $   199.4     2.00%              39,782.6  $     219.3     2.19%             39,048.9  $    235.7   2.39%
      4,392.3                                    4,353.2                                     4,201.6
      1,120.0                                    1,106.3                                       959.8
     45,906.3                                   45,242.1                                    44,210.3
      4,587.6                                    4,559.3                                     4,428.5
---------------------------------         ------------------------------------         --------------------------------
$    50,493.9                             $     49,801.4                               $    48,638.8
=================================         ====================================         ================================
               $   418.1                                  $     430.6                                 $    431.9
=================================         ====================================         ================================
                             3.69%                                        3.77%                                    3.86%
=================================         ====================================         ================================
                             3.45%                                        3.50%                                    3.58%
=================================         ====================================         ================================
</TABLE>

                                       19

<PAGE>

NET INTEREST INCOME / MARGIN

         Net interest income is the principal component of SouthTrust's earnings
and represents the difference between revenue generated by interest-earning
assets and the interest cost related to funding those assets. The net interest
margin and net interest spread are affected by the composition of
interest-earning assets and interest-bearing liabilities, competitive pressures,
and Federal Reserve Bank (the "Federal Reserve") monetary policies. For purposes
of discussion, income that is either exempt from federal income taxes or taxed
at a preferential rate has been adjusted to fully taxable equivalent ("FTE")
amounts, using a statutory federal tax rate of 35%.

         The Company's net interest margin decreased 33 basis points from the
third quarter of 2002 to 3.53% for the 2003 third quarter period. The net
interest spread between interest-earning assets and interest-bearing liabilities
decreased 26 basis points from the second quarter of 2002 to 3.32% for the third
quarter of 2003. During 2002, the interest sensitivity position of the Company
turned to a more asset sensitive position (interest-earning assets were
repricing faster than interest-bearing liabilities) from an essentially neutral
position at the beginning of 2002. Increased asset sensitivity resulted in a
compression of the net interest margin, discussed further below.

         The uncertain economic conditions during the past year and the
prolonged low interest rate environment have presented a challenge to the
Company as well as other financial institutions. These factors have contributed
to historically low mortgage interest rates, leading to higher prepayments of
mortgage-backed securities, 1-4 family mortgage loans, as well as other
fixed-rate interest-earning assets tied to treasury yields (which are the
benchmark for mortgage interest rates). Prepayments from these assets, as well
as fixed-rate commercial loans, were being reinvested at lower rates, while
liability costs, which are tied to other indexes, were not declining at the same
pace as asset yields. These factors have caused compression in the Company's net
interest margin. Management has taken steps to manage the interest rate
sensitivity position of the Company, such as remaining focused on variable-rate
lending, prudent securities purchases, avoiding long-term fixed-rate loans, and
continued growth in core deposits. Since the balance sheet is in a slightly
asset sensitive interest rate position, an increase in interest rates would
improve the net interest margin. Also, for the first time in over a year, the
Company does not expect further significant decreases in net interest margin if
interest rates remain flat.

         Looking at the remainder of 2003 and during 2004, the Company believes
that certain trends will have a stabilizing effect on the net interest margin.
Long-term interest rates have begun to stabilize, or have increased in some
cases. The Company expects that this will have a positive effect by lowering the
level of prepayments of fixed-rate assets and improving current investment
yields.

         See Table 2 for detailed information concerning quarterly average
volumes, interest, yields earned and rates paid.

PROVISION FOR LOAN LOSSES

         During the third quarter of 2003, the Company recorded a $30.0 million
provision for loan losses. This compares to a provision of $36.4 million for the
quarter ended September 30, 2002. For the nine months ended September 30, 2003
and 2002, the provision for loan losses was $89.7 million and $92.7 million,
respectively. Provisions for loan losses are charged to income to bring the
allowance to a level deemed appropriate by Management based on the factors as
described in "Allowance for Loan Losses" later in Management's Discussion and
Analysis of Financial Condition and Results of Operations Earnings Summary.

                                       20

<PAGE>
NON-INTEREST INCOME

         Total non-interest income for the quarter ended September 30, 2003 was
$194.6 million, an increase of $28.2 million or 17% over the same period in
2002. For the nine months ended September 30, 2003, non-interest income was
$567.5 million, an increase of $87.4 million or 18% over the same period in
2002.

         Service charges on deposit accounts, which represent the largest
portion of non-interest income, increased in the third quarter of 2003 by 6%
from the comparable year-ago period. For the nine months ended September 30,
2003, service charges on deposit accounts increased 8% over the same period in
2002. Factors contributing to this increase include increases in service charges
on large corporate accounts and fees charged for non-sufficient funds. The
Company changed its process of posting pre-authorized electronic transactions in
the calculation of available balances, which also contributed to the increase in
service charges in the third quarter of 2003.

         Mortgage banking operations income increased 33% and 58% for the three
and nine-month periods ended September 30, 2003, respectively, compared to the
same periods in 2002. The increase was driven by increased loan production
during the first nine months of 2003 when compared to the same period in 2002.
Mortgage loan production during the first nine months of 2003 totaled $5,653.5
million, compared to $3,148.8 million during the first nine months of 2002. This
increased production during 2003 is directly related to historically low
mortgage interest rates during this period. During the past quarter, long-term
rates have stabilized and some have increased, including mortgage interest
rates. As a result, prepayments of mortgage loans have declined and the Company
expects loan production to slow down accordingly. Also related to increased
mortgage loan production, gains on sales of loans held for sale increased to
$14.5 million and $41.9 million during the third quarter and first nine months
of 2003, respectively. This compares to gains of $6.2 million and $22.5 million
during for the third quarter and first nine months of 2002, respectively.

         Bankcard fees increased during the third quarter of 2003 by 12%
compared to the third quarter of 2002. For the first nine months of 2003, the
increase in bankcard fees was 7% over the same period in 2002. This increase was
primarily due to increased merchant fees, including increased sales volume and
an increase in certain service charges. Debit card fees increased in the first
nine months of 2003 by 13%, compared to the same period in 2002 as a result of
increased volume. Debit card fees remained relatively stable during the third
quarter of 2003 compared to the same period in 2002. During the third quarter of
2003, Visa and MasterCard settled lawsuits initiated by several major retailers.
The effect of the settlements on the Company during the third quarter of 2003
has been slower growth in debit card fees, since the fees charged to merchants
by Visa and MasterCard to process their debit cards have decreased. This trend
is likely to continue as a result of the settled lawsuits.

         Investment fee income increased 8% during the third quarter of 2003,
compared to the third quarter of 2002. For the nine months ended September 30,
2003, investment fee income increased 17% over the same period in 2002. This
increase was driven by increased business in the capital market areas and market
conditions, resulting from higher fees earned in facilitating customer
derivative transactions. However, in the third quarter of 2003, investment
banking activity declined compared to the second quarter of 2003. Income from
bank owned life insurance ("BOLI") for the third quarter and first nine months
of 2003 decreased 7% and increased 12%, respectively, over the comparable
year-ago periods. The decrease in BOLI income in the recent quarters is a result
of the crediting rates from the various insurance carriers adjusting downward in
the lower interest rate environment during 2003. All other income increased 36%
and 29% during the third quarter and first nine months of 2003, respectively,
compared to the same periods in 2002. This increase was primarily due to
increased income associated with a program related to the Company's new check
provider.

                                       21

<PAGE>

         There were no other significant non-interest income items recorded in
either the third quarter or the first nine months of 2003 or 2002.

NON-INTEREST INCOME                                                      TABLE 3
(In Millions)

<TABLE>
<CAPTION>
                                                                   Quarters Ended
                                               ------------------------------------------------------
                                                           2003                          2002
                                               -------------------------------    -------------------
                                               Sept 30     Jun 30      Mar 31      Dec 31    Sept 30
                                               --------   --------    --------    --------   --------
<S>                                            <C>        <C>         <C>         <C>        <C>
Service charges on deposit accounts            $   76.2   $   72.1    $   70.8    $   74.8   $   72.1
Mortgage banking operations                        22.9       26.7        19.4        23.1       17.2
Bankcard fees                                      12.2       12.8        10.4        11.2       10.9
Debit card fees                                    10.0       11.3        10.5        10.5        9.9
Trust fees                                          8.7        8.6         7.4         8.8        8.5
Investment fees                                    17.0       18.9        16.2        15.1       15.8
Bank owned life insurance                          11.7       13.9        16.1        12.5       12.6
Gains on sales of loans held-for-sale, net         14.5       15.7        11.7        10.5        6.2
Securities gains (losses), net                      2.4       (1.4)       (1.1)        0.1       (0.8)
Other                                              19.0       17.1        15.8        14.3       14.0
                                               --------   --------    --------    --------   --------
     Total                                     $  194.6   $  195.7    $  177.2    $  180.9   $  166.4
                                               ========   ========    ========    ========   ========
</TABLE>

NON-INTEREST EXPENSE

         Total non-interest expense was $312.4 million in the third quarter of
2003 compared to $316.0 million for the same period in 2002. For the nine months
ended September 30, 2003 and 2002, total non-interest expense was $948.7 million
and $949.1 million, respectively. The efficiency ratio, a measure of
non-interest expense to net interest income plus non-interest income, was 51.83%
and 52.25% for the three and nine-month periods ended September 30, 2003,
respectively. This compares to an efficiency ratio of 52.74% and 53.79%, for the
three and nine-month periods ended September 30, 2002, respectively. This
improvement in the efficiency ratio is attributable to the fact that
non-interest expense remained at a relatively constant level year over year,
while increases in non-interest income provided for growth in the denominator of
the calculation.

         Salaries and employee benefits expense is the largest component of
non-interest expense, accounting for 62% of all non-interest expense for the
third quarter and first nine months of 2003. Salary and employee benefits
expense increased during the third quarter and first nine months of 2003 by 4%
and 7%, respectively, over the same year-ago periods. These increases were
driven by annual merit increases, incentive increases primarily in the Company's
mortgage banking subsidiary related to increased mortgage loan production, and
increases in certain employee benefit costs. However, from second quarter 2003
to third quarter 2003, salaries and employee benefits expense has decreased 2%
due to a decrease in the number of full-time equivalent employees from 12,358 to
12,271, respectively.

         Expense for professional services for the first nine months of 2003
decreased 8% over the same period a year ago. This decrease was due primarily to
a decrease in fees paid to employee recruitment firms and Visa fees. Data
processing expense increased 6% and 19% during the third quarter and nine-

                                       22

<PAGE>
month period ended September 30, 2003, respectively, when compared to the same
periods in 2002. The nine-month period increase primarily related to a license
fee incurred in the second quarter of 2003 related to a patent covering certain
processes used by the Company. For the three and nine months ended September 30,
2003, communications expense decreased 10% and 15%, respectively, over the same
periods in 2002. This decrease relates primarily to lower expenses related to
the conversion to a new phone system and other renegotiated rates and contracts.

         There were no other significant non-interest expense items recorded in
either the third quarter or the first nine months of 2003 or 2002.

NON-INTEREST EXPENSE                                                     TABLE 4
(In Millions)

<TABLE>
<CAPTION>
                                                            Quarters Ended
                                         ----------------------------------------------------
                                                      2003                       2002
                                         ------------------------------   -------------------
                                         Sept 30     Jun 30     Mar 31     Dec 31    Sept 30
                                         --------   --------   --------   --------   --------
<S>                                      <C>        <C>        <C>        <C>        <C>
Salaries and employee benefits           $  194.5   $  199.3   $  194.4   $  190.7   $  186.4
Net occupancy                                26.9       26.7       26.0       28.9       27.0
Equipment                                    16.2       16.3       15.9       18.2       17.1
Professional services                        15.3       15.5       13.5       17.5       15.3
Data processing                              11.2       14.3       11.7       11.0       10.6
Communications                               12.2       12.7       12.3       14.3       13.6
Other                                        36.1       39.6       38.2       47.1       46.0
                                         --------   --------   --------   --------   --------
     Total                               $  312.4   $  324.4   $  312.0   $  327.7   $  316.0
                                         ========   ========   ========   ========   ========
</TABLE>

INCOME TAX EXPENSE

         Income tax expense for the third quarter and first nine months of 2003
was $81.2 million and $243.9 million, respectively, for an effective tax rate of
31.3% and 31.7%, respectively. This compares to income tax expense for the third
quarter and first nine months of 2002 of $78.9 million and $232.8 million,
respectively, for an effective rate of 32.4% and 32.5%, respectively. The
statutory federal income tax rate was 35% in 2003 and 2002.

                                       23

<PAGE>

LOANS

         Loans, net of unearned income at September 30, 2003 were $34,856.7
million, a net increase of $619.1 million over the December 31, 2002 level.
During the first nine months of 2003, $82.1 million of loans were obtained in
the acquisition of another financial institution in April 2003. The lending
environment continues to be challenging due to continued uncertain economic
conditions. However, loan growth has recently begun to accelerate, especially
during the latter part of the third quarter. Loan production continues to
improve and the recent stabilization of long-term interest rates has resulted in
reduced loan prepayments. Management believes that the Company is well
positioned to achieve even more loan growth, through its extensive calling
efforts and its strong sales culture, once the economy begins to improve.

         The Company considers the appropriate mix of variable and fixed-rate
loans in asset/liability management strategy. As of September 30, 2003, 74% of
the Company's loan portfolio had variable interest rates. Of the Company's
variable-rate loan portfolio balance, 50% of these loans were tied to the
floating London Interbank Offered Rate ("LIBOR"), 44% were tied to the Prime
rate, and 6% were tied to other indexes.

LOAN PORTFOLIO                                                           TABLE 5
(In Millions)

<TABLE>
<CAPTION>
                                                                           Quarters Ended
                                        ----------------------------------------------------------------------------------------
                                                                2003                                         2002
                                        ----------------------------------------------------   ---------------------------------
                                             Sept 30           Jun 30             Mar 31            Dec 31          Sept 30
                                        ---------------   ----------------   ---------------   ---------------   ---------------
                                           Amount    %      Amount     %       Amount    %       Amount    %      Amount     %
                                        ---------------   ----------------   ---------------   ---------------   ---------------
<S>                                     <C>        <C>    <C>         <C>    <C>        <C>    <C>        <C>    <C>        <C>
Commercial, financial and agricultural  $ 12,585.1 35.9%  $12,636.8   36.6%  $12,664.3  36.5%  $12,592.7  36.5%  $12,357.3  36.5%
Real estate construction                   5,667.6 16.1     5,353.7   15.5     5,355.6  15.4     5,215.4  15.1     4,929.2  14.6
Commercial real estate mortgage            7,425.1 21.2     7,253.8   21.0     7,345.5  21.2     7,303.4  21.2     7,212.3  21.3
Residential real estate mortgage           6,336.8 18.1     6,178.6   17.9     6,160.5  17.8     6,123.1  17.8     6,021.7  17.8
Loans to individuals                       1,683.9  4.8     1,724.2    5.0     1,775.8   5.1     1,869.5   5.4     1,935.0   5.7
Lease financing:
   Commercial leases                         664.5  1.9       654.6    1.9       661.9   1.9       681.0   2.0       661.1   2.0
   Auto leases                               722.0  2.0       728.6    2.1       714.0   2.1       698.1   2.0       722.7   2.1
                                             -----  ---       -----    ---       -----   ---       -----   ---       -----   ---
                                          35,085.0  100%   34,530.3    100%   34,677.6   100%   34,483.2   100%   33,839.3   100%
                                                    ===                ===               ===               ===               ===
Unearned income                             (228.3)          (233.2)            (237.2)           (245.6)           (239.3)
                                        ----------        ---------          ---------         ---------         ---------
Loans, net of unearned income             34,856.7         34,297.1           34,440.4          34,237.6          33,600.0
Allowance for loan losses                   (501.2)          (501.1)            (499.5)           (498.5)           (497.6)
                                        ----------        ---------          ---------         ---------         ---------
Net loans                               $ 34,355.5        $33,796.0          $33,940.9         $33,739.1         $33,102.4
                                        ==========        =========          =========         =========         =========
</TABLE>

                                       24

<PAGE>

ALLOWANCE FOR LOAN LOSSES

         The Company maintains an allowance for loan losses to absorb probable
losses inherent in the loan portfolio and is based upon Management's estimated
range of those losses. Actual losses for these loans can vary significantly from
this estimate. The Company's subsidiary bank is regulated by the State Banking
Department of the State of Alabama. SouthTrust Bank is a member bank of the
Federal Reserve System, and as such, is also subject to the regulations of the
Federal Reserve Board applicable to state member banks. Management may also
consider recommendations from these regulators in concluding on the adequacy of
the allowance for loan losses. The methodology and assumptions used to calculate
the allowance are continually reviewed as to their appropriateness given the
most recent losses realized and other factors that influence the estimation
process. The model assumptions and resulting allowance level are adjusted
accordingly as these factors change. The historical and migration loss rates
described below which are used in determining the allowance also provide a
self-correcting feature to the methodology. The Company's senior credit managers
develop and review the methodology on a quarterly basis, and it is then
submitted to the Executive Committee of the Board of Directors for approval.

         The Company's first steps towards maintaining an adequate allowance for
loan losses are sound credit policies and thorough credit reviews on the front
end of every lending decision. The Company maintains an extensive written loan
policy manual that is disseminated to all lending personnel on a real-time basis
via the Company's internal Internet. This delivery method of the loan policy and
the credit approval process ensures consistent lending values are communicated
across the Company. The loan review function also serves as a control mechanism
to validate adherence to the loan policy and to detect any adverse trends in the
loan portfolio as early as possible.

         Loans are separated by internal risk ratings into two categories for
assessment of their estimated allowance level needs; Non-problem and Watch-list
(non-performing and other loans are included in watch-list loans). The allowance
associated with Non-problem loans is calculated by applying historical loss
factors to outstanding Non-problem loans within each loan type. The loss factors
represent either the average of the last four years' losses or, in some cases,
the most recent year's loss experience if in Management's judgement that loss
rate is more representative of current trends in a particular loan type. The
allocation of the allowance on Non-problem loans is based on estimates of losses
inherent in this portfolio, which have not yet been specifically identified in
the Company's problem loan rating process. Watch-list loans include any loans
that have an internal credit review or regulatory rating of less than "pass",
plus "pass" rated loans that are sound and collectible, but contain certain
characteristics that require review by Management. The allowance associated with
Watch-list loans is calculated by applying loss factors determined through a
combination of the prior year's loss experience and an average of the last four
years' loss experience, both of which are specific to Watch-list loans. The four
years' loss experience is used to provide an adequate historical perspective.
Additionally, certain Watch-list loans (generally large commercial credits that
the Company considers to be impaired) are specifically reviewed. This specific
review considers estimates of future cash flows, fair values of collateral and
other indicators of the borrowers' ability to repay the loan.

         The Company's loan portfolio has historically experienced growth rates
in excess of our peers. While the Company strives to use prudent underwriting
and credit management standards, such growth and related underwriting risks can
lead to increased losses that are not realized until after period end. The
Company is also subject to risk associated with certain industry concentrations.
Commercial real estate mortgage loans represent a large concentration and
although this segment of the portfolio has performed well in recent years,
Management considers the associated risk within the commercial real estate
portfolio as part of the other risk elements. The Company has established a
sound credit policy, which guides the manner in which loans are underwritten.
Exceptions from this policy may be necessary to facilitate the lending process.
The associated exception risk has also been considered in computing the
allowance.

                                       25

<PAGE>

         The allowance allocated to Watch-list loans at September 30, 2003
totaled $114.7 million, and the allowance allocated to Non-problem loans totaled
$386.4 million. Based on the methodology outlined above, the total allowance for
loan losses was $501.2 million at September 30, 2003 and $498.5 million at
December 31, 2002. As a percentage of outstanding loans, the total allowance for
loan losses was 1.44 %, compared to the December 31, 2002 level of 1.46 %. Net
charge-offs during the three months ended September 30, 2003 totaled $29.9
million or .35% of average net loans on an annualized basis, an increase of $2.8
million from the 2002-third quarter period.

ALLOWANCE FOR LOAN LOSSES                                                TABLE 6
(In Thousands)

<TABLE>
<CAPTION>
                                                                        Quarters Ended
                                                   --------------------------------------------------------
                                                                 2003                          2002
                                                   ---------------------------------   --------------------
                                                   Sept 30      Jun 30      Mar 31      Dec 31      Sept 30
                                                   ---------   ---------   ---------   ---------   ---------
<S>                                                <C>         <C>         <C>         <C>         <C>
Balance beginning of quarter                       $ 501,068   $ 499,452   $ 498,501   $ 497,624   $ 488,340
Loans charged-off:
          Commercial, financial and agricultural      15,984      16,374      15,351      16,256      11,895
          Real estate construction                        53          22          69           0          54
          Commercial real estate mortgage                420       1,305         255       1,425       1,275
          Residential real estate mortgage             2,915       2,829       3,184       2,057       2,758
          Loans to individuals                        11,896      12,737      13,666      15,418      12,837
          Lease financing:
             Commercial leases                         2,647          33         375       1,494          74
             Auto leases                                 463         688         762         960         855
                                                   ---------   ---------   ---------   ---------   ---------
                            Total charge-offs         34,378      33,988      33,662      37,610      29,748
                                                   ---------   ---------   ---------   ---------   ---------
Recoveries of loans previously charged-off:
          Commercial, financial and agricultural       2,441       1,127       3,060       2,269       1,096
          Real estate construction                         1           1           2           0           4
          Commercial real estate mortgage                 11          27          60          62           1
          Residential real estate mortgage               255         154         413         170         248
          Loans to individuals                         1,714       2,412       1,610       1,937       1,289
          Lease financing:
             Commercial leases                            44           0           0           0           0
             Auto leases                                  24          43          68          49          40
                                                   ---------   ---------   ---------   ---------   ---------
                            Total recoveries           4,490       3,764       5,213       4,487       2,678
                                                   ---------   ---------   ---------   ---------   ---------
Net loans charged-off                                 29,888      30,224      28,449      33,123      27,070
Additions to allowance charged to expense             30,000      30,300      29,400      34,000      36,354
Subsidiaries' allowance at date of purchase                0       1,540           0           0           0
                                                   ---------   ---------   ---------   ---------   ---------
Balance at end of quarter                          $ 501,180   $ 501,068   $ 499,452   $ 498,501   $ 497,624
                                                   =========   =========   =========   =========   =========

(In  millions)
Loans outstanding at quarter end,
          net of unearned income                   $34,856.7   $34,297.1   $34,440.4   $34,237.6   $33,600.0
Average loans outstanding,
          net of unearned income                   $34,202.8   $34,405.1   $34,395.7   $33,890.6   $33,314.6
Ratios:
          Allowance to net loans outstanding            1.44%       1.46%       1.45%       1.46%       1.48%
          Net loans charged-off to average net
            loans                                       0.35        0.35        0.34        0.39        0.32
          Provision for loan losses to net
            charge-offs                               100.37      100.25      103.34      102.65      134.30
          Provision for loan losses to average
            net loans                                   0.35        0.35        0.35        0.40        0.43
</TABLE>

                                       26

<PAGE>

NON-PERFORMING ASSETS

         Non-performing assets, which include non-accrual and restructured
loans, other real estate owned and other repossessed assets were $233.0 million
at September 30, 2003, a modest decrease of $4.2 million from December 31, 2002.
The ratio of non-performing assets to total loans plus other non-performing
assets was 0.67% at September 30, 2003, while the allowance to non-performing
loans ratio was 264.08% for the same period. The Company has historically
maintained high credit underwriting standards and consistent credit disciplines,
and does not see any trends that would result in any significant changes in
ultimate losses.

         In addition to loans on non-accrual status, the Company has loans where
known information about possible credit problems of borrowers causes Management
to have doubts as to the ability of such borrowers to fully comply with their
present loan repayment terms at September 30, 2003. These loans, although they
are currently performing, could become non-performing and be placed on
non-accrual status in the future. However, the magnitude of these loans is not
such that any potential future losses are expected to have a material effect on
the Consolidated Financial Statements.

NON-PERFORMING ASSETS                                                    TABLE 7
(Dollars In Millions)

<TABLE>
<CAPTION>
                                                                      Quarters Ended
                                                       -------------------------------------------
                                                                  2003                  2002
                                                       -------------------------  ----------------
                                                       Sept 30   Jun 30  Mar 31    Dec 31  Sept 30
                                                       -------  -------  -------  -------  -------
<S>                                                    <C>      <C>      <C>      <C>      <C>
Non-performing loans
          Commercial, financial, and agricultural      $ 131.9  $ 132.1  $ 127.2  $ 115.0  $ 115.6
          Real estate construction                        11.6     10.8     23.1     24.1     24.1
          Commercial  real estate mortgage                16.8     20.2      5.3      5.1      4.6
          Residential real estate mortgage                19.4     21.6     23.9     21.1     19.6
          Loans to individuals                            10.1      9.5      9.7     10.2     12.7
                                                       -------  -------  -------  -------  -------
           Total non-performing loans                    189.8    194.2    189.2    175.5    176.6
                                                       -------  -------  -------  -------  -------
Other real estate owned                                   42.2     45.6     51.4     55.1     65.5
Other repossessed assets                                   1.0      1.4      5.5      6.6      9.2
                                                       -------  -------  -------  -------  -------
           Total non-performing assets                 $ 233.0  $ 241.2  $ 246.1  $ 237.2  $ 251.3
                                                       =======  =======  =======  =======  =======
Accruing loans past due 90 days or more                $  91.1  $  82.1  $  84.2  $  72.6  $  76.3
Ratios:
          Non-performing loans to total loans             0.54%    0.57%    0.55%    0.51%    0.53%
          Non-performing assets to total loans
             plus other non-performing assets             0.67     0.70     0.71     0.69     0.75
          Non-performing assets and accruing loans
             90 days or more past due to total loans
             plus other non-performing assets             0.93     0.94     0.96     0.90     0.97
          Allowance to non-performing loans             264.08   257.98   264.05   284.06   281.75
</TABLE>

                                       27

<PAGE>

AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES

         The investment portfolio is managed to maximize yield over an entire
interest rate cycle while providing liquidity and minimizing risk. Securities
classified as held-to-maturity are carried at amortized cost, as the Company has
the ability and Management has the positive intent to hold these securities to
maturity. All securities not considered held-to-maturity or part of the trading
portfolio have been designated as available-for-sale and are recorded at fair
value. Unrealized gains and losses on available-for-sale securities are excluded
from earnings and are reported net of deferred taxes as other comprehensive
income, a component of stockholders' equity. This caption includes securities
that Management intends to use as part of its asset/liability management
strategy or that may be sold in response to changes in interest rates, changes
in prepayment risk, liquidity needs, or for other purposes.

         Total securities, including those designated as available-for-sale and
held-to-maturity, have increased $309.7 million since December 31, 2002. Funds
from prepayments of mortgage-backed securities as well as loan repayments that
are unable to be reinvested in new loans due to diminished loan demand are being
invested primarily in 15-year mortgage-backed securities.

AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES                      TABLE 8

<TABLE>
<CAPTION>
                                                 Available-for-Sale Securities
                                         ----------------------------------------------
                                          September 30, 2003       December 31, 2002
                                         ----------------------   ---------------------
                                         Amortized      Fair      Amortized     Fair
(IN MILLIONS)                              Cost         Value       Cost        Value
                                         ---------    ---------   ---------   ---------
<S>                                      <C>          <C>         <C>         <C>
U.S. Treasury securities                 $    40.5         42.1   $    36.5   $    38.9
U.S. Government agency securities          1,830.3      1,860.5     2,628.2     2,705.5
Mortgage-backed securities and
   collateralized mortgage obligations     8,098.5      8,229.1     6,311.1     6,625.7
Obligations of states and political
   subdivisions                              345.8        368.1       333.6       353.3
Other debt securities                        220.4        220.6       550.4       550.5
Equity securities                            325.6        358.2       345.9       370.7
                                         ---------    ---------   ---------   ---------
     Total                               $10,861.1    $11,078.6   $10,205.7   $10,644.6
                                         =========    =========   =========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                  Held-to-Maturity Securities
                                         ----------------------------------------------
                                          September 30, 2003       December 31, 2002
                                         ----------------------   ---------------------
                                         Amortized      Fair      Amortized     Fair
                                           Cost         Value       Cost        Value
                                         ---------    ---------   ---------   ---------
<S>                                      <C>          <C>         <C>         <C>
U.S. Treasury securities                 $     0.5          0.5   $     1.5   $     1.5
U.S. Government agency securities              3.5          3.6        23.0        23.6
Mortgage-backed securities and
   collateralized mortgage obligations        86.4         91.9       158.1       168.2
Obligations of states and political
   subdivisions                               33.9         37.6        40.7        44.9
Other debt securities                        120.2        140.0       145.5       162.4
                                         ---------    ---------   ---------   ---------
     Total                               $   244.5    $   273.6   $   368.8   $   400.6
                                         =========    =========   =========   =========
</TABLE>

                                       28

<PAGE>

SHORT-TERM INVESTMENTS

         Short-term investments at September 30, 2003 totaled $1,282.4 million,
reflecting an increase of $80.8 million from the December 31, 2002 level of
$1,201.6 million. At September 30, 2003, short-term investments consisted of
$353.3 million in federal funds sold and securities purchased under resale
agreements, $6.8 million in time deposits with other banks, $133.7 million in
trading securities and $788.6 million in loans held for sale. Securities held
for trading purposes primarily include inventory at the Company's brokerage
subsidiary and are carried at fair value. Loans held for sale, primarily 1-4
family mortgage loans in the process of being securitized and sold to third
party investors, are carried at the lower of cost or fair value.

         The Company regularly participates in loan sales in the secondary
market, which facilitate the management of its loan portfolio. Specifically,
these sales allow the Company to manage credit concentrations, while continuing
to extend credit to customers. Loans sold, consisting mainly of 1-4 family
mortgages, amounted to approximately $5,479.0 million during the nine month
period ended September 30, 2003. These sales move in tandem with production of
new 1-4 family loans, which has been at a high level during 2003 due to low
mortgage rates. A decline in loan sales should be expected if mortgage rates
continue to rise and new loan production returns to lower levels.

         The Company's Asset/Liability Management Committee monitors current and
future expected economic conditions, as well as the Company's liquidity
position, in determining desired balances of short-term investments and
alternative uses of such funds.

FUNDING

         The Company's overall funding level is governed by current and expected
asset demand and capital needs. The Company's funding sources can be divided
into four broad categories: deposits, short-term borrowings, Federal Home Loan
Bank ("FHLB") advances, and long-term debt. The mixture of these funding types
depends upon the Company's maturity and liquidity needs, the current rate
environment, and the availability of such funds.

         The Company monitors certain ratios and liability concentrations to
ensure funding levels are maintained within established policies. These policies
include a maximum short-term liability to total asset ratio of 40% and a limit
on funding concentrations from any one source as a percent of total assets of
20%. Various maturity limits have also been established.

         Deposits are the Company's primary source of funding. Total deposits at
September 30, 2003 were $34,284.2 million, up $1,338.8 million or 4% from the
December 31, 2002 level of $32,945.4 million. Of this increase, $1,401.6 million
is from wholesale funding sources. Core deposits, defined as demand deposits and
time deposits less than $100,000, decreased $62.8 million during the period. In
the first nine months of 2003, deposits of $103.8 million were obtained in the
acquisition of another financial institution in April 2003. At September 30,
2003 total deposits included interest-bearing deposits of $29,184.6 million and
other deposits of $5,099.6 million.

         Short-term borrowings at September 30, 2003 were $5,672.9 million and
included federal funds purchased of $3,741.5 million, securities sold under
agreements to repurchase of $1,823.9 million and other borrowed funds of $107.5
million. At September 30, 2003 total short-term borrowings were 11% of total
liabilities and stockholders' equity, which is consistent with the December 31,
2002 level.

                                     29

<PAGE>

         FHLB advances totaled $3,595.8 million at September 30, 2003. The
current quarter end balance is down $875.1 million from the level outstanding at
December 31, 2002. The Company uses FHLB advances as an alternative to other
funding sources with similar maturities. They are also flexible, allowing the
Company to quickly obtain the necessary maturities and rates that best suit its
overall asset/liability management strategy.

         At September 30, 2003 and December 31, 2002, total long-term debt was
$2,717.3 million and $2,181.9 million, respectively. During the first nine
months of 2003, $700.0 million in Bank Notes and Subordinated Notes were issued,
$100 million of 7% Debentures matured, and $50 million of Subordinated Notes
were put by the holders. Maturities of long-term debt during the remainder of
2003 include $200 million of variable-rate Bank Notes on October 3, 2003.

CAPITAL

         The Company continually monitors current and projected capital adequacy
positions of both the Company and its subsidiary bank. Maintaining adequate
capital levels is integral to providing stability to the Company, resources to
achieve the Company's growth objectives, and returns to stockholders in the form
of dividends.

         The Company is subject to various regulatory capital requirements that
prescribe quantitative measures of the Company's assets, liabilities, and
certain off-balance sheet items. The Company's regulators have also imposed
qualitative guidelines for capital amounts and classifications such as risk
weighting, capital components, and other details. The quantitative measures to
ensure capital adequacy require that the Company maintain Tier 1 and Total
capital to risk-weighted assets of 4% and 8%, respectively, and Tier 1 capital
to adjusted quarter average total assets of 4%. Failure to meet minimum capital
requirements can initiate certain actions by regulators that, if undertaken,
could have a direct material effect on the Company's financial statements. As of
the periods ended in the table below, the Company meets all capital adequacy
requirements imposed by its regulators.

         The September 30, 2003 Tier 1 and Total capital to risk weighted assets
were 7.79% and 10.81%, respectively, compared to the December 31, 2002 ratios of
8.15% and 11.09%, respectively.

                                       30

<PAGE>

CAPITAL RATIOS                                                           TABLE 9
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                           ----------------------------------------------------------------------------------
                                                              2003                                         2002
                                           ---------------------------------------------       ------------------------------
                                             Sept 30           Jun 30           Mar 31            Dec 31           Sept 30
                                             -------           ------           ------            ------           -------
<S>                                       <C>               <C>              <C>               <C>               <C>
Tier 1 capital:
   Stockholders' equity                   $     4,381.0     $    4,496.9     $    4,523.1      $    4,627.6      $    4,534.3
   Intangible assets other than
        servicing rights                         (803.6)          (806.8)          (795.4)           (797.9)           (801.3)
   Accumulated other
     comprehensive income                        (165.4)          (263.1)          (270.4)           (334.9)           (350.6)
                                          -------------     ------------     ------------      ------------      ------------
        Total Tier 1 capital                    3,412.0          3,427.0          3,457.3           3,494.8           3,382.4
                                          -------------     ------------     ------------      ------------      ------------
Tier 2 capital:
   Allowable allowance for loan losses            501.2            501.1            499.5             498.5             497.6
   Allowable long-term debt                       825.0            875.0            915.0             765.0             765.0
                                          -------------     ------------     ------------      ------------      ------------
        Total Tier 2 capital                    1,326.2          1,376.1          1,414.5           1,263.5           1,262.6
                                          -------------     ------------     ------------      ------------      ------------
        Total  risk-based capital         $     4,738.2     $    4,803.1     $    4,871.8      $    4,758.3      $    4,645.0
                                          =============     ============     ============      ============      ============
Risk-weighted assets                      $    43,826.6     $   43,477.3     $   42,582.5      $   42,890.2      $   41,626.6

Risk-based ratios:
   Tier 1 capital                                  7.79%            7.88%            8.12%             8.15%             8.13%
   Total capital                                  10.81            11.05            11.44             11.09             11.16
Leverage ratio                                     6.87             6.78             6.96              7.13              7.07
</TABLE>

         On January 15, 2003, the Company's board of directors authorized the
repurchase of up to $500 million of the Company's common stock. At current
prices, this would represent approximately 5% of the outstanding shares at
December 31, 2002. The actual amount repurchased may be less and is dependent on
overall market and economic conditions, or alternative uses of capital such as
for internal growth or acquisition opportunities that may arise. The repurchase
program, which began in the first quarter of 2003, will generally be implemented
through open market transactions at prevailing prices. The Company's strong
capital position has enabled it to adopt such a program and Management believes
it will further enhance shareholder value. As always, the Company will continue
to evaluate capital levels and the related impact of repurchases on both a book
and risk-based capital basis, and will maintain capital at levels deemed
appropriate by Management and above prescribed minimums as described above. As
of September 30, 2003, the Company has repurchased approximately 14.7 million
shares under this program.

                                       31

<PAGE>

COMMITMENTS AND STANDBY LETTERS OF CREDIT

         The Company, in the normal course of business, is a party to financial
instruments with off-balance sheet risk to meet the financing needs of its
customers. These financial instruments primarily include commitments to extend
credit to borrowers whose loans will be maintained for the Company's portfolio
and standby letters of credit. These instruments involve, to varying degrees,
elements of credit risk and market risk not reflected in the Consolidated
Balance Sheets since no amount is recorded until the instrument is funded. The
contract or notional amounts of the instruments reflect the extent of
involvement the Company has in particular classes of financial instruments.

         Creditworthiness for all instruments is evaluated on a case-by-case
basis in accordance with the Company's credit policies. Collateral, if deemed
necessary, is based on Management's credit evaluation of the counterparty and
may include business assets of commercial borrowers as well as personal property
and real estate of individual borrowers and guarantors.

         The Company's subsidiary bank had outstanding commitments to extend
credit of approximately $13,793.8 million at September 30, 2003 and $12,866.0
million at December 31, 2002. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.

         The Company's subsidiary bank had commitments to issue standby letters
of credit outstanding of approximately $1,373.1 million at September 30, 2003
and $1,384.3 million at December 31, 2002. In addition, the Company has recorded
a liability for the estimated fair value of these standby letters of credit of
approximately $2.2 million at September 30, 2003 and $1.9 million at December
31, 2002.

INTEREST RATE RISK MANAGEMENT

         The Company's primary market risk is its exposure to interest rate
changes. Interest rate risk management strategies are designed to optimize net
interest income while minimizing fluctuations caused by changes in the interest
rate environment. It is through these strategies that the Company seeks to
manage the maturity and repricing characteristics of its balance sheet.

         The modeling techniques used by SouthTrust simulate changes in net
interest income under various rate scenarios. Important elements of the
techniques include the mix of floating versus fixed rate assets and liabilities,
the scheduled repricing and maturing volumes and rates of the existing balance
sheet, the slope of the yield curve, and prepayment assumptions. Actual
financial results may differ from simulated results because of many factors
including, but not limited to, the timing, magnitude and frequency of changes in
interest rates, market conditions and management strategies.

                                       32

<PAGE>

         The following table illustrates the expected effect a given parallel
interest rate shift would have on the annualized projected net interest income
of the Company as of September 30, 2003. These projections are based on a flat
rate scenario. Actual interest rate adjustments made by the Federal Reserve do
not result in parallel shifts in interest rate because of factors relating to
the sloping yield curve.

<TABLE>
<CAPTION>
                                                        INCREASE/(DECREASE) IN
                                                         NET INTEREST INCOME
                                                      -------------------------
            CHANGE IN INTEREST RATES                       $             %
--------------------------------------------------    ----------      ---------
                                                       (DOLLARS IN THOUSANDS)
<S>                                                   <C>             <C>
+ 100 basis points................................    $  27,504         1.62%
+  50 basis points................................       13,756         0.81
-  50 basis points................................      (21,814)       (1.28)
</TABLE>

DERIVATIVE FINANCIAL INSTRUMENTS

         Derivative financial instruments that are used as a part of the
Company's interest rate risk management strategy include interest rate swap
agreements ("swaps"). These swaps qualify for hedge accounting treatment and are
designated as follows: (1) Some swaps provide for the Company to pay interest
based on LIBOR while receiving payments of a fixed rate. These swaps are
designated as fair value hedges of pools of fixed-rate deposit liabilities and
certain fixed-rate long-term debt. (2) Some swaps also provide for the Company
to pay interest based on LIBOR while receiving payments of a fixed rate. These
swaps are designated as cash flow hedges of the interest received on pools of
floating-rate LIBOR loans. (3) Other swaps provide for the Company to pay a
fixed rate of interest while receiving payments based on a floating rate. These
swaps are designated as cash flow hedges of the interest paid on long-term bank
notes.

         Derivative financial instruments that are used by the Company's
mortgage banking subsidiary as another interest rate risk management strategy
include forward sales commitments ("forwards") of closed mortgage loans that are
in the warehouse. These closed loans are commonly referred to as the "inventory"
of loans awaiting sale to third parties in the secondary market. These forwards
qualify for hedge accounting treatment and are designated as fair value hedges.

         Some of the Company's derivative financial instruments do not qualify
for hedge accounting. The Company enters into various contracts to provide
derivative products to customers and enters into offsetting positions with third
parties. Since the Company offsets its customer positions with mirror positions
through third parties, the impact to net earnings for these derivatives reflects
an estimate of the fee earned for providing this service, which is recorded in
non-interest income. Also, the Company's mortgage banking subsidiary enters into
interest rate locks, where customers have locked into mortgage loans at a set
interest rate, with corresponding forward sales commitments.

                                       33

<PAGE>

END USER DERIVATIVE INSTRUMENTS                                        TABLE 10
(Dollars in Millions)

<TABLE>
<CAPTION>
                                                          WEIGHTED
                                                           AVERAGE     AVERAGE                   CARRYING VALUE
                                              NOTIONAL    MATURITY     RECEIVED    AVERAGE   GROSS   GROSS
                                               BALANCE    IN MONTHS      RATE     PAY RATE   GAINS   LOSSES   NET
                                              ---------------------------------   --------   ----------------------
<S>                                           <C>         <C>          <C>        <C>       <C>      <C>    <C>
Fair Value Hedges:
      Interest rate swaps - received
           fixed/pay floating                 $  930.0        31        6.34%        1.37%  $  62.6     -   $  62.6

Cash Flow Hedges:
      Interest rate swaps - received
          fixed/pay floating                     450.0        40        6.77         1.27      56.1     -      56.1
      Interest rate swaps -  received
          floating/pay fixed                     200.0         1        1.23         3.16         -     -         -

Mortgage Lending Derivatives:
       Fair value hedges                         444.4         2           -           -          -   9.8       9.8
       Forward contracts                         543.0         2           -           -          -   1.5       1.5
       Interest rate lock commitments            130.5         2           -           -        2.2     -       2.2
                                              --------                                                      -------
Total Derivatives                             $2,697.9                                                      $ 132.2
                                              ========                                                      =======
</TABLE>

         Credit risk represents the potential loss that may occur due to the
nonperformance by a party to a contract. The Company controls credit risk for
derivatives by applying uniform credit standards maintained for other activities
with credit risk. The Company monitors transactions under credit risk limits
previously approved as a result of the credit review and also enters into
collateralization agreements with each counterparty.

CONTINGENCIES

         Certain of the Company's subsidiaries are defendants in various legal
proceedings arising in the normal course of business. These claims relate to the
lending and investment advisory services provided by the Company and include
alleged compensatory and punitive damages.

         In addition, subsidiaries of the Company have been named as defendants
in suits that allege fraudulent, deceptive or collusive practices in connection
with certain financing and deposit-taking activities, including suits filed as
class actions. These suits are typical of complaints that have been filed in
recent years challenging financial transactions between plaintiffs and various
financial institutions. The complaints in such cases frequently seek punitive
damages in transactions involving fairly small amounts of actual damages, and in
recent years, have resulted in large punitive damage awards to plaintiffs.

         Although it is not possible to determine, with any certainty at this
point in time, the potential exposure related to punitive damages in connection
with these suits, Management, based upon consultation with legal counsel,
believes that the ultimate resolutions of these proceedings will not have a
material adverse effect on the Company's financial statements.

                                       34

<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

         The Company has evaluated the effectiveness of its disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-15. The evaluation
was performed under the supervision and with the participation of the Company's
Disclosure Committee and Management, including the principal executive officer
and the principal financial officer, as of the end of the period covered by this
quarterly report. Based on this evaluation, the principal executive officer and
principal financial officer have concluded that the disclosure controls and
procedures are effective in ensuring that all material information required to
be disclosed in this quarterly report has been accumulated and communicated to
them in a manner appropriate to allow timely decisions regarding required
disclosure.

         During the period covered by this quarterly report, there were no
changes in the Company's internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         *        3(i)     Composite Restated Certificate of Incorporation of
                           SouthTrust Corporation, which was filed as Exhibit
                           3(i) to SouthTrust Corporation's Quarterly Report on
                           Form 10-Q for the quarter ended March 31, 2002 (File
                           No. 0-3613).

         *        3(ii)    Composite Restated Bylaws of SouthTrust Corporation
                           which was filed as Exhibit 4(e) to the Registration
                           Statement on Form S-4 of SouthTrust Corporation
                           (Registration No. 33-61557).

         *        4(a)     Articles FOURTH, SIXTH, SEVENTH, and ELEVENTH of the
                           Restated Certificate of Incorporation of SouthTrust
                           Corporation (included at Exhibit 3(a)).

         *        4(b)     Certificate of Designation of Preferences and Rights
                           of Series 1999 Junior Participating Preferred Stock,
                           adopted December 16, 1998 and effective February 22,
                           1999, which was filed as Exhibit A to Exhibit 1 to
                           SouthTrust Corporation's Registration Statement on
                           Form 8-A (File No. 001-14781).

         *        4(c)     Amended and Restated Shareholder's Rights Agreement,
                           dated as of August 1, 2000 between SouthTrust
                           Corporation and American Stock Transfer & Trust
                           Company, Rights Agent, which was filed as Exhibit 1
                           to SouthTrust Corporation's Registration Statement on
                           Form 8-A (File No. 001-14781).

         *        4(d)     Indenture, dated as of May 1, 1987, between
                           SouthTrust Corporation and National Westminster Bank
                           USA, which was filed as Exhibit 4(a) to SouthTrust
                           Corporation's Registration Statement on Form S-3
                           (Registration No. 33-13637).

         *        4(e)     Subordinated Indenture, dated as of May 1, 1992,
                           between SouthTrust Corporation and Chemical Bank,
                           which was filed as Exhibit 4(b)(ii) to the
                           Registration Statement on Form S-3 of SouthTrust
                           Corporation (Registration No. 33-52717).

         *        4(f)     Form of Senior Indenture, which was filed as Exhibit
                           4(b)(i) to the Registration on Form S-3 of SouthTrust
                           Corporation (Registration No. 33-52717).

                 31(a)     Certification of principal executive officer pursuant
                           to Exchange Act Rule 13a-14(a) or 15d-14(a).

                 31(b)     Certification of principal financial officer pursuant
                           to Exchange Act Rule 13a-14(a) or 15d-14(a).

                 32(a)     Certification of principal executive officer pursuant
                           to 18 U.S.C. Section 1350, as adopted pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

                                       36

<PAGE>

                 32(b)     Certification of principal financial officer pursuant
                           to 18 U.S.C. Section 1350, as adopted pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

         *        Incorporated herein by reference

        (b)       Reports on Form 8-K filed in the third quarter of 2003: a Form
                  8-K was filed on July 16, 2003, announcing financial results
                  and disclosing supplemental financial information for the
                  quarter ended June 30, 2003.

         SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
         1934, the registrant has duly caused this report to be signed on its
         behalf by the undersigned thereunto duly authorized.

                                                SOUTHTRUST CORPORATION

Date: November 10, 2003                  /s/ Wallace D. Malone, Jr.
                                         ---------------------------------------
                                               Wallace D. Malone, Jr.
                                                Chairman and Chief
                                                Executive Officer
                                            (Principal Executive Officer)

Date: November 10, 2003                 /s/ Alton E. Yother
                                        ----------------------------------------
                                                 Alton E. Yother
                                            Executive Vice President,
                                            Treasurer and Controller
                                          (Principal Financial Officer)

                                       37