<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 MARCH 31, 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 proceeding 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 April 30, 2003, 340,222,679 shares of the Registrant's Common Stock, $2.50
par value, were outstanding.

================================================================================
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

Consolidated Condensed Statements of Income (Unaudited)
         Three months ended March 31, 2003 and 2002                             4

Consolidated Condensed Statements of Stockholders' Equity
  and Comprehensive Income (Unaudited)
         Three months ended March 31, 2003 and 2002                             5

Consolidated Condensed Statements of Cash Flows (Unaudited)
         Three months ended March 31, 2003 and 2002                             6

Notes to Consolidated Condensed Financial Statements (Unaudited)                7-13
</TABLE>

         The Consolidated Condensed Financial Statements were prepared by the
Company 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 for the three month periods ended March 31,
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 generally accepted accounting principles 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
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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         These items are included on Pages 14-31.

ITEM 4.  CONTROLS AND PROCEDURES

         This item is included on page 31.


                                       2
<PAGE>

                             SOUTHTRUST CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
(In Thousands, except share data)                                       MARCH 31            DECEMBER 31             MARCH 31
                                                                         2003                  2002                  2002
                                                                    --------------        --------------        --------------
<S>                                                                 <C>                   <C>                   <C>
ASSETS
  Cash and due from banks                                           $    1,128,132        $    1,005,327        $      906,912
  Short-term investments:
    Federal funds sold and securities purchased
      under resale agreements                                                1,320                 6,638                39,046
    Interest-bearing deposits in other banks                                 7,143                 4,574                 3,191
    Trading securities                                                      73,780                56,356               105,408
    Loans held for sale                                                    894,018             1,134,013               391,425
                                                                    --------------        --------------        --------------

         Total short-term investments                                      976,261             1,201,581               539,070
  Available-for-sale securities                                         11,343,160            10,644,634            10,638,259
  Held-to-maturity securities(1)                                           306,350               368,791               495,097
  Loans                                                                 34,677,606            34,483,228            33,121,950
  Less:
    Unearned income                                                        237,244               245,649               251,568
    Allowance for loan losses                                              499,452               498,501               485,389
                                                                    --------------        --------------        --------------

         Net loans                                                      33,940,910            33,739,078            32,384,993
  Premises and equipment, net                                              916,367               918,962               868,698
  Due from customers on acceptances                                              0                     0                19,250
  Goodwill and core deposit intangible assets                              794,469               797,857               802,647
  Bank owned life insurance                                                995,419               984,766               947,006
  Other assets                                                             947,544               909,860               648,801
                                                                    --------------        --------------        --------------
         Total assets                                               $   51,348,612        $   50,570,856        $   48,250,733
                                                                    ==============        ==============        ==============
LIABILITIES
  Deposits:
    Interest-bearing                                                $   27,390,801        $   28,292,911        $   26,507,800
    Non-interest-bearing                                                 4,921,963             4,652,495             4,241,952
                                                                    --------------        --------------        --------------

         Total deposits                                                 32,312,764            32,945,406            30,749,752
  Federal funds purchased and securities sold
    under agreements to repurchase                                       6,446,351             4,756,286             6,939,012
  Other short-term borrowings                                              372,935               509,658                58,161
  Bank acceptances outstanding                                                   0                     0                19,250
  Federal Home Loan Bank advances                                        4,220,914             4,470,944             4,221,036
  Long-term debt                                                         2,329,028             2,181,894             1,511,402
  Other liabilities                                                      1,143,554             1,079,087               711,373
                                                                    --------------        --------------        --------------

         Total liabilities                                              46,825,546            45,943,275            44,209,986

STOCKHOLDERS' EQUITY
   Preferred stock, par value $1.00 a share(2)                                   0                     0                     0
   Common stock, par value $2.50 a share(3)                                891,301               889,450               888,858
   Capital surplus                                                         613,973               604,034               602,100
   Retained earnings                                                     3,078,313             2,979,822             2,664,625
   Accumulated other comprehensive income                                  270,428               334,928                65,350
   Treasury stock, at cost(4)                                             (330,949)             (180,653)             (180,186)
                                                                    --------------        --------------        --------------

         Total stockholders' equity                                      4,523,066             4,627,581             4,040,747
                                                                    --------------        --------------        --------------

         Total liabilities and stockholders' equity                 $   51,348,612        $   50,570,856        $   48,250,733

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

(1) Held-to-maturity securities-fair value                          $      337,040        $      400,587        $      509,263
(2) Preferred shares authorized                                          5,000,000             5,000,000             5,000,000
    Preferred shares issued                                                      0                     0                     0
(3) Common shares authorized                                         1,000,000,000         1,000,000,000           500,000,000
    Common shares issued                                               356,520,441           355,779,957           355,543,312
(4) Treasury shares of common stock                                     14,638,054             8,855,791             8,837,373
</TABLE>


                                       3
<PAGE>

                             SOUTHTRUST CORPORATION
                   Consolidated Condensed Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
(In Thousands, except per share data)                                                    MARCH 31
                                                                                --------------------------
                                                                                   2003             2002
                                                                                ---------         --------
<S>                                                                             <C>               <C>
INTEREST INCOME
  Loans, including fees                                                         $ 445,189         $504,704
  Available-for-sale securities                                                   148,966          158,417
  Held-to-maturity securities                                                       5,994            9,137
  Short-term investments                                                           14,446            9,685
                                                                                ---------         --------

      Total interest income                                                       614,595          681,943
                                                                                ---------         --------

INTEREST EXPENSE
  Deposits                                                                        121,701          167,251
  Short-term borrowings                                                            16,953           28,292
  Federal Home Loan Bank advances                                                  45,301           52,368
  Long-term debt                                                                   15,422           13,524
                                                                                ---------         --------

      Total interest expense                                                      199,377          261,435
                                                                                ---------         --------

      Net interest income                                                         415,218          420,508
      Provision for loan losses                                                    29,400           27,650
                                                                                ---------         --------

    NET INTEREST INCOME AFTER PROVISION FOR
        LOAN LOSSES                                                               385,818          392,858

NON-INTEREST INCOME
  Service charges on deposit accounts                                              70,788           62,366
  Mortgage banking operations                                                      19,378           12,591
  Bank card fees                                                                   10,404           10,637
  Debit card fees                                                                  10,463            8,470
  Trust fees                                                                        7,423            7,971
  Investment fees                                                                  16,151           13,473
  Bank owned life insurance                                                        16,116           12,200
  Gains on sales of loans held for sale, net                                       11,742            9,389
  Securities gains (losses), net                                                   (1,096)           2,181
  Other                                                                            15,816           14,491
                                                                                ---------         --------

      Total non-interest income                                                   177,185          153,769
                                                                                ---------         --------

NON-INTEREST EXPENSE
  Salaries and employee benefits                                                  194,414          182,118
  Net occupancy                                                                    25,986           26,608
  Equipment                                                                        15,935           16,498
  Professional services                                                            13,502           14,195
  Data processing                                                                  11,693           10,155
  Communications                                                                   12,245           14,515
  Other                                                                            38,206           48,233
                                                                                ---------         --------

      Total non-interest expense                                                  311,981          312,322
                                                                                ---------         --------

Income before income taxes                                                        251,022          234,305
Income tax expense                                                                 79,677           76,535
                                                                                ---------         --------

        NET INCOME                                                              $ 171,345         $157,770
                                                                                =========         ========


Average shares outstanding - basic (in thousands)                                 345,514          346,506
Average shares outstanding - diluted (in thousands)                               350,494          350,403
Net income per share - basic                                                    $    0.50         $   0.46
Net income per share - diluted                                                       0.49             0.45
Dividends declared per share                                                         0.21             0.17
</TABLE>


                                       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                                          0           0          0      157,770           0            0       157,770
Change in:
   Unrealized loss on available-for-
      sale securities, net*                         0           0          0            0     (19,608)           0       (19,608)
   Unrealized loss on derivatives, net*             0           0          0            0      (6,071)           0        (6,071)
                                                                                                                      ----------
   Total other comprehensive loss, net                                                                                   (25,679)
                                                                                                                      ----------
Comprehensive income                                                                                                     132,091
                                                                                                                      ==========

Dividends declared ($.17 per share)                 0           0          0      (59,453)          0            0       (59,453)
Common stock issued pursuant to:
   Long - term incentive plan                 318,190         795      3,068            0           0            0         3,863
   Employee discounted stock purchase
      plan                                    127,145         318      1,845            0           0            0         2,163
Treasury stock acquired                       (12,003)          0          0            0           0         (292)         (292)
--------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2002                 346,705,939    $888,858   $602,100   $2,664,625    $ 65,350    $(180,186)   $4,040,747
================================================================================================================================

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

Net income                                          0           0          0      171,345           0            0       171,345
Change in:
   Unrealized loss on available-for-
      sale securities, net*                         0           0          0            0     (60,667)           0       (60,667)
   Unrealized loss on derivatives, net*             0           0          0            0        (376)           0          (376)
   Additional minimum benefit liability
     adjustment, net*                               0           0          0            0      (3,457)           0        (3,457)
                                                                                                                      ----------
   Total other comprehensive loss, net                                                                                   (64,500)
                                                                                                                      ----------
Comprehensive income                                                                                                     106,845
                                                                                                                      ==========

Dividends declared ($.21 per share)                 0           0          0      (72,854)          0            0       (72,854)
Common stock issued pursuant to:
   Long - term incentive plan                 596,149       1,490      7,338            0           0            0         8,828
   Employee discounted stock purchase
      plan                                    144,335         361      2,601            0           0            0         2,962
Treasury stock acquired                    (5,782,263)          0          0            0           0     (150,296)     (150,296)
--------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2003                 341,882,387    $891,301   $613,973   $3,078,313    $270,428    $(330,949)   $4,523,066
================================================================================================================================
</TABLE>

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


                                       5
<PAGE>

                             SOUTHTRUST CORPORATION
                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      THREE MONTHS ENDED
(In Thousands)                                                                             MARCH 31
                                                                                -------------------------------
                                                                                    2003               2002
                                                                                -----------         -----------
<S>                                                                             <C>                 <C>
OPERATING ACTIVITIES
  Net income                                                                    $   171,345         $   157,770
  Adjustments to reconcile net income to net cash
    provided by operating activities:
   Provision (credit) for:
      Loan losses                                                                    29,400              27,650
      Depreciation of premises and equipment                                         15,248              14,403
      Amortization of intangibles                                                     4,321               4,231
      Amortization of security premium                                                  880                 831
      Accretion of security discount                                                 (8,755)             (4,966)
      Deferred income taxes                                                          11,953              (2,984)
      Bank owned life insurance                                                     (16,116)            (12,200)
   Gain on sales of loans held for sale, net                                        (11,742)             (9,389)
   Securities (gains) losses, net                                                     1,096              (2,181)
   Origination of loans held for sale                                            (1,331,064)           (715,363)
   Proceeds from sales of loans held for sale                                     1,582,801           1,121,037
   Net (increase) decrease in trading securities                                    (17,424)              1,913
   Net increase in other assets                                                     (50,555)            (22,300)
   Net increase (decrease) in other liabilities                                      54,363             (15,698)
                                                                                -----------         -----------
       Net cash provided by operating activities                                    435,751             542,754

INVESTING ACTIVITIES
  Proceeds from maturities, calls or prepayments of:
     Available-for-sale securities                                                1,290,859             507,941
     Held-to-maturity securities                                                     62,591              49,772
   Proceeds from sales of available-for-sale securities                           1,169,376             510,374
   Purchases of:
     Available-for-sale securities                                               (3,212,799)         (1,281,403)
     Premises and equipment                                                         (12,653)            (42,510)
  Net (increase) decrease in:
     Short-term investments                                                           2,749              11,989
     Loans                                                                         (226,475)            236,988
  Net cash paid in acquisitions                                                           0             (31,300)
                                                                                -----------         -----------
     Net cash used in investing activities                                         (926,352)            (38,149)

FINANCING ACTIVITIES
  Net increase (decrease) in:
     Deposits                                                                      (626,927)         (2,027,359)
     Short-term borrowings                                                        1,553,680           1,068,478
  Proceeds from:
     Common Stock issuances                                                           9,735               4,080
     Federal Home Loan Bank advances                                                      7                   7
     Long-term debt issuances                                                       150,000             257,483
  Payments for:
     Repurchase of common stock                                                    (149,981)                  0
     Federal Home Loan Bank advances                                               (250,037)                (37)
     Long-term debt                                                                    (107)                (36)
     Cash dividends                                                                 (72,964)            (59,545)
                                                                                -----------         -----------
     Net cash provided by (used in) financing activities                            613,406            (756,929)
                                                                                -----------         -----------
     INCREASE (DECREASE) IN CASH AND DUE FROM BANKS                                 122,805            (252,324)
  CASH AND DUE FROM BANKS AT BEGINNING OF YEAR                                    1,005,327           1,159,236
                                                                                -----------         -----------
  CASH AND DUE FROM BANKS AT END OF PERIOD                                      $ 1,128,132         $   906,912
                                                                                ===========         ===========
</TABLE>


                                       6
<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note A - Recent Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") 146 - Accounting for Costs
Associated with Exit or Disposal Activities

         In July 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS 146, which requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. This Statement is effective
prospectively for exit or disposal activities initiated after December 31, 2002.
Management does not expect this Statement to have a material impact to the
Consolidated Financial Statements based on current operations.

SFAS 147 - Acquisitions of Certain Financial Institutions

         In October 2002, the FASB issued SFAS 147, which removes certain
acquisitions of financial institutions (other than transactions between two or
more mutual enterprises) from the scope of SFAS 72, Accounting for Certain
Acquisitions of Banking or Thrift Institutions and FASB Interpretation 9,
Applying APB Opinions 16 and 17 When a Savings and Loan or a Similar Institution
Is Acquired in a Business Combination Accounted for by the Purchase Method.
These types of transactions are now accounted for under SFAS 141, Business
Combinations and SFAS 142, Goodwill and Other Intangible Assets. In addition,
this Statement amends SFAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, to include in its scope long-term customer relationship
intangible assets of financial institutions. The provisions of this Statement
were effective October 1, 2002, with earlier adoption permitted; the Company
early-adopted effective September 30, 2002 and retroactively restated
amortization expense for 2002. Therefore, the March 31, 2002 comparative
information included in this report has been restated for the adoption of SFAS
147.

SFAS 148 - Accounting for Stock-Based Compensation - Transition and Disclosure

         In December 2002, the 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 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 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 Accounting Principles Bulletin ("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, Accounting for Stock-Based Compensation, as amended by
SFAS 148, using the fair value method of accounting for stock-based
compensation.


                                       7
<PAGE>

         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>
                                                   Three Months     Three Months
(Dollars in Thousands, except per share data)         Ended             Ended
                                                  March 31, 2003    March 31, 2002
                                                  --------------    --------------
<S>                                               <C>               <C>
Net income - as reported                             $171,345          $157,770
Deduct: Total stock-based employee
   compensation expense determined under
   fair value based methods for all awards,
   net of related tax effects                          (2,909)           (2,273)
                                                     --------          --------

Net income - pro forma                               $168,436          $155,497
                                                     ========          ========

Earnings per share - as reported
   Basic                                             $   0.50          $   0.46
   Diluted                                               0.49              0.45


Earnings per share- pro forma
   Basic                                             $   0.49          $   0.45
   Diluted                                               0.48              0.44
</TABLE>

         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 Months     Three Months
                                                   Ended            Ended
                                               March 31, 2003   March 31, 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>

         In April 2003, the FASB decided to require all companies to expense of
the value of employee stock options and measure that cost according to the fair
value of the options. The FASB plans to issue an Exposure Draft for a new
Statement later this year that could become effective in 2004. Until a new
Statement is issued, the provisions of 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


                                       8
<PAGE>

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. Management does not expect this Statement to have a
material impact to the Consolidated Financial Statements based on current
operations.

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 $1,357.4 million at March 31,
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 $1.8 million at March 31, 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 March 31, 2003 was $71.3 million, which is not recorded as a
liability since the securitizations were not accounted for as sales
transactions. The Company has pledged $49.4 million in available-for-sale
securities to support these guarantees as of March 31, 2003.

FIN 46 - Consolidation of Variable Interest Entities

         In January 2003, the FASB issued FIN 46, which clarifies the
application of Accounting Research Bulletin ("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. In addition, public companies must apply the consolidation requirements to
variable interest entities that existed prior to February 1, 2003 and remain in
existence as of the beginning of annual or interim periods beginning after June
15, 2003. Management is currently


                                       9
<PAGE>

assessing the full impact of FIN 46, and does not expect this Interpretation to
have a material impact to the Consolidated Financial Statements.

         The Company has investments in entities in the form of limited
partnerships that operate qualified multi-family affordable housing projects and
generate tax credits. The Company's interest in these partnerships was $117
million at March 31, 2003. The assets and liabilities of these partnerships
consist primarily of apartment complexes and related mortgages. The Company
accounts for the investments under the equity method, and therefore the
Company's carrying value approximates its underlying equity in the net assets of
the partnerships. The Company did not make any significant additional
investments in limited partnerships from February 1, 2003 to March 31, 2003. The
Company has not yet determined if these investments meet the definition of a
variable interest entity under FIN 46.


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 March 31
                                                     ---------------------------
(In Thousands, except per share data)                  2003               2002
                                                     --------           --------
<S>                                                  <C>                <C>
Basic:
Net income                                           $171,345           $157,770

Average common shares outstanding                     345,514            346,506
                                                     --------           --------
Earnings per share                                   $   0.50           $   0.46
                                                     ========           ========

Diluted:
Net income                                           $171,345           $157,770
Average common shares outstanding                     345,514            346,506
Dilutive effect of stock options                        4,980              3,897
                                                     --------           --------
Average diluted shares outstanding                    350,494            350,403
                                                     --------           --------
Earnings per share                                   $   0.49           $   0.45
                                                     ========           ========
</TABLE>

         In addition, the Company had 2,853,750 options issued that were not
included in the calculation of diluted EPS for the period ending March 31, 2003,
as the exercise price of these options was in excess of the average market
price. There were no such excluded options for the period ending March 31, 2002.


                                       10
<PAGE>

Note C - Comprehensive Income

         Comprehensive income 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 are displayed in the Consolidated Condensed
Statements of Stockholders' Equity.

         In the calculation of comprehensive income, 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 March 31
                                                                             2003                              2002
                                                               -------------------------------    -------------------------------
(In Thousands)                                                  Before       Tax       Net of      Before       Tax       Net of
                                                                 Tax        Effect      Tax         Tax        Effect       Tax
                                                               --------    -------    --------    --------    -------    --------
<S>                                                            <C>         <C>        <C>         <C>         <C>        <C>
Unrealized loss on available-for-sale securities:
Unrealized holding losses arising
    during the period                                          $(61,908)   $   561    $(61,347)   $(27,822)   $ 9,566    $(18,256)
Less: net realized gains (losses)                                (1,096)       416        (680)      2,181       (829)      1,352
                                                               --------    -------    --------    --------    -------    --------
Unrealized loss on securities                                   (60,812)       145     (60,667)    (30,003)    10,395     (19,608)
                                                               --------    -------    --------    --------    -------    --------
Unrealized loss on derivatives:
Unrealized holding gains (losses) arising
    during the period                                             4,576     (1,739)      2,837      (1,888)    (1,590)     (3,478)
Less: reclassification adjustment                                 5,182     (1,969)      3,213       4,183     (1,590)      2,593
                                                               --------    -------    --------    --------    -------    --------
Unrealized loss on derivatives                                     (606)       230        (376)     (6,071)         0      (6,071)
                                                               --------    -------    --------    --------    -------    --------
Additional minimum benefit liability adjustment                  (5,576)     2,119      (3,457)          0          0           0
                                                               --------    -------    --------    --------    -------    --------
Total Other Comprehensive Loss                                 $(66,994)   $ 2,494    $(64,500)   $(36,074)   $10,395    $(25,679)
                                                               ========    =======    ========    ========    =======    ========
</TABLE>

Note D - Supplemental Cash Flow Information

         The following is supplemental disclosure to the Consolidated Condensed
Statements of Cash Flows for the three months ended March 31, 2003 and 2002.

<TABLE>
<CAPTION>
(In Thousands)                                                  Three Months Ended March 31
                                                                   2003             2002
                                                                ----------        ---------
<S>                                                             <C>               <C>
Cash paid during period for:
   Interest                                                       $200,870        $276,722
   Income taxes                                                     32,704          11,496

Noncash transactions:
   Assets acquired in business combinations                              0         170,761
   Liabilities assumed in business combinations                          0         160,758
   Loans transferred to other real estate                           14,518          23,513
   Financed sales of foreclosed property                            17,922          15,292
   Loans securitized into mortgage-backed securities                     0         400,728
</TABLE>


                                       11
<PAGE>

Note E - 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, 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 construction 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. Activities 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 areas 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 restatement 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.


                                       12
<PAGE>

         The following tables present the Company's business segment information
for the three month periods ended March 31, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                     Three months ended March 31, 2003
                                      ---------------------------------------------------------------------------------------------
(In Millions)                         Commercial        Regional          Funds          Capital       Reconciling          Total
                                       Banking          Banking        Management       Management        Items            Company
                                      ---------        ---------        ---------        --------        --------         ---------
<S>                                   <C>              <C>              <C>              <C>             <C>              <C>
Net interest margin (FTE) ....        $   104.1        $   238.6        $   122.3        $   13.4        $  (60.3)        $   418.1
Provision for loan losses ....              7.6             21.5              0.0             1.0            (0.7)             29.4
Non-interest income ..........             10.1            125.9              2.0            25.8            13.4             177.2
Non-interest expense .........             29.5            267.5              5.9            24.7           (15.6)            312.0
                                      ---------        ---------        ---------        --------        --------         ---------
       Pre-tax income ........             77.1             75.5            118.4            13.5           (30.6)            253.9
Income tax expense (FTE) .....              0.0              0.0              0.0             0.0            82.6              82.6

                                      ---------        ---------        ---------        --------        --------         ---------

     Net income ..............        $    77.1        $    75.5        $   118.4        $   13.5        $ (113.2)        $   171.3
                                      =========        =========        =========        ========        ========         =========


Ending assets ................        $14,635.7        $21,111.3        $12,566.8        $1,200.0        $1,834.8         $51,348.6
                                      =========        =========        =========        ========        ========         =========

<CAPTION>

                                                                     Three months ended March 31, 2002
                                      ---------------------------------------------------------------------------------------------
(In Millions)                         Commercial        Regional          Funds          Capital       Reconciling          Total
                                       Banking          Banking        Management       Management        Items            Company
                                      ---------        ---------        ---------        --------        --------         ---------
<S>                                   <C>              <C>              <C>              <C>             <C>              <C>
Net interest margin (FTE) ....        $    95.7            227.1            151.1            11.4           (61.5)        $   423.8
Provision for loan losses ....              5.6             12.8              0.0             0.0             9.3              27.7
Non-interest income ..........              8.7            107.9              2.7            23.2            11.3             153.8
Non-interest expense .........             28.2            255.4              7.0            22.9            (1.2)            312.3
                                      ---------        ---------        ---------        --------        --------         ---------
       Pre-tax income ........             70.6             66.8            146.8            11.7           (58.3)            237.6
Income tax expense (FTE) .....              0.0              0.0              0.0             0.0            79.8              79.8
                                      ---------        ---------        ---------        --------        --------         ---------
     Net income ..............        $    70.6        $    66.8        $   146.8        $   11.7        $ (138.1)        $   157.8
                                      =========        =========        =========        ========        ========         =========
Ending assets ................        $13,161.0        $20,314.4        $11,738.6        $1,055.7        $1,981.0         $48,250.7
                                      =========        =========        =========        ========        ========         =========
</TABLE>

Note F - Business Combinations

         On December 5, 2002, the Company signed a definitive agreement for the
acquisition of Founders Bancshares, Inc. ("Founders") in Dallas, Texas. This
acquisition closed on April 4, 2003. The Company paid approximately $23.2
million in cash for all outstanding shares of Founders. At the acquisition date,
Founders had total assets of approximately $113.4 million, loans of
approximately $82.1 million, and deposits of approximately $103.8 million.

         Under purchase accounting, the results of operations, subsequent to the
acquisition date, will be included in the Consolidated Condensed Financial
Statements in the second quarter of 2003.


                                       13
<PAGE>

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

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 693 banking locations in Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Texas and
Virginia. As of March 31, 2003, the Company had consolidated total assets of
$51.3 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 E 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.


                                       14
<PAGE>

SELECTED QUARTERLY FINANCIAL DATA                                        TABLE 1
(Dollars In Millions except per share data)

<TABLE>
<CAPTION>
                                                                                       Quarters Ended
                                                        ---------------------------------------------------------------------------
                                                           2003                                     2002
                                                        ---------        ----------------------------------------------------------
                                                          Mar 31           Dec 31         Sept 30          Jun 30          Mar 31
                                                        ---------        ---------       ---------        ---------       ---------
<S>                                                     <C>              <C>             <C>              <C>             <C>
EARNINGS SUMMARY:
         Interest income                                $   614.6        $   646.9       $   664.7        $   671.8       $   681.9
         Interest expense                                   199.4            219.3           235.7            243.9           261.4
                                                        ---------        ---------       ---------        ---------       ---------
         Net interest income                                415.2            427.6           429.0            427.9           420.5
         Provision for loan losses                           29.4             34.0            36.3             28.7            27.7
                                                        ---------        ---------       ---------        ---------       ---------
         Net interest income after
              provision for loan losses                     385.8            393.6           392.7            399.2           392.8
         Non-interest income                                178.3            180.8           167.2            158.7           151.6
         Securities gains                                    (1.1)             0.1            (0.8)             1.2             2.2
         Non-interest expense                               312.0            327.7           316.0            320.8           312.3
                                                        ---------        ---------       ---------        ---------       ---------
         Income before income taxes                         251.0            246.8           243.1            238.3           234.3
         Income taxes                                        79.7             79.9            78.8             77.4            76.5
                                                        ---------        ---------       ---------        ---------       ---------
         Net income                                     $   171.3        $   166.9       $   164.3        $   160.9       $   157.8
                                                        =========        =========       =========        =========       =========
PER COMMON SHARE:
         Net income - basic                             $    0.50        $    0.48       $    0.47        $    0.46       $    0.46
         Net income- diluted                                 0.49             0.48            0.47             0.46            0.45
         Cash dividends declared                             0.21             0.17            0.17             0.17            0.17
         Book value                                         13.23            13.34           13.07            12.47           11.65
         Market value-high                                  27.44            26.66           27.14            27.20           27.32
         Market value-low                                   24.19            20.76           20.52            24.86           23.33
ENDING BALANCES:
         Loans, net of unearned income                  $34,440.4        $34,237.6       $33,600.0        $33,180.7       $32,870.4
         Total assets                                    51,348.6         50,570.9        49,753.7         48,429.8        48,250.7
         Deposits                                        32,312.8         32,945.4        31,563.9         31,586.9        30,749.8
         Federal Home Loan Bank advances                  4,220.9          4,470.9         4,471.0          4,271.0         4,221.0
         Long-term debt                                   2,329.0          2,181.9         2,185.1          2,144.3         1,511.4
         Stockholders' equity                             4,523.1          4,627.6         4,534.3          4,322.6         4,040.7
         Common shares (in thousands)                     341,882          346,924         346,844          346,766         346,706
AVERAGE BALANCES:
         Loans, net of unearned income                  $34,395.7        $33,890.6       $33,314.6        $32,967.1       $33,367.9
         Earning assets                                  46,356.7         45,743.2        44,799.3         44,373.9        44,514.8
         Total assets                                    50,493.9         49,801.4        48,638.8         48,086.8        48,284.4
         Deposits                                        32,589.7         31,627.5        30,937.3         31,690.4        31,505.7
         Stockholders' equity                             4,587.6          4,559.3         4,428.5          4,159.1         4,042.6
         Common shares (in thousands)
              Basic                                       345,514          346,871         346,802          346,741         346,506
              Diluted                                     350,494          350,868         351,008          351,464         350,403
SELECTED RATIOS:
         Return on average total assets                      1.38%            1.33%           1.34%            1.34%           1.33%
         Return on average stockholders' equity             15.15            14.52           14.71            15.52           15.83
         Net interest margin (FTE)                           3.69             3.77            3.86             3.92            3.87
         Average equity to average assets                    9.09             9.16            9.10             8.65            8.37
         Non-interest expense as a percent
              of average total assets                        2.51             2.61            2.58             2.68            2.62
         Efficiency ratio                                   52.31            53.60           52.74            54.37           54.28
</TABLE>


                                       15
<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
                                                  -------------------------------------------------------------------------------
                                                             March 31, 2003                           December 31, 2002
                                                  -------------------------------------     -------------------------------------
                                                                                 (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)                                     $34,395.7     $   445.6          5.25%    $33,890.6     $   471.5          5.52%
Available-for-sale securities:
   Taxable                                         10,228.3         144.6          5.96       9,995.4         150.3          6.20
   Non-taxable                                        376.3           6.6          7.50         374.7           6.1          6.89
Held-to-maturity securities:
   Taxable                                            299.6           5.3          7.23         342.7           6.1          7.08
   Non-taxable                                         38.7           0.9          9.29          42.0           1.0          9.19
Short-term investments                              1,018.1          14.5          5.75       1,097.8          14.9          5.39
                                                  -------------------------------------     -------------------------------------
     Total interest-earning assets                 46,356.7     $   617.5          5.45%     45,743.2     $   649.9          5.69%
Allowance for loan losses                            (501.0)                                   (498.1)
Other assets                                        4,638.2                                   4,556.3
                                                  -------------------------------------     -------------------------------------

     Total assets                                 $50,493.9                                 $49,801.4
                                                  =====================================     =====================================
LIABILITIES
Savings deposits                                  $ 2,300.4     $     4.2          0.74%    $ 2,337.1     $     5.5          0.94%
Interest-bearing demand deposits                    4,543.2           9.6          0.86       4,421.3          10.6          0.95
Time deposits                                      21,353.8         107.9          2.05      20,515.9         116.1          2.24
Short-term borrowings                               5,571.1          17.0          1.23       5,852.3          21.5          1.46
Federal Home Loan Bank advances                     4,373.7          45.3          4.20       4,470.9          49.0          4.35
Long-term debt                                      2,251.8          15.4          2.78       2,185.1          16.6          3.01
                                                  -------------------------------------     -------------------------------------
     Total interest-bearing liabilities            40,394.0     $   199.4          2.00%     39,782.6     $   219.3          2.19%
Non-interest bearing demand deposits                4,392.3                                   4,353.2
Other liabilities                                   1,120.0                                   1,106.3
Total liabilities                                  45,906.3                                  45,242.1
STOCKHOLDERS' EQUITY                                4,587.6                                   4,559.3
                                                  -------------------------------------     -------------------------------------
     Total liabilities and stockholders' equity   $50,493.9                                 $49,801.4
                                                  =====================================     =====================================
Net interest income                                             $   418.1                                 $   430.6
                                                  =====================================     =====================================
Net interest margin                                                                3.69%                                     3.77%
                                                  =====================================     =====================================
Net interest spread                                                                3.45%                                     3.50%
                                                  =====================================     =====================================
</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 $10.2 MILLION, $11.6
         MILLION, $10.9 MILLION, $11.3 MILLION, AND $12.6 MILLION FOR THE FIVE
         QUARTERS ENDED MARCH 31, 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.


                                      16
<PAGE>

                                                                        TABLE 2

<TABLE>
<CAPTION>
                                                       Quarters Ended
--------------------------------------------------------------------------------------------------------------------
         September 30, 2002                           June 30, 2002                        March 31, 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>
   $33,314.6      $487.5     5.81%         $32,967.1      $491.3     5.98%        $33,367.9      $505.2     6.14%

    10,007.1       156.8     6.46            9,973.3       160.8     6.59           9,612.9       155.1     6.64
       370.4         5.7     6.39              357.3         6.1     6.94             349.1         5.8     6.85
       375.2         6.9     7.30              416.4         7.4     7.14             462.3         8.2     7.23
        44.9         1.0     8.96               48.6         1.1     9.11              52.3         1.2     9.43
       667.1         9.7     5.79              611.2         8.5     5.54             670.3         9.7     5.86
-------------------------------------     -----------------------------------    -----------------------------------
    44,779.3      $667.6     5.97%          44,373.9      $675.2     6.13%         44,514.8      $685.2     6.26%
      (490.4)                                 (487.4)                                (487.5)
     4,349.9                                 4,200.3                                4,257.1
-------------------------------------     -----------------------------------    -----------------------------------
   $48,638.8                               $48,086.8                              $48,284.4
=====================================     ===================================    ===================================
   $ 2,332.2      $  7.3     1.24%         $ 2,356.1      $  7.6     1.29%        $ 2,308.5      $  7.6     1.34%
     4,012.6        10.5     1.04            4,014.4         9.3     0.93           3,891.8         9.5     0.99
    20,390.9       125.2     2.44           21,139.1       137.0     2.60          21,208.2       150.1     2.87
     5,701.3        25.0     1.74            5,420.1        23.7     1.76           6,427.1        28.3     1.79
     4,447.1        50.4     4.50            4,261.1        50.8     4.78           4,221.0        52.4     5.03
     2,164.8        17.3     3.17            1,724.3        15.5     3.60           1,300.6        13.5     4.22
-------------------------------------     -----------------------------------    -----------------------------------
    39,048.9      $235.7     2.39%          38,915.1      $243.9     2.51%         39,357.2      $261.4     2.69%
     4,201.6                                 4,180.8                                4,097.3
       959.8                                   831.8                                  787.3
    44,210.3                                43,927.7                               44,241.8
     4,428.5                                 4,159.1                                4,042.6
-------------------------------------     -----------------------------------    -----------------------------------
   $48,638.8                               $48,086.8                              $48,284.4
=====================================     ===================================    ===================================
                  $431.9                                  $431.3                                 $423.8
=====================================     ===================================    ===================================
                             3.86%                                   3.92%                                  3.87%
=====================================     ===================================    ===================================
                             3.58%                                   3.62%                                  3.57%
=====================================     ===================================    ===================================
</TABLE>


                                      17
<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 18 basis points from the
first quarter of 2002 to 3.69% for the 2003 first quarter period. The net
interest spread between interest-earning assets and interest-bearing liabilities
decreased 12 basis points from the first quarter of 2002 to 3.45%. 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. This basis risk has resulted in a compression of the net
interest margin, discussed further below.

         Looking at the remainder of 2003, the current weak economic conditions
and the low interest rate environment present a challenge that the Company
believes is manageable. 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, are being reinvested at lower rates, while liability costs,
which are tied to other indexes, are not declining at the same pace as asset
yields. The margin compression discussed above is likely to continue until
economic conditions improve and/or the yield curve rises enough to slow
prepayment volume. In a flat rate scenario, we expect slight margin compression
over the next two quarters and then a leveling-off situation. Since the balance
sheet is in a slightly asset sensitive interest rate position, an increase in
interest rates would improve the 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.
These strategies allow the Company to avoid locking in low-yielding, long-term
assets that present unacceptable future interest rate risk to the Company.

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

PROVISION FOR LOAN LOSSES

         During the first quarter of 2003, the Company recorded a $29.4 million
provision for loan losses. This compares to a provision of $27.7 million for the
quarter ended March 31, 2002. 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.


                                      18
<PAGE>

NON-INTEREST INCOME

         Total non-interest income for the quarter ended March 31, 2003 was
$177.2 million, an increase of $23.4 million or 15% over the same period in
2002.

         Service charges on deposit accounts, which represent the largest
portion of non-interest income, increased in the first quarter of 2003 by 14%
from the comparable year-ago period. This increase is attributable to increases
in service charges on very large corporate accounts and non-sufficient funds
service charges. Mortgage banking operations income increased 54% for the first
quarter ended March 31, 2003 compared to the same period in 2002. The increase
is due primarily to increased loan production in the first quarter of 2003 when
compared to the same period in 2002. Mortgage loan production during the first
quarter of 2003 totaled $1,533.0 million compared to $899.2 million during the
first quarter of 2002 in response to the lower rate environment.

         Debit card fees increased in the first quarter of 2003 by 24% compared
to the same period in 2002 as a result of increased volume. During the second
quarter of 2003, Visa and MasterCard settled lawsuits brought by some major
retailers. The effect of the settlements on the Company will likely be slower
growth in debit card fees, since the fees charged to merchants by Visa and
MasterCard to process their debit cards will decrease. Investment fee income
increased 20% for the first quarter of 2003 compared to the first quarter of
2002, which was driven by increased business in the capital market areas and
market conditions. Income from bank owned life insurance ("BOLI") for the first
quarter of 2003 increased 32% over the comparable year ago period.

         There were no other significant non-recurring non-interest income items
recorded in the first three months of 2003 or 2002.

NON-INTEREST INCOME                                                      TABLE 3
(In Millions)

<TABLE>
<CAPTION>
                                                                                   Quarters Ended
                                                          ----------------------------------------------------------------
                                                           2003                                2002
                                                          ------         -------------------------------------------------
                                                          Mar 31         Dec 31        Sept 30        Jun 30        Mar 31
                                                          ------         ------        -------        ------        ------
<S>                                                       <C>            <C>           <C>            <C>           <C>
Service charges on deposit accounts                       $ 70.8         $ 74.8        $ 72.1         $ 68.5        $ 62.3
Mortgage banking operations                                 19.4           23.1          17.2           13.8          12.6
Bank card fees                                              10.4           11.2          10.9           11.4          10.6
Debit card fees                                             10.5           10.5           9.9            9.8           8.5
Trust fees                                                   7.4            8.8           8.5            8.9           8.0
Investment fees                                             16.2           15.1          15.8           15.1          13.5
Bank owned life insurance                                   16.1           12.5          12.6           12.6          12.2
Gains on sales of loans held-for-sale, net                  11.7           10.5           6.2            6.9           9.4
Securities gains (losses), net                              (1.1)           0.1          (0.8)           1.2           2.2
Other                                                       15.8           14.3          14.0           11.7          14.5
                                                          ------         ------        ------         ------        ------
     Total                                                $177.2         $180.9        $166.4         $159.9        $153.8
                                                          ======         ======        ======         ======        ======
</TABLE>


                                      19
<PAGE>

NON-INTEREST EXPENSE

         Total non-interest expense was $312.0 million in the first quarter of
2003 compared to $312.3 million for the same period in 2002. The efficiency
ratio, a measure of non-interest expense to net interest income plus
non-interest income, was 52.31% for the quarter ended March 31, 2003, compared
to 54.28% for the quarter ended March 31, 2002. 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 $194.4 million or 62% of all non-interest
expense for the quarter ended March 31, 2003. Salary and employee benefits
expense increased during the first quarter of 2003 by 7% over the same year-ago
period. 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.

         Data processing expense increased 15% during the quarter ended March
31, 2003 when compared to the same period in 2002, primarily related to an
increase in outsourcing expenses for various projects. Expense for professional
services for the first quarter of 2003 decreased 5% 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. For the three months ended March 31, 2003,
communications expense decreased 16% over the same period in 2002. This decrease
relates primarily to reduced expenses due to the conversion to a new phone
system and other renegotiated rates and contracts.

         There were no other significant non-recurring non-interest expense
items recorded in the first three months of 2003 or 2002.

NON-INTEREST EXPENSE                                                     TABLE 4
(In Millions)

<TABLE>
<CAPTION>
                                                                                   Quarters Ended
                                                          ----------------------------------------------------------------
                                                           2003                                 2002
                                                          ------         -------------------------------------------------
                                                          Mar 31         Dec 31       Sept 30         Jun 30        Mar 31
                                                          ------         ------       -------         ------        ------
<S>                                                       <C>            <C>           <C>            <C>           <C>
Salaries and employee benefits                            $194.4         $190.7        $186.4         $183.4        $182.1
Net occupancy                                               26.0           28.9          27.0           28.1          26.6
Equipment                                                   15.9           18.2          17.1           16.7          16.5
Data processing                                             11.7           11.0          10.6           10.5          10.2
Professional services                                       13.5           17.5          15.3           18.5          14.2
Communications                                              12.3           14.3          13.6           15.7          14.5
Other                                                       38.2           47.1          46.0           47.9          48.2
                                                          ------         ------        ------         ------        ------
     Total                                                $312.0         $327.7        $316.0         $320.8        $312.3
                                                          ======         ======        ======         ======        ======
</TABLE>

INCOME TAX EXPENSE

         Income tax expense for the first quarter of 2003 was $79.7 million for
an effective tax rate of 31.7% compared to $76.5 million or an effective rate of
32.7% in the first quarter of 2002. The statutory federal income tax rate was
35% in 2003 and 2002.


                                      20
<PAGE>

LOANS

         Loans, net of unearned income at March 31, 2003 were $34,440.4 million,
a net increase of $202.8 million over the December 31, 2002 level. Loan growth
has slowed and demand for loans had diminished in recent quarters, primarily as
a result of the general slowdown in the economy. The Company has experienced
modest loan growth across most categories in the first quarter of 2003. This
trend of slower growth may continue in the near future, given the uncertainty in
the economy at this time. However, Management believes that the Company is well
positioned to achieve more loan growth, through extensive calling efforts and
sales culture, once the economy begins to improve.

LOAN PORTFOLIO                                                           TABLE 5
(In Millions)

<TABLE>
<CAPTION>
                                                                         Quarters Ended
                              -----------------------------------------------------------------------------------------------------
                                     2003                                           2002
                              -----------------    --------------------------------------------------------------------------------
                                    Mar 31              Dec 31               Sept 30              Jun 30               Mar 31
                              -----------------    -----------------    -----------------    -----------------    -----------------
                                Amount      %       Amount        %       Amount      %       Amount       %        Amount      %
                              -----------------    -----------------    -----------------    -----------------    -----------------
<S>                           <C>          <C>     <C>          <C>     <C>          <C>     <C>          <C>     <C>          <C>
Commercial, financial and
   agricultural               $12,664.3    36.5%   $12,592.7    36.5%   $12,357.3    36.5%   $12,112.2    36.2%   $12,149.9    36.7%
Real estate construction        5,355.6    15.4      5,215.4    15.1      4,929.2    14.6      4,870.0    14.6      4,627.9    14.0
Commercial real estate
   mortgage                     7,345.5    21.2      7,303.4    21.2      7,212.3    21.3      7,113.6    21.3      7,036.2    21.2
Residential real estate
   mortgage                     6,160.5    17.8      6,123.1    17.8      6,021.7    17.8      5,918.8    17.7      5,772.4    17.4
Loans to individuals            1,775.8     5.1      1,869.5     5.4      1,935.0     5.7      2,012.5     6.0      2,080.1     6.3
Lease financing:
   Commercial leases              661.9     1.9        681.0     2.0        661.1     2.0        626.6     1.9        641.3     1.9
   Auto leases                    714.0     2.1        698.1     2.0        722.7     2.1        769.3     2.3        814.2     2.5
                              ---------    ----    ---------    ----    ---------    ----    ---------    ----    ---------    ----
                               34,677.6     100%    34,483.2     100%    33,839.3     100%    33,423.0     100%    33,122.0     100%
                                            ===                  ===                  ===                  ===                  ===
Unearned income                  (237.2)              (245.6)              (239.3)              (242.3)              (251.6)
                              ---------            ---------            ---------            ---------            ---------
Loans, net of unearned
  income                       34,440.4             34,237.6             33,600.0             33,180.7             32,870.4

Allowance for loan losses        (499.5)              (498.5)              (497.6)              (488.3)              (485.4)
                              ---------            ---------            ---------            ---------            ---------
Net loans                     $33,940.9            $33,739.1            $33,102.4            $32,692.4            $32,385.0
                              =========            =========            =========            =========            =========
</TABLE>

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.


                                      21
<PAGE>

         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 the Company's largest
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.

         The allowance allocated to Watch-list loans at March 31, 2003 totaled
$105.6 million, and the allowance allocated to Non-problem loans totaled $393.9
million. Based on the methodology outlined above, the total allowance for loan
losses was $499.5 million at March 31, 2003 and $498.5 million at December 31,
2002. As a percentage of outstanding loans, the total allowance for loan losses
was 1.45%, compared to the December 31, 2002 level of 1.46%. Net charge-offs
during the three months ended March 31, 2003 totaled $28.4 million or .34% of
average net loans on an annualized basis, an increase of $0.9 million from the
2002 first quarter.


                                      22
<PAGE>

Allowance for Loan Losses                                                Table 6
(In  Thousands)

<TABLE>
<CAPTION>
                                                                                          Quarters Ended
                                                                --------------------------------------------------------------------
                                                                  2003                                2002
                                                                --------       -----------------------------------------------------
                                                                 Mar 31         Dec 31        Sept 30         Jun 30         Mar 31
                                                               ---------      ---------      ---------      ---------      ---------
<S>                                                            <C>            <C>            <C>            <C>            <C>
Balance beginning of quarter                                   $ 498,501      $ 497,624      $ 488,340      $ 485,389      $ 483,124
Loans charged-off:
          Commercial, financial and agricultural                  15,351         16,256         11,895         13,759         17,277
          Real estate construction                                    69              0             54              0              0
          Commercial real estate mortgage                            255          1,425          1,275            912            197
          Residential real estate mortgage                         3,184          2,057          2,758          2,471          1,455
          Loans to individuals                                    13,666         15,418         12,837         11,760         11,071
          Lease financing:
             Commercial leases                                       375          1,494             74            233            127
             Auto leases                                             762            960            855            546            454
                                                               ---------      ---------      ---------      ---------      ---------
                         Total charge-offs                        33,662         37,610         29,748         29,681         30,581
                                                               ---------      ---------      ---------      ---------      ---------
Recoveries of loans previously charged-off:
          Commercial, financial and agricultural                   3,060          2,269          1,096          1,286            963
          Real estate construction                                     2              0              4              0              1
          Commercial real estate mortgage                             60             62              1            175             26
          Residential real estate mortgage                           413            170            248            529            162
          Loans to individuals                                     1,610          1,937          1,289          1,884          1,883
          Lease financing:
             Commercial leases                                         0              0              0              0              0
             Auto leases                                              68             49             40              9             19
                                                               ---------      ---------      ---------      ---------      ---------
                         Total recoveries                          5,213          4,487          2,678          3,883          3,054
                                                               ---------      ---------      ---------      ---------      ---------
Net loans charged-off                                             28,449         33,123         27,070         25,798         27,527
Additions to allowance charged to expense                         29,400         34,000         36,354         28,728         27,650
Subsidiaries' allowance at date of purchase                            0              0              0             21          2,142
                                                               ---------      ---------      ---------      ---------      ---------
Balance at end of quarter                                      $ 499,452      $ 498,501      $ 497,624      $ 488,340      $ 485,389
                                                               =========      =========      =========      =========      =========

(In  millions)
Loans outstanding at quarter end,
          net of unearned income                               $34,440.4      $34,237.6      $33,600.0      $33,180.7      $32,870.4
Average loans outstanding,
          net of unearned income                               $34,395.7      $33,890.6      $33,314.6      $32,967.1      $33,367.9
Ratios:
          Allowance to net loans outstanding                        1.45%          1.46%          1.48%          1.47%          1.48
          Net loans charged-off to average net loans                0.34           0.39           0.32           0.31           0.33
          Provision for loan losses to net charge-offs            103.34         102.65         134.30         111.36         100.45
          Provision for loan losses to average net loans            0.35           0.40           0.43           0.35           0.34
</TABLE>

NON-PERFORMING ASSETS

         Non-performing assets, which include non-accrual and restructured
loans, other real estate owned and other repossessed assets were $246.1 million
at March 31, 2003, a modest increase of $8.9 million from December 31, 2002. The
ratio of non-performing assets to total loans plus other non-performing assets
was 0.71% at March 31, 2003, while the allowance to non-performing loans ratio
was 264.05% 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.


                                      23
<PAGE>

         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 March 31, 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
                                                                  --------      --------------------------------------------------
                                                                   Mar 31        Dec 31       Sept 30        Jun 30        Mar 31
                                                                  --------      --------      --------      --------      --------
<S>                                                               <C>           <C>           <C>           <C>           <C>
Non-performing loans
          Commercial, financial, and agricultural                 $  127.2      $  115.0      $  115.6      $  131.5      $  145.2
          Real estate construction                                    23.1          24.1          24.1          22.1          21.0
          Commercial real estate mortgage                              5.3           5.1           4.6           9.3          10.4
          Residential real estate mortgage                            23.9          21.1          19.6          20.1          23.8
          Loans to individuals                                         9.7          10.2          12.7          11.2          10.1
                                                                  --------      --------      --------      --------      --------
                   Total non-performing loans                        189.2         175.5         176.6         194.2         210.5
                                                                  --------      --------      --------      --------      --------
Other real estate owned                                               51.4          55.1          65.5          59.5          56.2
Other repossessed assets                                               5.5           6.6           9.2          14.6          16.6
                                                                  --------      --------      --------      --------      --------
                   Total non-performing assets                    $  246.1      $  237.2      $  251.3      $  268.3      $  283.3
                                                                  ========      ========      ========      ========      ========

Accruing loans past due 90 days or more                           $   84.2      $   72.6      $   76.3      $   73.0      $   82.8
Ratios:
          Non-performing loans to total loans                         0.55%         0.51%         0.53%         0.59%         0.64%
          Non-performing assets to total loans
                   plus other non-performing assets                   0.71          0.69          0.75          0.81          0.86
          Non-performing assets and accruing loans
                   90 days or more past due to total loans
                   plus other non-performing assets                   0.96          0.90          0.97          1.03          1.11
          Allowance to non-performing loans                         264.05        284.06        281.75        251.41        230.62
</TABLE>


                                      24
<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 $636.1 million since December 31, 2002. Funds
from loan repayments that are unable to be reinvested in new loans due to
diminished loan demand are being invested in mortgage-backed securities and U.S
government agency securities.


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

<TABLE>
<CAPTION>
                                                                           Available-for-Sale Securities
                                                          ------------------------------------------------------------
                                                                 March 31, 2003                 December 31, 2002
                                                          --------------------------        --------------------------
                                                          Amortized           Fair          Amortized          Fair
(IN MILLIONS)                                               Cost             Value            Cost             Value
                                                          ---------        ---------        ---------        ---------
<S>                                                       <C>              <C>              <C>              <C>
U.S. Treasury securities                                  $    40.8        $    42.9        $    36.5        $    38.9
U.S. Government agency securities                           2,913.7          2,979.5          2,628.2          2,705.5
Mortgage-backed securities and
   collateralized mortgage obligations                      7,245.9          7,514.0          6,311.1          6,625.7
Obligations of states and political
   subdivisions                                               337.6            357.7            333.6            353.3
Other debt securities                                          95.4             95.8            550.4            550.5
Equity securities                                             331.7            353.3            345.9            370.7

                                                          ---------        ---------        ---------        ---------
     Total                                                $10,965.1        $11,343.2        $10,205.7        $10,644.6
                                                          =========        =========        =========        =========

<CAPTION>

                                                                            Held-to-Maturity Securities
                                                          ------------------------------------------------------------
                                                                 March 31, 2003                 December 31, 2002
                                                          --------------------------        --------------------------
                                                          Amortized           Fair          Amortized          Fair
(IN MILLIONS)                                               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                              18.5             18.9             23.0             23.6
Mortgage-backed securities and
   collateralized mortgage obligations                        129.0            137.4            158.1            168.2
Obligations of states and political
   subdivisions                                                37.9             42.0             40.7             44.9
Other debt securities                                         120.4            138.2            145.5            162.4

                                                          ---------        ---------        ---------        ---------
     Total                                                $   306.3        $   337.0        $   368.8        $   400.6
                                                          =========        =========        =========        =========
</TABLE>


                                      25
<PAGE>

SHORT-TERM INVESTMENTS

         Short-term investments at March 31, 2003 totaled $976.3 million,
reflecting a decrease of $225.3 million from the December 31, 2002 level of
$1,201.6 million, primarily due to a decreased level of loans held for sale. At
March 31, 2003, short-term investments consisted of $1.3 million in federal
funds sold and securities purchased under resale agreements, $7.1 million in
time deposits with other banks, $73.8 million in trading securities and $894.0
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 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 $1,571.1 million during the three month
period ended March 31, 2003. These sales move in tandem with production of new
1-4 family loans, which is currently at a high level due to low mortgage rates.
A slowdown in loan sales should be expected if mortgage rates 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
March 31, 2003 were $32,312.8 million, down $632.6 million or 2% from the
December 31, 2002 level of $32,945.4 million. Of this decrease, $692.4 million
is from wholesale funding sources reflecting the Company's decreasing dependence
on these sources for funding. While wholesale funding sources have decreased,
core deposits, defined as demand deposits and time deposits less than $100,000,
increased $59.8 million during the period. The Company has placed significant
importance on increasing core deposits, including emphasizing growth of
commercial deposits by incorporating deposit growth targets in many commercial
and branch officer plans and cross-selling among commercial and consumer
customers. In the first three months of 2003, the fair value of deposits hedged
decreased $5.7 million, contributing to the overall decrease in deposits. At
March 31, 2003 total deposits included interest-bearing deposits of $27,390.8
million and other deposits of $4,922.0 million.


                                      26
<PAGE>

         Short-term borrowings at March 31, 2003 were $6,819.3 million and
included federal funds purchased of $4,449.5 million, securities sold under
agreements to repurchase of $1,996.9 million and other borrowed funds of $372.9
million. At March 31, 2003 total short-term borrowings were 13% of total
liabilities and stockholders' equity. This compares to total short-term
borrowings of $5,265.9 million or 10% of total liabilities and stockholders'
equity at December 31, 2002. The increase between periods is due to favorable
short-term borrowing rates compared to other types of funding.

         FHLB advances totaled $4,220.9 million at March 31, 2003. The current
quarter end balance is down $250.0 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 March 31, 2003 and December 31, 2002, total long-term debt was
$2,329.0 million and $2,181.9 million, respectively. During the first three
months of 2003, $150.0 million in Bank Notes were issued and the fair value
adjustment related to long-term debt hedged decreased $2.8 million. Maturities
of long-term debt during 2003 will include $100 million of 7% Debentures on May
15, 2003 and $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 below, the Company meets all capital adequacy requirements
imposed by its regulators.


                                      27
<PAGE>

         The March 31, 2003 Tier 1 and Total capital to risk weighted assets
were 8.12% and 11.44%, respectively, compared to the December 31, 2002 ratios of
8.15% and 11.09%, respectively.


CAPITAL RATIOS                                                           TABLE 9
(Dollars In Millions)

<TABLE>
<CAPTION>
                                                    2003                                         2002
                                                 ----------        ----------------------------------------------------------------
                                                   Mar 31            Dec 31           Sept 30            Jun 30            Mar 31
                                                 ----------        ----------        ----------        ----------        ----------
<S>                                              <C>               <C>               <C>               <C>               <C>
Tier 1 capital:
   Stockholders' equity                          $  4,523.1        $  4,627.6        $  4,534.3        $  4,322.6        $  4,040.7
   Intangible assets other than
        servicing rights                             (795.4)           (797.9)           (801.3)           (799.9)           (802.6)
   Accumulated other
     comprehensive income                            (270.4)           (334.9)           (350.6)           (244.5)            (65.4)
                                                 ----------        ----------        ----------        ----------        ----------
        Total Tier 1 capital                        3,457.3           3,494.8           3,382.4           3,278.2           3,172.7
                                                 ----------        ----------        ----------        ----------        ----------
Tier 2 capital:
   Allowable allowance for loan losses                499.5             498.5             497.6             488.3             485.4
   Allowable long-term debt                           915.0             765.0             765.0             765.0             825.0
                                                 ----------        ----------        ----------        ----------        ----------
        Total Tier 2 capital                        1,414.5           1,263.5           1,262.6           1,253.3           1,310.4
                                                 ----------        ----------        ----------        ----------        ----------
        Total risk-based capital                 $  4,871.8        $  4,758.3        $  4,645.0        $  4,531.5        $  4,483.1
                                                 ==========        ==========        ==========        ==========        ==========

Risk-weighted assets                             $ 42,582.5        $ 42,890.2        $ 41,626.6        $ 40,526.2        $ 39,986.0

Risk-based ratios:

   Tier 1 capital                                      8.12%             8.15%             8.13%             8.09%             7.93%

   Total capital                                      11.44             11.09             11.16             11.18             11.21

Leverage ratio                                         6.96              7.13              7.07              6.93              6.68
</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. 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 basis, and will maintain capital at levels deemed appropriate by
Management and above prescribed minimums as described above. As of March 31,
2003, the Company has repurchased approximately 5.8 million shares under this
program.

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.


                                      28
<PAGE>

         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 $12,845.3 million at March 31, 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 $1,357.4 million at March 31, 2003 and
$1,384.3 million at December 31, 2002. In addition, the Company has recorded a
liability for the fees charged for standby letters of credit of approximately
$1.8 million at March 31, 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.

         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 March 31, 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>
                                                     CHANGE IN NET INTEREST
                                                             INCOME
                                                     ----------------------
         CHANGE IN INTEREST RATES                        $             %
------------------------------------------           --------         -----
                                                     (DOLLARS IN THOUSANDS)
<S>                                                   <C>             <C>
   + 100 basis points.....................            $28,817          1.71%
   -  100 basis points....................             (6,157)        (0.37)
</TABLE>


                                      29
<PAGE>

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 the Floating London Interbank Offered Rate ("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.

         Some of the Company's derivative financial instruments do not qualify
for hedge accounting. The Company's mortgage banking subsidiary enters into
interest rate locks, where customers have locked into mortgage loans at a set
interest rate, and forward sales commitments, which are sales of mortgage loans
to third parties at a specified price. The Company also 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 the fee earned for providing this service, which is
recorded in non-interest income.

END USER DERIVATIVE INSTRUMENTS                                         TABLE 10
(Dollars in Millions)

<TABLE>
<CAPTION>
                                                              Weighted                                     Carrying Value
                                                              Average    Average                     ------------------------------
                                                 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                    $1,314.0        30        6.48%        1.48%        $82.5         --         $82.5
Cash Flow Hedges:
      Interest rate swaps - received
          fixed/pay floating                        450.0        46        6.77         1.35          63.3         --          63.3
      Interest rate swaps-  received
          floating/pay fixed                        200.0         6        1.30         3.15            --        (2.0)        (2.0)
Mortgage Lending Commitments:
       Forward contracts                          1,044.2         2          --           --            --        (2.8)        (2.8)
       Interest rate lock commitments               433.1         2          --           --           5.5         --           5.5
                                                 --------                                                                    ------

Total Derivatives                                $3,441.3                                                                    $146.5
                                                 ========                                                                    ======
</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.


                                      30
<PAGE>

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.

ITEM 4.  CONTROLS AND PROCEDURES

         The Company has evaluated the effectiveness of its disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-14. 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, within 90 days prior to the date of the
filing of 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
communicated to them in a manner appropriate to allow timely decisions regarding
required disclosure.

         Subsequent to the date of their evaluation, there were no significant
changes in internal controls or other factors that could significantly affect
internal controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.


                                      31
<PAGE>

                          PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

          *       3(a)     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(b)     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 Statement on Form S-3 of
                           SouthTrust Corporation (Registration No. 33-52717)

                  99.1     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.

                  99.2     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


                                      32
<PAGE>

         (b)      Reports on Form 8-K filed in the first quarter of 2003: a
                  Form 8-K was filed on January 15, 2003, announcing that the
                  Company's board of directors authorized the re-purchase of up
                  to $500 million of the Company's common stock.

         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:    May 14, 2003                   /s/ Wallace D. Malone, Jr.
                                        -----------------------------
                                        Wallace D. Malone, Jr.
                                        Chairman and Chief
                                        Executive Officer


Date:    May 14, 2003                   /s/ Alton E. Yother
                                        -----------------------------
                                        Alton E. Yother
                                        Executive Vice President,
                                        Treasurer and Controller
                                        (Principal Financial Officer)


                                      33
<PAGE>

CERTIFICATIONS

I, Wallace D. Malone, Jr., certify that:

1.       I have reviewed this quarterly report on Form 10-Q of SouthTrust
         Corporation;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
         and we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent
         evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.

Date:  May 14, 2003                     /s/ Wallace D. Malone, Jr.
                                        ------------------------------------
                                        Wallace D. Malone, Jr.
                                        Chairman and Chief Executive Officer


                                      34
<PAGE>

CERTIFICATIONS

I, Alton E. Yother, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of SouthTrust
         Corporation;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as, and for, the periods presented in this
         quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:  May 14, 2003           /s/ Alton E. Yother
                              --------------------------------------------------
                              Alton E. Yother
                              Executive Vice President, Treasurer and Controller


                                      35