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

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                          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 officers)    (Zip Code)

                                 (205) 254-5530

              (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 [ ]

At September 30, 2001, 342,684,897 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)
         September 30, 2001, December 31, 2000 and
         September 30, 2000                                                                3

Consolidated Condensed Statements of Income (Unaudited)
         Three and nine months ended September 30, 2001 and 2000                           4
Consolidated Condensed Statements of Stockholders' Equity (Unaudited)
         Nine months ended September 30, 2001 and 2000                                     5

Consolidated Condensed Statements of Cash Flows (Unaudited)
         Nine months ended September 30, 2001 and 2000                                     6

Notes to Consolidated Condensed Financial Statements (Unaudited)                        7-14
</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 and nine month periods ended
September 30, 2001 and 2000. Results of operations for the interim 2001 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, 2000. 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

The Management's Discussion and Analysis of the registrant is included on Pages
15-32.


                                        2
<PAGE>

                             SOUTHTRUST CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
(Dollars in thousands)                                                      SEPTEMBER 30        DECEMBER 31        SEPTEMBER 30
                                                                                2001               2000                2000
                                                                            -------------      -------------      -------------
<S>                                                                         <C>                <C>                <C>
ASSETS
  Cash and due from banks                                                   $     968,516      $     959,750      $     870,863
  Short-term investments:
    Federal funds sold and securities purchased
      under resale agreements                                                      20,735             43,273             19,082
    Interest-bearing deposits in other banks                                        3,298                964                896
    Trading securities                                                            118,898             71,456             92,272
    Loans held for sale                                                           451,351            343,013            307,926
                                                                            -------------      -------------      -------------
         Total short-term investments                                             594,282            458,706            420,176
  Available-for-sale securities                                                 9,668,775          6,978,510          5,568,761
  Held-to-maturity securities (1)                                                 618,126          3,026,631          2,986,305
  Loans                                                                        33,066,339         31,696,912         32,352,694
  Less:
    Unearned income                                                               253,140            300,756            285,733
    Allowance for loan losses                                                     471,133            450,348            451,742
                                                                            -------------      -------------      -------------
         Net loans                                                             32,342,066         30,945,808         31,615,219
  Premises and equipment, net                                                     807,236            738,392            736,725
  Due from customers on acceptances                                                 8,111             26,329              4,109
  Goodwill - tax-deductible                                                       294,419            305,417            308,864
  Goodwill - non-deductible                                                       325,210            228,244            231,033
  Core deposit intangible                                                          46,476             46,501             49,851
  Bank owned life insurance                                                       921,887            887,632            875,240
  Other assets                                                                    672,802            544,611            659,116
                                                                            -------------      -------------      -------------
         Total assets                                                       $  47,267,906      $  45,146,531      $  44,326,262
                                                                            =============      =============      =============
LIABILITIES
  Deposits:
    Interest-bearing                                                        $  26,148,802      $  26,808,453      $  26,188,260
    Other                                                                       3,889,455          3,894,086          3,605,483
                                                                            -------------      -------------      -------------
         Total deposits                                                        30,038,257         30,702,539         29,793,743
  Federal funds purchased and securities sold
    under agreements to repurchase                                              7,101,819          5,259,422          4,751,356
  Other short-term borrowings                                                      80,468          1,030,297          1,999,856
  Bank acceptances outstanding                                                      8,111             26,329              4,109
  Federal Home Loan Bank advances                                               4,221,177          3,052,781          2,850,807
  Long-term debt                                                                1,071,075          1,125,311          1,125,353
  Other liabilities                                                               846,907            597,392            611,369
                                                                            -------------      -------------      -------------
         Total liabilities                                                     43,367,814         41,794,071         41,136,593
STOCKHOLDERS' EQUITY
   Preferred stock, par value $1.00 a share (2)                                         0                  0                  0
   Common stock, par value $2.50 a share (3)                                      869,737            851,962            847,905
   Capital surplus                                                                446,974            333,987            332,706
   Retained earnings                                                            2,470,756          2,202,901          2,120,002
   Accumulated other comprehensive income (loss)                                  203,992            (12,164)           (86,817)
   Treasury stock, at cost (4)                                                    (91,367)           (24,226)           (24,127)
                                                                            -------------      -------------      -------------
         Total stockholders' equity                                             3,900,092          3,352,460          3,189,669
                                                                            -------------      -------------      -------------
         Total liabilities and stockholders' equity                         $  47,267,906      $  45,146,531      $  44,326,262
                                                                            =============      =============      =============

(1) Held-to-maturity securities-fair value                                  $     643,487      $   3,008,750      $   2,893,251
(2) Preferred shares authorized                                                 5,000,000          5,000,000          5,000,000
      Preferred shares issued                                                           0                  0                  0
(3) Common shares authorized                                                  500,000,000        500,000,000        500,000,000
      Common shares issued                                                    347,894,775        340,784,976        339,161,898
(4) Treasury shares of common stock                                             5,209,878          2,678,114          2,671,870
</TABLE>


                                       3
<PAGE>

                             SOUTHTRUST CORPORATION
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED               NINE MONTHS ENDED
(In thousands, except per share data)                                        SEPTEMBER 30                    SEPTEMBER 30
                                                                       -----------------------       ---------------------------
                                                                         2001           2000             2001             2000
                                                                       --------      ---------       ----------      -----------
<S>                                                                    <C>           <C>             <C>             <C>
INTEREST INCOME
  Loans, including fees                                                $603,249      $ 709,883       $1,899,395      $ 2,070,409
  Available-for-sale securities                                         147,492         92,216          408,024          270,927
  Held-to-maturity securities                                            21,608         50,948          101,743          153,376
  Short-term investments                                                 10,025          9,524           29,561           25,010
                                                                       --------      ---------       ----------      -----------
      Total interest income                                             782,374        862,571        2,438,723        2,519,722
                                                                       --------      ---------       ----------      -----------

INTEREST EXPENSE
  Deposits                                                              263,003        337,176          867,098          936,899
  Short-term borrowings                                                  58,350        116,789          238,086          343,000
  Federal Home Loan Bank advances                                        56,853         49,033          169,787          136,776
  Long-term debt                                                         14,408         20,042           49,053           56,553
                                                                       --------      ---------       ----------      -----------
      Total interest expense                                            392,614        523,040        1,324,024        1,473,228
                                                                       --------      ---------       ----------      -----------
      Net interest income                                               389,760        339,531        1,114,699        1,046,494
      Provision for loan losses                                          30,400         18,453           78,959           73,297
                                                                       --------      ---------       ----------      -----------
    NET INTEREST INCOME AFTER PROVISION FOR
        LOAN LOSSES                                                     359,360        321,078        1,035,740          973,197

NON-INTEREST INCOME
  Service charges on deposit accounts                                    60,220         55,408          172,458          157,260
  Mortgage banking operations                                            11,770         10,315           38,373           28,428
  Bank card fees                                                         10,739          8,751           30,678           24,929
  Debit card fees                                                         8,318          6,564           23,127           18,742
  Trust fees                                                              7,925          7,904           24,071           23,628
  Investment fees                                                        13,585          9,927           35,956           29,007
  Bank owned life insurance                                              12,674         13,425           41,543           38,527
  Gains on loans held for sale, net                                       5,854          2,899           12,021            4,837
  Securities gains (losses)                                                 643        (11,598)           2,522          (11,114)
  Other                                                                   7,702         43,391           29,502           65,284
                                                                       --------      ---------       ----------      -----------
      Total non-interest income                                         139,430        146,986          410,251          379,528
                                                                       --------      ---------       ----------      -----------

NON-INTEREST EXPENSE
  Salaries and employee benefits                                        168,098        145,144          479,668          430,459
  Net occupancy                                                          25,238         23,750           74,810           69,699
  Equipment                                                              15,572         22,509           46,348           58,165
  Professional services                                                  10,218         10,387           32,987           33,848
  Data processing                                                         9,293         14,819           26,222           29,810
  Communications                                                         13,697         12,612           39,609           38,884
  Goodwill amortization - tax-deductible                                  3,439          3,447           10,335           10,318
  Goodwill amortization - non-deductible                                  3,191          2,799            9,180            7,946
  Core deposit amortization                                               3,392         13,962           10,148           23,694
  Other                                                                  33,456         39,774          106,508          118,808
                                                                       --------      ---------       ----------      -----------
      Total non-interest expense                                        285,594        289,203          835,815          821,631
                                                                       --------      ---------       ----------      -----------
Income before income taxes                                              213,196        178,861          610,176          531,094
Income tax expense                                                       71,114         57,241          200,620          171,514
                                                                       --------      ---------       ----------      -----------
        NET INCOME                                                     $142,082      $ 121,620       $  409,556      $   359,580
                                                                       ========      =========       ==========      ===========
Average shares outstanding - basic (in thousands)                       342,184        336,477          340,282          336,307
Average shares outstanding - diluted (in thousands)                     346,541        337,832          344,123          337,598
Net income per share - basic                                           $   0.41      $    0.36       $     1.20      $      1.07
Net income per share - diluted                                             0.41           0.36             1.19             1.07
Dividends declared per share                                               0.14          0.125             0.42            0.375
</TABLE>


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                             ACCUMULATED
                                                                                                OTHER
                                                        COMMON      CAPITAL     RETAINED    COMPREHENSIVE   TREASURY
(Dollars in thousands)                                   STOCK      SURPLUS     EARNINGS     INCOME (LOSS)    STOCK        TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>         <C>         <C>          <C>             <C>          <C>
BALANCE AT JANUARY 1, 2000                             $846,192    $327,724    $1,886,481     ($108,928)    ($24,040)    $2,927,429

Net income                                                    0           0       359,580             0            0        359,580
Change in unrealized loss on available-for-sale
   securities*                                                0           0             0        22,111            0         22,111
                                                                                                                         ----------
Comprehensive income                                                                                                     $  381,691
                                                                                                                         ==========

Dividends declared ($.375 per share)                          0           0      (126,059)            0            0       (126,059)
Issuance of 359,748 shares of Common Stock
   for stock options exercised                              900       1,305             0             0            0          2,205
Issuance of 237,240 shares of Common Stock
   for dividend reinvestment and
   stock purchase plans                                     593       2,814             0             0            0          3,407
Issuance of 88,128 shares of Common Stock
    under long-term incentive plan                          220         863             0             0            0          1,083
Purchase of 5,786 shares of treasury stock                    0           0             0             0          (87)           (87)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 2000                          $847,905    $332,706    $2,120,002     ($ 86,817)    ($24,127)    $3,189,669
===================================================================================================================================
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 1, 2001                             $851,962    $333,987    $2,202,901     ($ 12,164)    ($24,226)    $3,352,460

Net income                                                    0           0       409,556             0            0        409,556
Change in unrealized gain on available-for-sale
   securities*                                                0           0             0       172,698            0        172,698
Change in unrealized gain on derivatives*                     0           0             0        43,458            0         43,458
                                                                                                                         ----------

Total other comprehensive income                                                                                            216,156
                                                                                                                         ----------

Comprehensive income                                                                                                     $  625,712
                                                                                                                         ==========

Dividends declared ($.42 per share)                           0           0      (142,528)            0            0       (142,528)
Issuance of 581,162 shares of Common Stock
   for stock options exercised                            1,453       4,175             0             0            0          5,628
Issuance of 115,410 shares of Common Stock
   under employee discounted stock
   purchase plan                                            289       1,385             0             0            0          1,674
Issuance of 70,448 shares of Common Stock
   under long term incentive plan                           176         756             0             0            0            932
Issuance of 1,297,344 shares of Common Stock
     for an acquisition accounted for as a pooling-
    of-interest                                           3,243       1,088           827             0            0          5,158
Issuance of 5,045,435 shares of Common stock
    for an acquisition accounted for as a purchase       12,614     105,583             0             0            0        118,197
Purchase of 2,531,764 shares of treasury stock                0           0             0             0      (67,141)       (67,141)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 2001                          $869,737    $446,974    $2,470,756     $ 203,992     ($91,367)    $3,900,092
===================================================================================================================================
</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>
                                                                                      Nine Months Ended
(In Thousands)                                                                          September 30
                                                                                -------------------------------
                                                                                   2001                 2000
                                                                                -----------         -----------
<S>                                                                             <C>                 <C>
OPERATING ACTIVITIES
  Net income                                                                    $   409,556         $   359,580
  Adjustments to reconcile net income to net cash
    provided by operating activities:
   Provision (credit) for:
      Loan losses                                                                    78,959              73,297
      Depreciation of premises and equipment                                         39,959              49,658
      Amortization of intangibles                                                    32,931              53,013
      Amortization of security premium                                                2,179               1,388
      Accretion of security discount                                                 (7,950)             (2,527)
      Deferred income taxes                                                          79,564               1,010
      Bank owned life insurance                                                     (41,543)            (38,527)
      Unrealized loss on derivatives                                                    708                   0
   Net gain on loans held for sale                                                  (12,021)             (4,837)
   Net (gain) loss on available-for-sale securities                                  (2,522)             11,114
   Origination and purchase of loans held for sale                               (2,669,515)         (1,696,411)
   Proceeds from loans held for sale                                              2,573,198           1,645,166
   Net increase in trading securities                                               (47,442)            (22,764)
   Net (increase) decrease in other assets                                           59,975             (10,519)
   Net increase in other liabilities                                                141,007              94,840
                                                                                -----------         -----------
       Net cash provided by operating activities                                    637,043             513,481

INVESTING ACTIVITIES
  Proceeds from maturities/calls of:
     Available-for-sale securities                                                3,936,552             160,366
     Held-to-maturity securities                                                  2,499,757             111,206
  Proceeds from sales of available-for-sale-securities                               43,802             818,122
  Purchases of:
     Available-for-sale securities                                               (6,365,371)         (1,444,984)
     Held-to-maturity securities                                                    (14,500)            (76,309)
     Premises and equipment                                                         (89,167)            (45,443)
  Net (increase) decrease in:
     Short-term investments                                                          76,757              55,463
     Loans                                                                         (744,539)           (204,479)
  Purchases of bank owned life insurance                                                  0            (100,000)
  Net cash paid in acquisitions                                                     (15,795)            (41,381)
                                                                                -----------         -----------
     Net cash used in investing activities                                         (672,504)           (767,439)

FINANCING ACTIVITIES
  Net increase (decrease) in:
     Deposits                                                                    (1,627,133)          1,724,314
     Short-term borrowings                                                          875,104            (646,552)
  Proceeds from:
     Common Stock issuances                                                           7,302               5,612
     Federal Home Loan Bank advances                                              1,570,506           3,200,761
  Payments for:
     Repurchase of common stock                                                     (67,141)                (87)
     Federal Home Loan Bank advances                                               (472,110)         (3,880,278)
     Long-term debt                                                                 (98,910)               (130)
     Cash dividends                                                                (143,391)           (153,818)
                                                                                -----------         -----------
     Net cash provided by financing activities                                       44,227             249,822
                                                                                -----------         -----------
     INCREASE (DECREASE) IN CASH AND DUE FROM BANKS                                   8,766              (4,136)

  CASH AND DUE FROM BANKS AT BEGINNING OF YEAR                                      959,750             874,999
                                                                                -----------         -----------
  CASH AND DUE FROM BANKS AT END OF PERIOD                                      $   968,516         $   870,863
                                                                                ===========         ===========
</TABLE>

s
                                       6
<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note A - Recent Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") 133, as amended for SFAS
137 and 138 - Accounting for Derivative Instruments and Hedging Activities

         The Financial Accounting Standards Board ("FASB") issued SFAS 133 in
June 1998. This Statement establishes new accounting and reporting standards for
derivative instruments and derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
Under certain conditions, a derivative may be specifically designated as a
hedge. Accounting for the changes in fair values of derivatives will depend on
their designation.

         In June 1999, the FASB issued SFAS 137, which extends the effective
date of SFAS 133 to be effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000. In June 2000, the FASB issued SFAS 138, which
addresses a limited number of issues causing implementation difficulties for
numerous entities and amends the accounting and reporting standards of SFAS 133
for certain derivative instruments and certain hedging activities.

         The Company adopted SFAS 133, as amended, on January 1, 2001 and the
effect on the Consolidated Condensed Financial Statements was immaterial.

SFAS 140 - Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities

         In September 2000, the FASB issued SFAS 140, which replaces SFAS 125,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities. It revises the standards for accounting for securitizations and
other transfers of financial assets and collateral and requires certain
disclosures, but it carries over most of SFAS 125's provisions without
reconsideration. This Statement is effective for recognition and
reclassification of collateral and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000.
This Statement is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. The impact of
this Statement to the Consolidated Condensed Financial Statements is not
material.

SFAS 141 - Business Combinations

         In June 2001, the FASB issued SFAS 141, which changes the accounting
for business combinations under APB Opinion 16 - Business Combinations ("APB
16"). This Statement requires that all business combinations be accounted for
under the purchase method. Also, intangible assets that meet certain criteria
must be recognized as assets apart from goodwill. Finally, it requires
disclosures in addition to the disclosure requirements of APB 16. The provisions
of this Statement apply to all business combinations initiated after June 30,
2001, as well as purchase method business combinations completed after June 30,
2001. Management does not expect this Statement to have a material impact on the
Consolidated Condensed Financial Statements.


                                       7
<PAGE>

SFAS 142 - Goodwill and Other Intangible Assets

         In June 2001, the FASB issued SFAS 142, which requires that an
intangible asset that is acquired either individually or with a group of other
assets (but not those acquired in a business combination) is initially
recognized and measured based on its fair value. An intangible asset with a
finite useful life is amortized over its estimated useful life. An intangible
asset with an indefinite useful life is not amortized, but is tested for
impairment under the provisions of SFAS 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (which has been
superceded by SFAS 144 as discussed below). Goodwill recognized in business
combinations is not amortized, but is tested for impairment under the provisions
of SFAS 142 at a level of reporting referred to as a reporting unit. To the
extent a reporting unit's carrying amount exceeds its fair value, an indication
exists that the reporting unit's goodwill may be impaired and the Company must
perform a second step of the impairment test. In the second step, if the
carrying amount of reporting unit goodwill exceeds the implied fair value of
that goodwill, an impairment loss is recognized in an amount equal to that
excess. Goodwill of a reporting unit is tested for impairment on an annual basis
and between annual tests in certain circumstances.

         For purchase business combinations that are consummated after June 30,
2001, goodwill and identifiable intangibles will be recorded in accordance with
SFAS 142, which requires no amortization of goodwill and separately identifiable
intangible assets with indefinite lives. For intangible assets in existence
prior to June 30, 2001, the Company will continue to amortize goodwill and all
separately identifiable intangibles through December 31, 2001. Upon adoption of
SFAS 142 on January 1, 2002, the Company will cease amortizing goodwill and
separately identifiable intangibles with indefinite lives and amortize other
identifiable intangibles in accordance with the guidelines set forth in this
Statement.

         Upon adoption of SFAS 142, the Company expects to have unamortized
goodwill of approximately $679 million and unamortized identifiable intangibles
of approximately $61 million. Goodwill amortization expense was $19.5 million
for the nine months ended September 30, 2001 and $25.0 million for the year
ended December 31, 2000. Management has not yet determined whether or not any
goodwill impairment will be recognized upon adoption of SFAS 142.

SFAS 143 - Accounting for Asset Retirement Obligations

         In June 2001, the FASB issued SFAS 143, which requires entities to
record the fair value of a liability for an asset retirement obligation in the
period in which it is incurred. When the liability is initially recorded, the
entity capitalizes a cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its present value each
period, and the capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon settlement.
This Statement is effective for fiscal years beginning after June 15, 2002.
Management does not expect this Statement to have a material impact on the
Consolidated Condensed Financial Statements.


                                       8
<PAGE>

SFAS 144 - Accounting for the Impairment or Disposal of Long-Lived Assets

         In August 2001, the FASB issued SFAS 144, which replaces SFAS 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of. The primary objectives of this Statement are to develop one
accounting model, based upon the framework established in SFAS 121, for
long-lived assets to be disposed of by sale and to address significant
implementation issues. This Statement requires that long-lived assets being
disposed of be measured at the lower of carrying amount or fair value less cost
to sell, whether reported in continuing operations or in discontinued
operations. Therefore, discontinued operations will no longer be measured at net
realizable value or include amounts for operating losses that have not yet
occurred. The provisions of this Statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001 and,
generally, are to be applied prospectively. Management does not expect this
Statement to have a material impact on the Consolidated Condensed Financial
Statements.

Note B - Stock Split

         On April 18, 2001, the Company's Board of Directors announced a 2 for 1
stock split effected in the form of a stock dividend payable to shareholders of
record on April 30, 2001. All share and per share information in this report has
been restated to give retroactive effect to this split.

Note C - 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 September 30             Nine months ended September 30
(In thousands, except per share data)                       2001                  2000                  2001                  2000
                                                         ---------              --------             ---------              --------
<S>                                                      <C>                    <C>                  <C>                    <C>
Basic:
Net income                                                $142,082              $121,620              $409,556              $359,580

Average common shares outstanding                          342,184               336,477               340,282               336,307
                                                          --------              --------              --------              --------
Earnings per share                                        $   0.41              $   0.36              $   1.20              $   1.07
                                                          ========              ========              ========              ========

Diluted:
Net income                                                $142,082              $121,620              $409,556              $359,580

Average common shares outstanding                          342,184               336,477               340,282               336,307
Dilutive effect of options issued                            4,357                 1,355                 3,841                 1,291
                                                          --------              --------              --------              --------
Average diluted shares outstanding                         346,541               337,832               344,123               337,598
                                                          --------              --------              --------              --------
Earnings per share                                        $   0.41              $   0.36              $   1.19              $   1.07
                                                          ========              ========              ========              ========
</TABLE>

         In addition, the Company had none and 296,704 exercisable options
issued that were not included in the calculation of diluted EPS for the three
and nine months ended September 30, 2001, respectively, as the exercise price of
these options was in excess of the average market price. For the three and nine
months ended September 30, 2000, the number of antidilutive options was
4,262,078 in each period.


                                       9
<PAGE>

Note D - 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 September 30
                                                                  2001                                       2000
                                                  -------------------------------------      ---------------------------------------
                                                   Before         Tax          Net of         Before          Tax           Net of
                                                     Tax         Effect          Tax            Tax          Effect           Tax
                                                  -------------------------------------      ---------------------------------------
<S>                                               <C>           <C>            <C>           <C>            <C>            <C>
Unrealized gain on securities:

Unrealized holding gains arising
    during the period                             $193,975      $(65,629)      $128,346      $ 60,172       $(22,299)      $ 37,873
Less: reclassification adjustment                      643          (244)           399       (11,598)         4,407         (7,191)
                                                  -------------------------------------      ---------------------------------------
Net unrealized gain on securities                  193,332       (65,385)       127,947        71,770        (26,706)        45,064
                                                  -------------------------------------      ---------------------------------------
Unrealized gain on derivatives:
Unrealized holding gains arising
    during the period                               28,621        (1,252)      $ 27,369            --             --             --
Less: reclassification adjustment                    3,296        (1,252)         2,044            --             --             --
                                                  -------------------------------------      ---------------------------------------
Net unrealized gain on derivatives                  25,325            --         25,325            --             --             --
                                                  -------------------------------------      ---------------------------------------
Total Other Comprehensive Income                  $218,657      $(65,385)      $153,272      $ 71,770       $(26,706)      $ 45,064
                                                  =====================================      =======================================

<CAPTION>

                                                                           Nine months ended September 30
                                                                  2001                                       2000
                                                  -------------------------------------      ---------------------------------------
                                                   Before         Tax          Net of         Before          Tax           Net of
                                                     Tax         Effect          Tax            Tax          Effect           Tax
                                                  -------------------------------------      ---------------------------------------
<S>                                               <C>           <C>            <C>           <C>            <C>            <C>
Unrealized gain on securities:

Unrealized holding gains arising
    during the period                             $263,386      $(89,124)      $174,262      $ 24,043       $ (8,823)      $ 15,220
Less: reclassification adjustment                    2,522          (958)         1,564       (11,114)         4,223         (6,891)
                                                  -------------------------------------      ---------------------------------------
Net unrealized gain on securities                  260,864       (88,166)       172,698        35,157        (13,046)        22,111
                                                  -------------------------------------      ---------------------------------------
Unrealized gain on derivatives:

Unrealized holding gains arising
    during the period                               50,303        (2,601)      $ 47,702            --             --             --
Less: reclassification adjustment                    6,845        (2,601)         4,244            --             --             --
                                                  -------------------------------------      ---------------------------------------
Net unrealized gain on derivatives                  43,458            --         43,458            --             --             --
                                                  -------------------------------------      ---------------------------------------
Total Other Comprehensive Income                  $304,322      $(88,166)      $216,156      $ 35,157       $(13,046)      $ 22,111
                                                  =====================================      =======================================
</TABLE>


                                       10
<PAGE>

Note E - Supplemental Cash Flow Information

         The following is supplemental disclosure to the Consolidated Condensed
Statements of Cash Flows for the nine months ended September 30, 2001 and 2000.

<TABLE>
<CAPTION>
(In thousands)                                                                       Nine Months Ended September 30
                                                                                       2001                  2000
                                                                                    ----------            ----------
<S>                                                                                 <C>                   <C>
Cash paid during period for:
   Interest                                                                         $1,385,104            $1,405,303
   Income taxes                                                                         48,423               120,051

Noncash transactions:
   Assets acquired in business combinations                                          1,068,318               354,459
   Liabilities assumed in business combinations                                      1,003,781               337,397
   Common Stock issued in business combinations                                        123,355                     0
   Loans transferred to other real estate                                               48,199                20,343
   Financed sales of foreclosed property                                                37,790                17,966
   Loans securitized into mortgage-backed securities                                         0               656,820
</TABLE>

Note F - Business Segments

         The Company segregates financial information for use in assessing its
performance which is ultimately used for allocating resources to its business
segments. The Company has four reportable business segments which are primarily
aligned along customer base or asset/liability management lines. 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 Other.

         The Commercial Banking segment derives its revenue from commercial,
industrial and commercial real estate customers (large corporate and
middle-market) throughout all geographic areas covered by the Company. This
business segment also provides cash management, international and commercial
leasing services. Also included in Commercial Banking is revenue from certain
retail lending, depository services, and regional commercial lending activities
in areas the Company has designated as Enterprise Markets.

         The Regional Banking segment generates revenues from retail lending,
depository services, and regional commercial lending not included in the
Commercial Banking segment. Branch administration costs are also included in
Regional Banking. This segment also includes revenues from SouthTrust Mortgage
Corporation, a mortgage banking company.

         The Funds Management segment is responsible for the Company's 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 off-balance sheet
instruments, including interest rate swap agreements.

         The category named Other encompasses business segments such as the
Company's trust asset management and non-bank subsidiaries. These business
segments provide services such as brokerage services, investment services and a
variety of trust services.


                                       11
<PAGE>

          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 such as
executive administration, finance, internal auditing, and risk assessment. Other
items in this grouping include any unallocated provision for loan losses, income
from bank owned life insurance, credits for data processing and other support
function costs allocated to reportable segments, intangible amortization, 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, 2000, except for the following items. The
Company uses a transfer pricing process to aid in assessing business segment
performance. This process involves matched rate transfer pricing of assets and
liabilities to determine a contribution to the 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 net charge-offs. Data processing and other support function
costs are charged in accordance with the relative operational cost of each
segment.

         The Company's management accounting policies are continuously evolving
based on both internal and external factors. Therefore, the Company has
restated the comparative 2000 segment information to conform to the 2001
presentation. The restatement for 2000 includes enhancements to the transfer
pricing process and allocations for data processing and organizational structure
changes made during 2001. As management accounting policies change, prior period
restatement may also be necessary in the future.

         The following tables present the Company's business segment information
for the three and nine month periods ended September 30, 2001 and 2000:


                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                                            Three months ended September 30, 2000
                                                        ----------------------------------------------------------------------------
                                                        Commercial    Regional       Funds                   Reconciling     Total
(In millions)                                            Banking       Banking     Management     Other         Items       Company
                                                        ----------    ---------    ----------    --------    -----------   ---------
<S>                                                     <C>           <C>          <C>           <C>          <C>          <C>
Net interest margin (FTE) .........................     $   147.9     $   205.7     $   37.8     $   15.0     $  (13.3)    $   393.1
Provision for loan losses .........................          12.5          17.9          0.0          0.1         (0.1)         30.4
Non-interest income ...............................          34.3          80.0         (0.1)        13.5         11.7         139.4
Non-interest expense ..............................          74.6         182.8          0.8         17.7          9.7         285.6
                                                        ---------     ---------     --------     --------     --------     ---------
       Pre-tax income .............................          95.1          85.0         36.9         10.7        (11.2)        216.5
Income tax expense (FTE) ..........................           0.0           0.0          0.0          0.0         74.4          74.4
                                                        ---------     ---------     --------     --------     --------     ---------
     Net income ...................................     $    95.1     $    85.0     $   36.9     $   10.7     $  (85.6)    $   142.1
                                                        =========     =========     ========     ========     ========     =========
<CAPTION>

                                                                             Nine months ended September 30, 2000
                                                        ----------------------------------------------------------------------------
                                                        Commercial    Regional       Funds                   Reconciling     Total
(In millions)                                            Banking       Banking     Management     Other        Items        Company
                                                        ----------    ---------    ----------    --------    -----------   ---------
<S>                                                     <C>           <C>          <C>           <C>          <C>          <C>
Net interest margin (FTE) .........................     $   446.0     $   595.9     $   89.3     $   44.7     $  (51.0)    $ 1,124.9
Provision for loan losses .........................          28.2          49.2          0.0          0.1          1.4          78.9
Non-interest income ...............................          97.1         234.7         (0.9)        42.5         36.8         410.2
Non-interest expense ..............................         219.5         525.1          2.3         49.1         39.8         835.8
                                                        ---------     ---------     --------     --------     --------     ---------
       Pre-tax income .............................         295.4         256.3         86.1         38.0        (55.4)        620.4
Income tax expense (FTE) ..........................           0.0           0.0          0.0          0.0        210.8         210.8
                                                        ---------     ---------     --------     --------     --------     ---------
     Net income ...................................     $   295.4     $   256.3     $   86.1     $   38.0     $ (266.2)    $   409.6
                                                        =========     =========     ========     ========     ========     =========

Ending assets .....................................     $16,636.5     $17,807.6     $8,052.2     $3,328.0     $1,443.6     $47,267.9
                                                        =========     =========     ========     ========     ========     =========

<CAPTION>

                                                                            Three months ended September 30, 2000
                                                        ----------------------------------------------------------------------------
                                                        Commercial    Regional       Funds                   Reconciling     Total
(In millions)                                            Banking       Banking     Management     Other        Items        Company
                                                        ----------    ---------    ----------    --------    -----------   ---------
<S>                                                     <C>           <C>          <C>           <C>          <C>          <C>
Net interest margin (FTE) .........................     $   144.3     $   187.7     $   18.3     $   10.0     $  (17.1)    $   343.2
Provision for loan losses .........................          11.2          12.2          0.0          0.2         (5.1)         18.5
Non-interest income ...............................          28.4         103.8        (11.4)        13.2         13.0         147.0
Non-interest expense ..............................          75.3         172.5          0.8         14.7         25.9         289.2
                                                        ---------     ---------     --------     --------     --------     ---------
       Pre-tax income .............................          86.2         106.8          6.1          8.3        (24.9)        182.5
Income tax expense (FTE) ..........................           0.0           0.0          0.0          0.0         60.9          60.9
                                                        ---------     ---------     --------     --------     --------     ---------
     Net income ...................................     $    86.2     $   106.8     $    6.1     $    8.3     $  (85.8)    $   121.6
                                                        =========     =========     ========     ========     ========     =========

<CAPTION>

                                                                             Nine months ended September 30, 2000
                                                        ----------------------------------------------------------------------------
                                                        Commercial    Regional       Funds                   Reconciling     Total
(In millions)                                            Banking       Banking     Management     Other        Items        Company
                                                        ----------    ---------    ----------    --------    -----------   ---------
<S>                                                     <C>           <C>          <C>           <C>          <C>          <C>
Net interest margin (FTE) .........................     $   432.3     $   561.9     $   75.9     $   28.2     $  (40.9)    $ 1,057.4
Provision for loan losses .........................          26.6          43.0          0.0          0.3          3.4          73.3
Non-interest income ...............................          81.0         235.0        (11.3)        40.4         34.4         379.5
Non-interest expense ..............................         219.4         492.1          2.2         42.8         65.1         821.6
                                                        ---------     ---------     --------     --------     --------     ---------
       Pre-tax income .............................         267.3         261.8         62.4         25.5        (75.0)        542.0
Income tax expense (FTE) ..........................           0.0           0.0          0.0          0.0        182.4         182.4
                                                        ---------     ---------     --------     --------     --------     ---------
     Net income ...................................     $   267.3     $   261.8     $   62.4     $   25.5     $ (257.4)    $   359.6
                                                        =========     =========     ========     ========     ========     =========

Ending assets .....................................     $16,347.1     $17,417.9     $7,332.9     $3,082.6     $  145.8     $44,326.3
                                                        =========     =========     ========     ========     ========     =========
</TABLE>


                                       13
<PAGE>

Note G - Business Combinations

         During the first nine months of 2001, the Company completed the
following acquisitions:

<TABLE>
<CAPTION>
                                                                                                      Consideration
                                                                                                     -----------------
                                                                                                              Common     Method of
     Date           Location                  Institution              Assets    Loans    Deposits   Cash     Shares     Accounting
--------------  -----------------   -------------------------------   --------   ------   --------   -----   ---------   ----------
<S>                                 <C>                               <C>        <C>      <C>        <C>     <C>         <C>
March 16, 2001  Irving, Texas       Irving National Bancshares, Inc   $  102.9   $ 88.2    $ 96.8            1,297,344   Pooling
March 30, 2001  LaPorte, Texas      Bay Bancshares, Inc.                 319.4    204.7     300.2    $54.2               Purchase
August 3, 2001  Norfolk, Virginia   CENIT Bancorp, Inc.                  646.0    458.7     506.8            5,045,435   Purchase
                                                                      --------   ------    ------
                                                                      $1,068.3   $751.6    $903.8
                                                                      ========   ======    ======
</TABLE>

         Under purchase accounting, the results of operations, subsequent to the
acquisition date, are included in the Consolidated Condensed Financial
Statements. In poolings-of-interest, the Company's previously reported
consolidated financial results have not been restated to include the effect of
the acquisition prior to the acquisition date, since the effect is not material.

         On August 31, 2001, SouthTrust signed a definitive agreement with the
Bank of Tidewater in Virginia Beach, Virginia for the acquisition of the Bank of
Tidewater. According to the agreement, SouthTrust will exchange approximately
1.07 shares of SouthTrust Corporation Common stock for each outstanding share of
the Bank of Tidewater's common stock. The agreement also provides that depending
upon the market value of SouthTrust Common stock, the Bank of Tidewater may make
a special cash distribution or, under certain circumstances, the consideration
payable to Bank of Tidewater shareholders may convert from SouthTrust
Corporation common stock to all cash at the rate of $28.00 per share of Bank of
Tidewater common stock. The Bank of Tidewater had total assets of approximately
$283 million at September 30, 2001. This acquisition is expected to close in the
fourth quarter of 2001 and is subject to certain conditions and regulatory
approval.

         On September 21, 2001, SouthTrust signed a definitive agreement with
Community Bankshares, Inc. in Richmond, Virginia for the acquisition of
Community Bankshares. According to the agreement, SouthTrust will exchange
approximately 1.56 shares of SouthTrust Corporation common stock for each share
of Community Bankshares stock. Community Bankshares' shareholders will have the
right to exchange up to 40 percent of the total outstanding shares for $34.03
per share in cash in lieu of receiving SouthTrust shares for those shares at the
stated exchange ratio. Community Bankshares had total assets of approximately
$404 million at September 30, 2001. This acquisition is expected to close in the
fourth quarter of 2001 and is subject to certain closing conditions and
regulatory approval.

         The acquisitions of the Bank of Tidewater and Community Bankshares,
Inc., as well as all future acquisitions, will be accounted for using the
purchase method of accounting as required by SFAS 141, Business Combinations.
See Note A for more information regarding this new accounting pronouncement.


                                       14
<PAGE>

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

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 680 banking locations in Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Texas and
Virginia. As of September 30, 2001, the Company had consolidated total assets of
$47.3 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 F to the unaudited Consolidated Condensed Financial Statements.

FORWARD-LOOKING STATEMENTS

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


                                       15
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                        Quarters Ended
                                                            ----------------------------------------------------------------------
                                                                              2001                                 2000
                                                            ----------------------------------------     -------------------------
                                                              Sept 30        Jun 30         Mar 31         Dec 31         Sept 30
                                                            ----------     ----------     ----------     ----------     ----------
<S>                                                         <C>            <C>            <C>            <C>            <C>
EARNINGS SUMMARY:
          Interest income                                   $    782.4     $    811.8     $    844.5     $    874.4     $    862.6
          Interest expense                                       392.6          437.8          493.6          535.1          523.0
                                                            ----------     ----------     ----------     ----------     ----------
          Net interest income                                    389.8          374.0          350.9          339.3          339.6
          Provision for loan losses                               30.4           25.7           22.8           19.6           18.5
                                                            ----------     ----------     ----------     ----------     ----------
          Net interest income after
                provision for loan losses                        359.4          348.3          328.1          319.7          321.1
          Non-interest income                                    138.8          138.5          130.4          126.2          158.6
          Securities gains (losses)                                0.6            1.9            0.0            0.0          (11.6)
          Non-interest expense                                   285.6          283.2          267.0          265.6          289.2
                                                            ----------     ----------     ----------     ----------     ----------

          Income before income taxes                             213.2          205.5          191.5          180.3          178.9
          Income taxes                                            71.1           67.9           61.6           57.6           57.3
                                                            ----------     ----------     ----------     ----------     ----------
          Net income                                        $    142.1     $    137.6     $    129.9     $    122.7     $    121.6
                                                            ==========     ==========     ==========     ==========     ==========

PER COMMON SHARE:
          Net income - basic                                $     0.41     $     0.41     $     0.38     $     0.36     $     0.36
          Net income - diluted                                    0.41           0.40           0.38           0.36           0.36
          Cash dividends declared                                 0.14           0.14           0.14          0.125          0.125
          Book value                                             11.38          10.59          10.39           9.92           9.48
          Market value - high                                    27.18          26.44          24.44          20.53          16.07
          Market value - low                                     19.97          21.69          19.25          13.75          11.31

ENDING BALANCES:
          Loans, net of unearned income                     $ 32,813.2     $ 32,242.6     $ 31,963.7     $ 31,396.2     $ 32,067.0
          Total assets                                        47,267.9       46,535.0       45,957.2       45,146.5       44,326.3
          Deposits                                            30,038.3       29,824.4       28,558.9       30,702.5       29,793.7
          Federal Home Loan Bank advances                      4,221.2        4,251.2        4,051.2        3,052.8        2,850.8
          Long-term debt                                       1,071.1        1,047.1        1,053.4        1,125.3        1,125.4
          Stockholders' equity                                 3,900.1        3,599.6        3,530.6        3,352.5        3,189.7
          Common shares (in thousands)                         342,685        340,011        339,937        338,107        336,490

AVERAGE BALANCES:
          Loans, net of unearned income                     $ 32,428.4     $ 32,032.1     $ 31,564.7     $ 32,129.6     $ 32,034.7
          Earning assets                                      43,271.0       42,870.4       42,018.1       41,333.5       40,769.0
          Total assets                                        46,669.3       46,229.4       45,231.7       44,585.3       44,041.7
          Deposits                                            30,138.1       29,600.9       28,736.9       29,699.1       29,078.2
          Stockholders' equity                                 3,721.5        3,554.9        3,436.1        3,219.0        3,117.9
          Common shares (in thousands)
                Basic                                          342,184        339,974        338,650        336,822        336,477
                Diluted                                        346,541        344,048        341,728        338,448        337,832

SELECTED RATIOS:
          Return on average total assets                          1.21%          1.19%          1.16%          1.10%          1.10%
          Return on average stockholders' equity                 15.15          15.53          15.33          15.17          15.52
          Net interest margin (FTE)                               3.61           3.54           3.42           3.29           3.33
          Average equity to average assets                        7.97           7.69           7.60           7.22           7.08
          Non-interest expense as a percent
                of average total assets                           2.43           2.46           2.39           2.37           2.61
          Efficiency ratio                                       53.70          54.87          55.09          56.63          57.63
</TABLE>


                                       16
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   QUARTERS ENDED
                                                        ----------------------------------------------------------------------
                                                               SEPTEMBER 30, 2001                       JUNE 30, 2001
                                                        --------------------------------      --------------------------------
                                                                                   (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)                                           $32,428.4      $603.9      7.39%      $32,032.1      $631.1      7.90%
Available-for-sale securities:
   Taxable                                                8,727.2       143.3      6.56         7,886.2       131.9      6.76
   Non-taxable                                              377.3         6.5      6.90           364.5         6.8      7.59
Held-to-maturity securities:
   Taxable                                                1,122.8        20.5      7.26         1,931.4        33.5      6.95
   Non-taxable                                               61.7         1.5      9.44            70.4         1.6      9.16
Short-term investments                                      553.6        10.0      7.18           585.7        10.4      7.15
                                                        --------------------------------      --------------------------------
     Total interest-earning assets                      $43,271.0      $785.7      7.21%       42,870.3      $815.3      7.64%
Allowance for loan losses                                  (470.9)                               (461.6)
Other assets                                              3,869.2                               3,820.7
                                                        --------------------------------      --------------------------------
     Total assets                                       $46,669.3                             $46,229.4
                                                        ================================      ================================

LIABILITIES
Savings deposits                                        $ 2,104.6      $ 12.4      2.34%      $ 2,069.2      $ 13.9      2.69%
Interest-bearing demand deposits                          3,336.4        15.8      1.88         3,369.8        16.9      2.02
Time deposits                                            20,919.0       234.8      4.45        20,471.5       256.9      5.03
Short-term borrowings                                     6,745.4        58.3      3.43         7,045.4        76.0      4.33
Federal Home Loan Bank advances                           4,235.2        56.9      5.33         4,242.4        58.0      5.48
Long-term debt                                            1,047.4        14.4      5.46         1,053.3        16.1      6.11
                                                        --------------------------------      --------------------------------
     Total interest-bearing liabilities                  38,388.0      $392.6      4.06%       38,251.6      $437.8      4.59%
Non-interest bearing demand deposits                      3,778.2                               3,690.4
Other liabilities                                           781.6                                 732.5
Total liabilities                                        42,947.8                              42,674.5
STOCKHOLDERS' EQUITY                                      3,721.5                               3,554.9
                                                        --------------------------------      --------------------------------
     Total liabilities and stockholders' equity         $46,669.3                             $46,229.4
                                                        ================================      ================================
Net interest income                                                    $393.1                                $377.5
                                                        ================================      ================================
Net interest margin                                                                3.61%                                 3.54%
                                                        ================================      ================================
Net interest spread                                                                3.15%                                 3.05%
                                                        ================================      ================================
</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 $14.8 MILLION, $15.5 MILLION,
         $16.5 MILLION, $18.0 MILLION, AND $17.5 MILLION FOR THE FIVE QUARTERS
         ENDED SEPTEMBER 30, 2001, 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.


                                       17
<PAGE>

                                                                         TABLE 2

<TABLE>
<CAPTION>
                                                           QUARTERS ENDED
------------------------------------------------------------------------------------------------------------------------------------
            MARCH 31, 2001                                DECEMBER 31, 2000                              SEPTEMBER 30, 2000
--------------------------------------         --------------------------------------         --------------------------------------
                                 (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>
$31,564.7         $666.2         8.56%         $32,129.6         $714.9         8.85%         $32,034.7         $710.7         8.83%

  6,956.0          120.2         7.04            5,442.8           95.6         6.86            4,967.6           88.1         6.83
    336.0            6.4         7.73              325.9            6.3         7.58              332.7            6.5         7.56

  2,606.5           44.3         6.89            2,925.3           50.3         6.84            2,897.5           49.7         6.82
     73.3            1.7         9.29               75.9            1.8         9.31               76.7            1.8         9.49
    481.6            9.1         7.66              434.0            9.0         8.25              459.8            9.5         8.24
--------------------------------------         --------------------------------------         --------------------------------------
 42,018.1         $847.9         8.19%          41,333.5         $877.9         8.43%          40,769.0         $866.3         8.42%
   (451.3)                                        (452.9)                                        (455.5)
  3,664.9                                        3,704.7                                        3,728.2
--------------------------------------         --------------------------------------         --------------------------------------
$45,231.7                                      $44,585.3                                      $44,041.7
======================================         ======================================         ======================================

$ 1,948.8         $ 14.2         2.95%         $ 1,973.9         $ 14.9         3.00%         $ 2,070.8         $ 15.4         2.96%
  3,292.7           18.2         2.25            3,263.9           20.2         2.46            3,177.2           18.4         2.31
 19,992.3          284.0         5.76           20,874.3          320.5         6.11           20,245.7          303.4         5.96
  7,455.3          103.7         5.64            6,890.8          113.1         6.53            7,096.5          116.8         6.55
  3,816.3           54.9         5.84            2,971.8           47.3         6.33            3,039.4           49.0         6.42
  1,079.4           18.6         6.98            1,125.3           19.1         6.74            1,125.3           20.1         7.09
--------------------------------------         --------------------------------------         --------------------------------------
 37,584.8         $493.6         5.33%          37,100.0         $535.1         5.74%          36,754.9         $523.1         5.66%
  3,503.2                                        3,587.0                                        3,584.5
    707.6                                          679.3                                          584.4
 41,795.6                                       41,366.3                                       40,923.8
  3,436.1                                        3,219.0                                        3,117.9
--------------------------------------         --------------------------------------         --------------------------------------
$45,231.7                                      $44,585.3                                      $44,041.7
======================================         ======================================         ======================================
                  $354.3                                         $342.8                                         $343.2
======================================         ======================================         ======================================
                                  3.42%                                         3.29%                                          3.33%
======================================         ======================================         ======================================
                                  2.86%                                         2.69%                                          2.76%
======================================         ======================================         ======================================
</TABLE>


                                       18
<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 "Fed") 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 increased 28 basis points from the
third quarter of 2000 to 3.61% for the 2001 third quarter period. The net
interest spread between interest-earning assets and interest-bearing liabilities
increased 39 basis points from the third quarter of 2000 to 3.15%. Also, net
interest margin is up 7 basis points from the second quarter of 2001, while net
interest spread is up 10 basis points for the same period. During the first nine
months of 2001, the Fed lowered short-term interest rates a total of 350 basis
points on eight separate occasions. Economic indicators during 2001 have shown
signs of weakened growth in the economy; in fact, many believe that the economy
is currently in a recession. The Fed has enacted these interest rate decreases
to try to stimulate the economy and reverse this negative trend. The most recent
rate cut through the year ended September 30, 2001 came in the aftermath of the
terrorist attacks on New York and Washington D.C. on September 11, 2001. The
uncertainty surrounding these events and their effect on the economy may elicit
further rate cuts from the Fed in the near future. In fact, at the most recent
Federal Open Markets Committee meetings on October 3 and November 6, 2001, the
Fed decreased rates 50 basis points at each meeting. All of these interest rate
cuts have resulted in an improvement in the Company's net interest margin and
net interest spread during the third quarter and first nine months of 2001. The
Company has benefited from lower funding costs, which have repriced more quickly
downward than the Company's variable rate assets. The Company expects further
enhancement of its net interest margin throughout the remainder of 2001 and
2002.

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

PROVISION FOR LOAN LOSSES

         During the third quarter of 2001, the Company recorded a $30.4 million
provision for loan losses. This compares to a provision of $18.5 million for the
quarter ended September 30, 2000. For the nine- month period ended September 30,
2001 and 2000, the loss provision was $79.0 million and $73.3 million,
respectively. Provisions for loan losses are charged to income to bring the
allowance to a level deemed appropriate by Management based on the factors as
described in "Allowance for Loan Losses" later in Management's Discussion and
Analysis of Financial Condition and Results of Operations Earnings Summary.


                                       19
<PAGE>

NON-INTEREST INCOME

         Total non-interest income for the quarter ended September 30, 2001 was
$139.4 million, a decrease of $7.6 million or 5% over the same period in 2000.
For the nine-month period ended September 30, 2001, non-interest income was up
$30.7 million, or 8% from the comparable period in 2000. During the third
quarter of 2000, the Company had some one-time items included in non-interest
income that are discussed below. Excluding these items, non-interest income is
up for the third quarter and first nine months of 2001 by 11% and 15%,
respectively over the same periods in 2000.

         Service charges on deposit accounts, which represent the largest
portion of non-interest income, increased in the third quarter and first nine
months of 2001 by 9% and 10%, respectively from the comparable year-ago periods.
This increase is attributable to increases in the number of deposit accounts,
both through internal growth and acquisitions, and increases in certain service
charge rates. Mortgage banking operations income increased 14% and 35% for the
third quarter and nine-month period ended September 30, 2001, respectively,
compared to the same periods in 2000. Mortgage interest rates have declined
significantly during 2001, and this decline has contributed to greater loan
production and related income. Mortgage loans closed during the third quarters
of 2001 and 2000 were $957.0 million and $614.5 million, respectively. Fee
income related to Bank cards also increased in the third quarter and first nine
months of 2001 by 23% from the comparable year-ago periods. This increase is due
to increased volume and increases in certain service charges.

         Debit card fees increased in the third quarter and nine-month period
ended September 30, 2001 by 27% and 23%, respectively, compared to the same
periods in 2000. Growth in the demand for this product accounts for the
increase, which stems from both an increase in the number of customer accounts
with debit cards and increased usage of debit cards. Trust fees were flat in the
third quarter of 2001 when compared to the same period in 2000, and increased 2%
for the first nine months of 2001 when compared to the first nine months of
2000. Slower growth in trust fees is a result of declining market conditions
during the first nine months of 2001, since many trust fees are earned as a
percentage of the underlying market values of trust account assets. Investment
fee income increased 37% and 24% for the third quarter and nine months ended
September 30, 2001 compared to the same year-ago periods. This increase resulted
from an increase in the volume of business generated in the Capital Markets
area.

         Income from bank owned life insurance ("BOLI") for the third quarter of
2001 decreased 6% over the comparable year ago period. For the nine-month period
ended September 30, 2001, income from bank owned life insurance was up 8% from
the comparable period in 2000. Sales of loans during the three and nine month
periods ended September 30, 2001 resulted in gains of approximately $5.9 million
and $12.0 million, respectively. Securities gains were $0.6 million in the third
quarter of 2001 and $2.5 million in the first nine months of 2001. In addition,
during the third quarter of 2000, the Company partially restructured its
available-for-sale securities portfolio, resulting in a charge to income of
approximately $10.9 million. Funds received from the sales of the securities in
the restructuring were reinvested in securities at higher yields.

         During the third quarter of 2000, the Company completed the sale of
approximately half of its $10 billion mortgage-servicing portfolio, resulting in
a pre-tax gain of $32.3 million. This sale included a large portion of the
servicing portfolio of loans serviced for third party investors. The timing of
this sale resulted in favorable pricing for servicing assets, while at the same
time reducing the Company's exposure to impairment of servicing assets, which
was experienced by many institutions in the mortgage banking industry during the
last period of historically low interest rates.

         There were no other significant non-recurring non-interest income items
recorded in the first nine months of 2001 or 2000.


                                       20
<PAGE>

NON-INTEREST INCOME                                                     TABLE 3
(In millions)

<TABLE>
<CAPTION>
                                                                                     Quarters Ended
                                                           -------------------------------------------------------------------
                                                                           2001                                  2000
                                                           ------------------------------------         ----------------------
                                                           Sept 30        Jun 30         Mar 31         Dec 31         Sept 30
                                                           -------        ------         ------         ------         -------
<S>                                                        <C>            <C>            <C>            <C>            <C>
Service charges on deposit accounts                        $ 60.2         $ 58.5         $ 53.7         $ 55.7         $ 55.4
Mortgage banking operations                                  11.8           13.6           13.0            9.7           10.3
Bank card fees                                               10.7           10.7            9.3            8.8            8.8
Debit card fees                                               8.3            7.8            7.0            7.0            6.6
Trust fees                                                    7.9            8.5            7.7            8.5            7.9
Investment fees                                              13.6           11.2           11.2           10.4            9.9
Bank owned life insurance                                    12.7           12.7           16.2           12.4           13.4
Gains on loans held-for-sale, net                             5.9            4.2            1.9            3.5            2.9
Securities gains (losses)                                     0.6            1.9            0.0            0.0          (11.6)
Other                                                         7.7           11.4           10.4           10.1           43.4
                                                           ------         ------         ------         ------         ------
     Total                                                 $139.4         $140.5         $130.4         $126.1         $147.0
                                                           ======         ======         ======         ======         ======
</TABLE>

NON-INTEREST EXPENSE

         Total non-interest expense increased 1% to $285.6 million in the third
quarter of 2001 as compared to the same period in 2000. For the nine-month
period ended September 30, 2001, total non-interest expense increased 2% from
the same period in 2000 to $835.8 million. During the third quarter of 2000, the
Company incurred some one-time charges that are discussed below. Excluding these
charges, non-interest expense is up 7% and 5% for third quarter and nine months
ended September 30, 2001, respectively, over the same periods in 2000.

         Salaries and employee benefits expense is the largest component of
non-interest expense, accounting for $168.1 million or 58.9% of all non-interest
expense for the quarter ended September 30, 2001 and $479.7 million or 57.4% for
the nine months ended September 30, 2001. Salary and employee benefits expense
increased during the third quarter and first nine months of 2001 by 16%, and
11%, respectively, over the same year-ago periods. These increases were driven
by annual merit and incentive increases, a 5% increase in the number of
full-time equivalent employees, and increases in certain employee benefit costs.

         Occupancy expense also increased in the third quarter and first nine
months of 2001 by 6% and 7%, respectively, compared to same periods in 2000.
This increase is attributable to a higher number of banking offices as well as
increased rental expense rates on leased properties as of September 30, 2001
compared to September 30, 2000. Equipment expense, however, was down 31% and 20%
for the three and nine-month periods ended September 30, 2001, respectively,
compared to the same year-ago periods. This decrease was a result in part of a
one-time charge of approximately $4.9 million in the third quarter of 2000
related to equipment that had become impaired due to changing technology, as
well as certain accrual adjustments made during 2001.


                                       21
<PAGE>

         Data Processing expense decreased 37% during the quarter ended
September 30, 2001 when compared to the same period in 2000, while for the
nine-month period ended September 30, 2001, the decrease was 12% over the same
year-ago period. During the third quarter of 2000, the Company had a one-time
charge of approximately $6.6 million related to software that had become
impaired due to changing technology. For the three and nine months ended
September 30, 2001, communications expense increased 9% and 2%, respectively,
over the same periods in 2000. This increase is attributable to a higher number
of banking offices in 2001 when compared to 2000. Expense for professional
services for the third quarter and first nine months of 2001 decreased 2% and
3%, respectively over the same periods a year ago.

         Goodwill and core deposit amortization for the third quarter and
nine-month period ended September 30, 2001 decreased 50% and 29%, respectively,
over the same periods in 2000. During the third quarter of 2000, the Company
recorded an impairment charge of $10 million related to core deposit intangible
assets associated with previous deposit acquisitions. The deposits experienced
greater than originally projected run-off due to higher than projected retention
costs that the Company was unwilling to incur.

         Beginning January 1, 2002, the Company will cease amortization of
goodwill as provided in SFAS 142, Goodwill and Other Intangible Assets, which
will be adopted as of that date. In lieu of amortization, goodwill will be
periodically tested for impairment, also as required by this new Statement. See
Note A to the Consolidated Condensed Financial Statements (Unaudited) for more
information regarding SFAS 142 and the expected impact to the Company's
financial statements.

         The efficiency ratio, a measure of non-interest expense to net interest
income plus non-interest income, was 53.70% and 54.53% for the three and
nine-month periods ended September 30, 2001, respectively. The efficiency ratio
for the three and nine-month periods ended September 30, 2000 was 57.63% and
56.74%, respectively.

         There were no other significant non-recurring non-interest expense
items recorded in the first nine months of 2001 or 2000.


NON-INTEREST EXPENSE                                                    TABLE 4
(In millions)

<TABLE>
<CAPTION>
                                                                                     Quarters Ended
                                                           -------------------------------------------------------------------
                                                                           2001                                  2000
                                                           ------------------------------------         ----------------------
                                                           Sept 30        Jun 30         Mar 31         Dec 31         Sept 30
                                                           -------        ------         ------         ------         -------
<S>                                                        <C>            <C>            <C>            <C>            <C>
Salaries and employee benefits                             $168.1         $159.5         $152.1         $141.4         $145.1
Net occupancy                                                25.2           25.3           24.3           23.7           23.8
Equipment                                                    15.6           16.2           14.5           16.2           22.5
Data processing                                               9.3            8.9            8.0            8.4           14.8
Professional services                                        10.2           12.9            9.9           12.7           10.4
Communications                                               13.7           13.0           12.9           12.7           12.6
Goodwill and core deposit amortization                       10.0           10.0            9.6            9.6           20.2
Other                                                        33.5           37.4           35.7           40.9           39.8
                                                           ------         ------         ------         ------         ------
     Total                                                 $285.6         $283.2         $267.0         $265.6         $289.2
                                                           ======         ======         ======         ======         ======
</TABLE>


                                       22
<PAGE>

INCOME TAX EXPENSE

         Income tax expense for the third quarter of 2001 was $71.1 million for
an effective tax rate of 33.4% compared to $57.2 million or an effective rate of
32.0% in the third quarter of 2000. For the nine months ended September 30,
2001, income tax expense was $200.6 million for an effective tax rate of 32.9%
compared to tax expense of $171.5 million and an effective tax rate of 32.3%
during the first nine months of 2000. The statutory federal income tax rate was
35% in 2001 and 2000.


LOANS

         Loans, net of unearned income at September 30, 2001 were $32,813.2
million, an increase of $1,417.0 million over the December 31, 2000 level. Of
the total increase, $751.6 million was obtained in acquisitions. Internal growth
accounted for the remaining $665.4 million of the increase. Demand for loans has
slowed down in recent quarters, partially as a result of the general slowdown in
the economy. The Company is originating more variable-rate commercial loans than
in the past as part of its asset/liability management strategy. Also, the
Company is experiencing loan run-off in certain consumer lending areas in which
the Company is no longer originating new loans such as indirect auto lending and
manufactured housing. This trend of slower growth may continue in the near
future, given the uncertainty in the economy at this time. However, the recent
interest rate cuts by the Fed could somewhat mitigate this trend.

         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 $2,487.0 million during the nine-month
period ended September 30, 2001.


LOAN PORTFOLIO                                                           TABLE 5
(In millions)

<TABLE>
<CAPTION>
                                                                                     Quarters Ended
                                                        -------------------------------------------------------------------------
                                                                           2001                                    2000
                                                        -----------------------------------------       -------------------------
                                                         Sept 30          Jun 30         Mar 31          Dec 31          Sept 30
                                                        ---------       ---------       ---------       ---------       ---------
<S>                                                           <C>             <C>             <C>             <C>             <C>
Commercial, financial and agricultural                  $12,674.9       $12,571.8       $12,541.6       $12,315.5       $11,899.7
Real estate construction                                  4,269.9         4,058.9         3,793.0         4,162.6         3,929.7
Commercial real estate mortgage                           7,004.0         6,981.9         7,124.6         6,572.9         6,664.1
Residential real estate mortgage                          6,030.3         5,732.7         5,549.1         5,380.6         6,559.3
Loans to individuals                                      3,087.2         3,182.0         3,234.6         3,265.3         3,299.9
                                                        ---------       ---------       ---------       ---------       ---------
                                                         33,066.3        32,527.3        32,242.9        31,696.9        32,352.7
Unearned income                                            (253.1)         (284.7)         (279.2)         (300.7)         (285.7)
                                                        ---------       ---------       ---------       ---------       ---------
Loans, net of unearned income                            32,813.2        32,242.6        31,963.7        31,396.2        32,067.0
Allowance for loan losses                                  (471.1)         (462.9)         (460.4)         (450.4)         (451.7)
                                                        ---------       ---------       ---------       ---------       ---------
Net loans                                               $32,342.1       $31,779.7       $31,503.3       $30,945.8       $31,615.3
                                                        =========       =========       =========       =========       =========
</TABLE>


                                       23
<PAGE>

ALLOWANCE FOR LOAN LOSSES

         The Company maintains an allowance for loan losses to absorb losses
inherent in the loan portfolio. The allowance is based upon Management's
estimated range of those losses. Actual losses for these loans can vary
significantly from this estimate. The State Banking Department of the State of
Alabama regulates the Company's subsidiary bank. 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.

         Loans are separated by internal risk ratings into two categories for
assessment of their estimated allowance level needs; Non-problem and Watch-list.
The allowance for 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 a migration analysis or an average of the last four years' loss
experience, both of which are specific to Watch-list loans. The migration
analysis is performed periodically and measures losses in relation to the
internal risk ratings assigned to loans. Additionally, certain Watch-list loans
(generally large commercial credits) are specifically reviewed. The specific
review considers estimates of future cash flows, fair values of collateral and
other indicators of the borrowers' ability to repay the loan.

         In addition to the above, the Company considers other risk elements in
establishing the reserve for both Non-problem and Watch-list loans. These risk
elements are based on Management's evaluation of various conditions that affect
inherent losses, which are not directly measured by applying the historical or
migration loss rates. Also, in most cases, the impact of these risk elements has
not yet been reflected in the level of non-performing loans or in the internal
risk grading process. Evaluation of these elements involves a higher degree of
uncertainty since they are not directly associated with specific problem
credits. These elements are discussed below.

         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 lead
to increased losses, which are not realized until after period end.
Additionally, loans acquired through the various business combinations carry
additional credit risk due to uncertainties associated with the underwriting
process and deviations from the Company's credit underwriting standards at the
acquired institutions. 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 that guides the manner in
which loans are


                                       24
<PAGE>

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 September 30, 2001
totaled $151.9 million, and the allowance allocated to Non-problem loans totaled
$319.2 million. Based on the methodology outlined above, the total allowance for
loan losses was $471.1 million at September 30, 2001 and $450.3 million at
December 31, 2000. As a percentage of outstanding loans, the total allowance for
loan losses was 1.44%, compared to the December 31, 2000 level of 1.43%. Net
charge-offs during the three months ended September 30, 2001 totaled $29.7
million or 0.36% of average net loans on an annualized basis, an increase of
$6.9 million from the 2000 third quarter. Net charge-offs for the nine-month
period ended September 30, 2001 were $75.8 million or 0.32% of average net loans
on an annualized basis, compared to $69.4 million for the same period a year
ago.


ALLOWANCE FOR LOAN LOSSES                                                TABLE 6
(In thousands)

<TABLE>
<CAPTION>
                                                                                          Quarters Ended
                                                                  ----------------------------------------------------------------
                                                                                  2001                               2000
                                                                 -------------------------------------     -----------------------
                                                                  Sept 30        Jun 30        Mar 31        Dec 31       Sept 30
                                                                 ---------     ---------     ---------     ---------     ---------
<S>                                                              <C>           <C>           <C>           <C>           <C>
Balance beginning of quarter                                     $ 462,905     $ 460,451     $ 450,348     $ 451,742     $ 456,089
Loans charged-off:
            Commercial, financial and agricultural                  18,374        12,311        12,338        11,828        14,949
            Real estate construction                                    15             0             0            34             0
            Commercial real estate mortgage                             37           439         1,151           143            48
            Residential real estate mortgage                         2,577         1,995         1,871         1,933         1,663
            Loans to individuals                                    11,774        12,236        10,697        12,870         9,503
                                                                 ---------     ---------     ---------     ---------     ---------
                               Total charge-offs                    32,777        26,981        26,057        26,808        26,163
                                                                 =========     =========     =========     =========     =========
Recoveries of loans previously charged-off:
            Commercial, financial and agricultural                     956         1,207           859           447         1,010
            Real estate construction                                     1            19             0             0             0
            Commercial real estate mortgage                             13             1             0             0            21
            Residential real estate mortgage                           326           495           366           592           489
            Loans to individuals                                     1,787         1,965         2,017         2,017         1,843
                                                                 ---------     ---------     ---------     ---------     ---------
                               Total recoveries                      3,083         3,687         3,242         3,056         3,363
                                                                 =========     =========     =========     =========     =========
Net loans charged-off                                               29,694        23,294        22,815        23,752        22,800
Additions to allowance charged to expense                           30,400        25,748        22,811        19,530        18,453
Subsidiaries' allowance at date of purchase                          7,522             0        10,107         2,828             0
                                                                 ---------     ---------     ---------     ---------     ---------
Balance at end of quarter                                        $471,133      $ 462,905     $ 460,451     $ 450,348     $ 451,742
                                                                 =========     =========     =========     =========     =========

(In millions)
Loans outstanding at quarter end,
            net of unearned income                               $32,813.2     $32,242.6     $31,963.7     $31,396.2     $32,067.0
Average loans outstanding,
            net of unearned income                               $32,428.4     $32,032.1     $31,564.7     $32,129.6     $32,034.7
Ratios:
            Allowance to net loans outstanding                        1.44%         1.44%         1.44%         1.43%         1.41%
            Net loans charged-off to average net loans                0.36          0.29          0.29          0.29          0.28
            Provision for loan losses to net charge-offs            102.38        110.53         99.98         82.22         80.93
            Provision for loan losses to average net loans            0.37          0.32          0.29          0.24          0.23
</TABLE>


                                       25
<PAGE>

NON-PERFORMING ASSETS

         Non-performing assets, which include non-accrual and restructured
loans, other real estate owned and other repossessed assets were $274.3 million
at September 30, 2001, an increase of $65.5 million from December 31, 2000. The
ratio of non-performing assets to total loans plus other non-performing assets
was 0.83% at September 30, 2001, while the allowance to non-performing loans
ratio was 211.07% for the same period. The level of non-performing assets since
December 31, 2000 has risen modestly given the current economic environment. The
Company has historically maintained high credit underwriting standards, and
expects any upward trend in non-performing assets due to economic conditions to
be minimal.

NON-PERFORMING ASSETS                                                    TABLE 7
(Dollars in millions)

<TABLE>
<CAPTION>
                                                                                               Quarters Ended
                                                                            -------------------------------------------------------
                                                                                        2001                          2000
                                                                            ------------------------------      -------------------
                                                                            Sept 30     Jun 30      Mar 31      Dec 31      Sept 30
                                                                            -------     ------      ------      ------      -------
<S>                                                                         <C>         <C>         <C>         <C>         <C>
Non-performing loans
            Commercial, financial, and agricultural                         $152.8      $160.7      $146.5      $124.9      $120.9
            Real estate construction                                          31.0        22.1        11.6         3.3         4.3
            Commercial real estate mortgage                                    5.9         2.5         2.6         6.5         2.9
            Residential real estate mortgage                                  21.5        17.5        20.7        17.8        20.4
            Loans to individuals                                              12.0         9.8        10.4         9.8        11.1
                                                                            ------      ------      ------      ------      ------
                      Total non-performing loans                             223.2       212.6       191.8       162.3       159.6
                                                                            ------      ------      ------      ------      ------
Other real estate owned                                                       42.4        37.5        33.1        38.2        30.7
Other repossessed assets                                                       8.7         8.8         9.5         8.3         8.5
                                                                            ------      ------      ------      ------      ------
                      Total non-performing assets                           $274.3      $258.9      $234.4      $208.8      $198.8
                                                                            ======      ======      ======      ======      ======

Accruing loans past due 90 days or more                                     $ 66.6      $ 65.9      $ 69.3      $ 59.2      $ 53.2
Ratios:
            Non-performing loans to total loans                               0.68%       0.66%       0.60%       0.52%       0.50%
            Non-performing assets to total loans
                      plus other non-performing assets                        0.83        0.80        0.73        0.66        0.62
            Non-performing assets and accruing loans
                      90 days or more past due to total loans
                      plus other non-performing assets                        1.04        1.01        0.95        0.85        0.79
            Allowance to non-performing loans                               211.07      217.79      240.04      277.46      283.09
</TABLE>


                                       26
<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 carried at fair
value. Unrealized gains and losses on available-for-sale securities are excluded
from earnings and are reported net of deferred taxes as 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 $281.8 million since December 31, 2000.
Securities obtained through the acquisition of other financial institutions were
$201 million during the first nine months of 2001.

         During the first nine months of 2001, the Company experienced calls of
both available-for-sale and held-to-maturity U.S. Government agency securities
of approximately $4.5 billion as a result of significant changes in market
interest rates. Funds received from these calls were reinvested primarily in
mortgage-backed pass-through securities, which the Company has classified as
available-for-sale. Additional calls of U.S. Government agency securities are
possible given the current and expected rate environment; however, the volume of
calls will be much lower given the relatively low remaining investment in these
securities. The rates received on the reinvested funds have been and are
expected to continue to be substantially similar to the rates paid on the
securities that were called.


                                       27
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                 Available-for-Sale Securities
                                                                   ---------------------------------------------------------
                                                                      September 30, 2001               December 31, 2000
                                                                   -------------------------       -------------------------
                                                                   Amortized          Fair         Amortized          Fair
(DOLLARS IN MILLIONS)                                                 Cost            Value           Cost           Value
                                                                   ---------        --------       ---------        --------
<S>                                                                <C>              <C>            <C>              <C>
U.S. Treasury securities                                            $   48.9        $   49.7        $   69.7        $   70.3
U.S. Government agency securities                                      164.6           169.3         2,248.0         2,223.2
Collateralized mortgage obligations
   and mortgage-backed securities                                    8,485.2         8,712.3         4,082.1         4,087.8
Obligations of states and political
   subdivisions                                                        296.8           304.4           279.2           280.1
Other debt securities                                                   74.5            75.2            58.7            56.4
Equity securities                                                      358.0           357.9           260.8           260.7
                                                                    --------        --------        --------        --------
     Total                                                          $9,428.0        $9,668.8        $6,998.5        $6,978.5
                                                                    ========        ========        ========        ========

<CAPTION>

                                                                                  Held-to-Maturity Securities
                                                                   ---------------------------------------------------------
                                                                      September 30, 2001               December 31, 2000
                                                                   -------------------------       -------------------------
                                                                   Amortized          Fair         Amortized          Fair
(DOLLARS IN MILLIONS)                                                 Cost            Value           Cost           Value
                                                                   ---------        --------       ---------        --------
<S>                                                                <C>              <C>            <C>              <C>
U.S. Treasury securities                                            $    2.5        $    2.6        $    3.3        $    3.3
U.S. Government agency securities                                       44.0            45.0         2,345.8         2,325.3
Collateralized mortgage obligations
   and mortgage-backed securities                                      358.4           373.1           450.5           455.4
Obligations of states and political
   subdivisions                                                         57.9            62.2            75.0            78.5
Other debt securities                                                  155.3           160.6           152.0           146.3
                                                                    --------        --------        --------        --------
     Total                                                          $  618.1        $  643.5        $3,026.6        $3,008.8
                                                                    ========        ========        ========        ========
</TABLE>

SHORT-TERM INVESTMENTS

         Short-term investments at September 30, 2001 totaled $594.3 million,
reflecting an increase of $135.6 million from the December 31, 2000 level of
$458.7 million. At September 30, 2001, short-term investments consisted of $20.7
million in federal funds sold and securities purchased under resale agreements,
$3.3 million in time deposits with other banks, $118.9 million in trading
securities and $451.4 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'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.


                                       28
<PAGE>

FUNDING

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

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

         Deposits are the Company's primary source of funding. Total deposits at
September 30, 2001 were $30,038.3 million, down $664.2 million or 2.2% from the
December 31, 2000 level of $30,702.5 million. Of this decrease, $2,263 million
is from wholesale funding sources, while core deposits, defined as demand
deposits and time deposits less that $100,000, increased $1,598.8 million. In
the first nine months of 2001, $903.8 million of deposits were obtained in
acquisitions, while the fair value of deposits hedged increased $59.1 million.
At September 30, 2001 total deposits included interest-bearing deposits of
$26,148.8 million and other deposits of $3,889.5 million.

         Short-term borrowings at September 30, 2001 were $7,182.3 million and
included federal funds purchased of $4,879.9 million, securities sold under
agreements to repurchase of $2,221.9 million and other borrowed funds of $80.5
million. At September 30, 2001 total short-term borrowings were 15.2% of total
liabilities and stockholders' equity. This compares to total short-term
borrowings of $6,289.7 million or 13.9% of total liabilities and stockholders'
equity at December 31, 2000.

         FHLB advances totaled $4,221.2 million at September 30, 2001. The
current quarter end balance is up $1,168.4 million from the level outstanding at
December 31, 2000. The Company uses FHLB advances as an alternative to other
funding sources with similar maturities. They are also flexible, allowing the
Company to quickly obtain the necessary maturities and rates that best suit its
overall asset/liability management strategy.

         At September 30, 2001 and December 31, 2000, total long-term debt was
$1,071.1 million and $1,125.3 million, respectively. During the first nine
months of 2001, $98.8 million of Bank Notes were called, the fair value
adjustment related to long-term debt hedged increased $44.7 million, and other
redemptions totaled $0.1 million. There are no scheduled maturities of long-term
debt through 2002.


                                       29
<PAGE>

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.

         The September 30, 2001 Tier 1 and Total capital to risk weighted assets
were 7.75% and 11.06%, respectively, compared to the December 31, 2000 ratios of
7.42% and 10.98%.

CAPITAL RATIOS                                                           TABLE 9
(DOLLARS IN MILLIONS)


<TABLE>
<CAPTION>
                                                                                          Quarters Ended
                                                        ------------------------------------------------------------------------
                                                                          2001                                   2000
                                                        ----------------------------------------       -------------------------
                                                        Sept 30         Jun 30          Mar 31          Dec 31          Sept 30
                                                        --------       ---------       ---------       ---------       ---------
<S>                                                     <C>            <C>             <C>             <C>             <C>
Tier 1 capital:
   Stockholders' equity                                 $3,900.1       $ 3,599.6       $ 3,530.6       $ 3,352.5       $ 3,189.7
   Intangible assets other than
        servicing rights                                  (666.1)         (601.3)         (610.4)         (580.2)         (589.7)
   Accumulated other
     comprehensive (income) loss                          (204.0)          (50.7)          (72.5)           12.2            86.8
                                                        --------       ---------       ---------       ---------       ---------
        Total Tier 1 capital                             3,030.0         2,947.6         2,847.7         2,784.5         2,686.8
                                                        --------       ---------       ---------       ---------       ---------
Tier 2 capital:
   Allowable reserve for loan losses                       471.1           462.9           460.4           450.3           451.7
   Allowable long-term debt                                825.0           825.0           885.0           885.0           885.0
                                                        --------       ---------       ---------       ---------       ---------
        Total Tier 2 capital                             1,296.1         1,287.9         1,345.4         1,335.3         1,336.7
                                                        --------       ---------       ---------       ---------       ---------
        Total risk-based capital                        $4,326.1       $ 4,235.5       $ 4,193.1       $ 4,119.8       $ 4,023.5
                                                        ========       =========       =========       =========       =========
Risk-weighted assets                                    $39,120.8      $38,748.2       $38,164.1       $37,531.4       $37,175.9
Risk-based ratios:
   Tier 1 capital                                           7.75%           7.61%           7.46%           7.42%           7.22%
   Total capital                                           11.06           10.93           10.99           10.98           10.82
Leverage ratio                                              6.59            6.46            6.38            6.33            6.18
</TABLE>


                                       30
<PAGE>

COMMITMENTS

         The Company's subsidiary bank had standby letters of credit outstanding
of approximately $984.4 million at September 30, 2001 and $941.3 million at
December 31, 2000.

         The Company's subsidiary bank had outstanding commitments to extend
credit of approximately $11,997.5 million at September 30, 2001 and $10,948.2
million at December 31, 2000. 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 mortgage banking subsidiary had outstanding commitments
to sell mortgage loans and mortgage-backed securities of approximately $436.5
million at September 30, 2001 and $206.8 million at December 31, 2000.

         The Company's policies as to collateral and assumption of credit risk
for off-balance sheet commitments are essentially the same as those for
extension of credit to its customers.

         Presently the Company has no commitments for significant capital
expenditures.

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. Changes in the
preceding assumption will cause these results to change. As of September 30,
2001, a parallel increase in interest rates of 100 basis points would decrease
net interest income by $3.9 million or 23 basis points, while a parallel
decrease in interest rates of 100 basis points would increase net interest
income by $18.3 million or 106 basis points.

DERIVATIVE FINANCIAL INSTRUMENTS

         The Company has entered into interest rate swap agreements, which
provide for the Company to pay interest based on the Floating London Interbank
Offered Rate ("LIBOR") while receiving payments on a fixed rate. Interest rate
swaps are recorded on the balance sheet at fair value, which is obtained through
quoted market prices, or when such quotes are unavailable, is estimated by
discounting future cash flows based on current market rates. Interest rate swaps
that represent end-user activities are designated as fair value hedges of
fixed-rate deposit liabilities and long-term debt, and cash flow hedges of
floating-rate LIBOR loans. Credit risk represents the potential loss of the net
accrued receivable that may occur due to the nonperformance by a party to a
contract. The Company controls credit risk for interest rate swap contracts 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.


                                       31
<PAGE>

INTEREST RATE SWAPS                                                     TABLE 10
September 30, 2001
(Dollars in millions)

<TABLE>
<CAPTION>
                                                                    Average                       Average
                                   Notional           Fair          Maturity      Average           Rate
                                     Value           Value         In Months     Rate Paid        Received
                                   --------          ------        ---------     ---------        --------
<S>                                <C>               <C>           <C>           <C>              <C>
Gain position                      $2,184.5          $145.9          36.6            4.84%           7.00%

Loss position                           0.0             0.0           0.0            0.00            0.00
                                   --------          ------          ----          ------          ------
   Total                           $2,184.5          $145.9          36.6            4.84%           7.00%
                                   ========          ======          ====          ======          ======
</TABLE>

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.


                                       32
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
         Exhibits
         <S>        <C>        <C>
         *          3(i)       Composite Restated Certificate of Incorporation of SouthTrust
                               Corporation which was filed as Exhibit 3 to SouthTrust
                               Corporation's Registration Statement on Form S-3 (Registration
                               No. 333-34947).

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

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

         *          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 of 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).

                    *          Incorporated herein by reference

         (b)        Reports on Form 8-K filed in the third quarter of 2001: none.
</TABLE>


                                       33
<PAGE>

         SIGNATURES

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

                                                 SOUTHTRUST CORPORATION


Date:    November 14, 2001                   /s/ Wallace D. Malone, Jr.
                                           -----------------------------------
                                                  Wallace D. Malone, Jr.
                                                   Chairman and Chief
                                                    Executive Officer


Date:    November 14, 2001                   /s/ Alton E. Yother
                                           -----------------------------------
                                                    Alton E. Yother
                                                Executive Vice President
                                           Secretary, Treasurer and Controller


                                       34