<PAGE>

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

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

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

                          Commission File Number 0-3613

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

                 DELAWARE                                  63-0574085

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

       420 NORTH 20TH STREET, BIRMINGHAM, ALABAMA            35203

        (Address of principal executive offices)          (Zip Code)

                                 (205) 254-5000

              (Registrant's telephone number, including area code)

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

         Yes [X]         No[ ]

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

         Yes [X]         No[ ]

         At April 30, 2004, there were 329,784,384 shares of the Registrant's
         Common Stock, $2.50 par value outstanding.

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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Statement Description                                                  Page(s)
------------------------------------------------------------------------------
<S>                                                                    <C>
Consolidated Condensed Balance Sheets (Unaudited)
         March 31, 2004, December 31, 2003 and
         March 31, 2003                                                 3

Consolidated Condensed Statements of Income (Unaudited)
         Three months ended March 31, 2004 and 2003                     4

Consolidated Condensed Statements of Stockholders' Equity
  and Comprehensive Income (Unaudited)
         Three months ended March 31, 2004 and 2003                     5

Consolidated Condensed Statements of Cash Flows (Unaudited)
         Three months ended March 31, 2004 and 2003                     6

Notes to Consolidated Condensed Financial Statements (Unaudited)
         Three months ended March 31, 2004 and 2003                     7-14


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS
                  and
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     15-32

ITEM 4.  CONTROLS AND PROCEDURES                                        33
</TABLE>

                                        2

<PAGE>

                             SOUTHTRUST CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         MARCH 31          DECEMBER 31         MARCH 31
(In Thousands, except share data)                          2004               2003               2003
                                                      ---------------    ---------------    ---------------
<S>                                                   <C>                <C>                <C>
ASSETS
  Cash and due from banks                             $     1,393,577    $     1,061,502    $     1,128,132
  Short-term investments:
    Federal funds sold                                        151,567            219,177              1,320
    Interest-bearing deposits in other banks                    6,158              6,253              7,143
    Trading securities                                        120,905             67,110             73,780
    Loans held for sale                                       596,881            532,702            894,018
                                                      ---------------    ---------------    ---------------
         Total short-term investments                         875,511            825,242            976,261
  Available-for-sale securities                            11,169,715         11,425,935         11,343,160
  Held-to-maturity securities (1)                             222,952            231,731            306,350
  Loans                                                    36,121,925         35,511,436         34,677,606
  Less:
    Unearned income                                           229,806            231,243            237,244
    Allowance for loan losses                                 501,215            501,208            499,452
                                                      ---------------    ---------------    ---------------
         Net loans                                         35,390,904         34,778,985         33,940,910
  Premises and equipment, net                                 955,027            937,263            916,367
  Goodwill and core deposit intangible assets                 796,305            799,478            794,469
  Bank owned life insurance                                 1,036,085          1,028,501            995,419
  Other assets                                                832,865            836,251            947,544
                                                      ---------------    ---------------    ---------------
         Total assets                                 $    52,672,941    $    51,924,888    $    51,348,612
                                                      ===============    ===============    ===============
LIABILITIES
  Deposits:
    Interest-bearing                                  $    29,453,792    $    29,372,623    $    27,390,801
    Non-interest-bearing                                    6,061,147          5,373,974          4,921,963
                                                      ---------------    ---------------    ---------------
         Total deposits                                    35,514,939         34,746,597         32,312,764
  Federal funds purchased and securities sold
    under agreements to repurchase                          5,013,288          5,777,333          6,446,351
  Other short-term borrowings                                  61,309             97,538            372,935
  Federal Home Loan Bank advances                           3,780,785          3,580,817          4,220,914
  Long-term debt                                            2,856,481          2,506,904          2,329,028
  Other liabilities                                           948,903            855,861          1,143,554
                                                      ---------------    ---------------    ---------------
         Total liabilities                                 48,175,705         47,565,050         46,825,546
STOCKHOLDERS' EQUITY
   Preferred stock, par value $1.00 a share(2)                      -                  -                  -
   Common stock, par value $2.50 a share(3)                   894,939            892,460            891,301
   Capital surplus                                            631,879            618,954            613,973
   Retained earnings                                        3,503,571          3,399,872          3,078,313
   Accumulated other comprehensive income, net                195,750            130,030            270,428
   Treasury stock, at cost (4)                               (728,903)          (681,478)          (330,949)
                                                      ---------------    ---------------    ---------------
         Total stockholders' equity                         4,497,236          4,359,838          4,523,066
                                                      ---------------    ---------------    ---------------
         Total liabilities and stockholders' equity   $    52,672,941    $    51,924,888    $    51,348,612
                                                      ===============    ===============    ===============
(1) Held-to-maturity securities-fair value            $       252,267    $       258,872    $       337,040
(2) Preferred shares authorized                             5,000,000          5,000,000          5,000,000
    Preferred shares issued                                         -                  -                  -
(3) Common shares authorized                            1,000,000,000      1,000,000,000      1,000,000,000
    Common shares issued                                  357,975,648        356,983,844        356,520,441
(4) Treasury shares of common stock                        28,155,096         26,741,266         14,638,054
</TABLE>

            See Notes to Consolidated Condensed Financial Statements

                                        3

<PAGE>

                             SOUTHTRUST CORPORATION
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED
                                                      MARCH 31
                                              -----------------------
   (In Thousands, except per share data)         2004         2003
                                              ----------   ----------
<S>                                           <C>          <C>
INTEREST INCOME
  Loans and leases, including fees            $  415,839   $  445,189
  Available-for-sale securities                  136,949      148,966
  Held-to-maturity securities                      4,092        5,994
  Short-term investments                           8,148       14,446
                                              ----------   ----------
      Total interest income                      565,028      614,595
                                              ----------   ----------
INTEREST EXPENSE
  Deposits                                        99,136      121,701
  Short-term borrowings                            9,545       16,953
  Federal Home Loan Bank advances                 31,394       45,301
  Long-term debt                                  14,995       15,422
                                              ----------   ----------
      Total interest expense                     155,070      199,377
                                              ----------   ----------
      Net interest income                        409,958      415,218
      Provision for loan losses                   27,522       29,400
                                              ----------   ----------
    NET INTEREST INCOME AFTER PROVISION FOR
        LOAN LOSSES                              382,436      385,818
NON-INTEREST INCOME
  Service charges on deposit accounts             72,404       70,788
  Mortgage banking operations                      6,649       17,166
  Bank card fees                                  11,635       10,404
  Debit card fees                                 10,430       10,463
  Trust fees                                       8,210        7,423
  Investment fees                                 16,112       16,151
  Bank owned life insurance                       14,226       16,116
  Securities gains (losses), net                   2,933       (1,096)
  Other                                           23,775       15,816
                                              ----------   ----------
      Total non-interest income                  166,374      163,231
                                              ----------   ----------
NON-INTEREST EXPENSE
  Salaries and employee benefits                 175,521      180,460
  Net occupancy                                   27,178       25,986
  Equipment                                       14,798       15,935
  Professional services                           14,496       13,502
  Data processing                                 11,035       11,693
  Communications                                  11,641       12,245
  Other                                           30,685       38,206
                                              ----------   ----------
      Total non-interest expense                 285,354      298,027
                                              ----------   ----------
Income before income taxes                       263,456      251,022
Income tax expense                                80,499       79,677
                                              ----------   ----------
        NET INCOME                            $  182,957   $  171,345
                                              ==========   ==========
Average shares outstanding - basic               331,027      345,514
Average shares outstanding - diluted             335,251      350,494
Net income per share - basic                  $     0.55   $     0.50
Net income per share - diluted                      0.55         0.49
Dividends declared per share                        0.24         0.21
</TABLE>

            See Notes to Consolidated Condensed Financial Statements

                                        4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                             ACCUMULATED
                                                   COMMON STOCK                                 OTHER
                                              ----------------------   CAPITAL   RETAINED   COMPREHENSIVE  TREASURY
                                                SHARES       AMOUNT    SURPLUS   EARNINGS       INCOME       STOCK       TOTAL
                                              -----------   --------  --------  ----------  -------------  ---------  ------------
<S>                                           <C>           <C>       <C>       <C>         <C>            <C>        <C>
BALANCE AT JANUARY 1, 2003                    346,924,166   $889,450  $604,034  $2,979,822    $ 334,928    ($180,653) $  4,627,581
Net income                                              -          -         -     171,345            -            -       171,345
Change in:
   Unrealized loss on
   available-for-sale securities, net*                  -          -         -           -      (60,667)           -       (60,667)
   Unrealized loss on derivatives, net*                 -          -         -           -         (376)           -          (376)
   Additional minimum benefit liablity
     adjustment, net*                                   -          -         -           -       (3,457)           -        (3,457)
                                                                                                                      ------------
   Total other comprehensive loss, net                                                                                     (64,500)
                                                                                                                      ------------
Comprehensive income                                                                                                       106,845
                                                                                                                      ============
Dividends declared ($.21 per share)                     -          -         -     (72,854)           -            -       (72,854)
Common stock issued pursuant to:
     Long - term incentive plan                   596,149      1,490     7,338           -            -            -         8,828
     Employee discounted stock
     purchase plan                                144,335        361     2,601           -            -            -         2,962
Treasury stock acquired                        (5,782,263)         -         -           -            -     (150,296)     (150,296)
                                              -----------   --------  --------  ----------    ---------    ---------  ------------
BALANCE AT MARCH 31, 2003                     341,882,387   $891,301  $613,973  $3,078,313    $ 270,428    ($330,949) $  4,523,066
                                              ===========   ========  ========  ==========    =========    =========  ============
BALANCE AT JANUARY 1, 2004                    330,242,578   $892,460  $618,954  $3,399,872    $ 130,030    ($681,478) $  4,359,838
Net income                                              -          -         -     182,957            -            -       182,957
Change in:
   Unrealized gain on available-for-sale
      securities, net*                                  -          -         -           -       64,406            -        64,406
   Unrealized gain on derivatives, net*                 -          -         -           -        1,314            -         1,314
                                                                                                                      ------------
   Total other comprehensive income, net                                                                                    65,720
                                                                                                                      ------------
Comprehensive income                                                                                                       248,677
                                                                                                                      ============
Dividends declared ($.24 per share)                     -          -         -     (79,258)           -            -       (79,258)
Common stock issued pursuant to:
     Long - term incentive plan                   813,324      2,033     9,470           -            -            -        11,503
     Employee discounted stock purchase plan      178,480        446     3,455           -            -            -         3,901
Treasury stock acquired                        (1,413,830)         -         -           -            -      (47,425)      (47,425)
                                              -----------   --------  --------  ----------    ---------    ---------  ------------
BALANCE AT MARCH 31, 2004                     329,820,552   $894,939  $631,879  $3,503,571    $ 195,750    ($728,903) $  4,497,236
                                              ===========   ========  ========  ==========    =========    =========  ============
</TABLE>

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

            See Notes to Consolidated Condensed Financial Statements

                                        5

<PAGE>

                             SOUTHTRUST CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31
                                                          --------------------------
                   (In Thousands)                            2004            2003
-------------------------------------------------------   -----------    -----------
<S>                                                       <C>            <C>
OPERATING ACTIVITIES
  Net income                                              $   182,957    $   171,345
  Adjustments to reconcile net income to net cash
    provided by operating activities:
   Provision (credit) for:                                     27,522         29,400
      Loan losses
      Depreciation of premises and equipment                   14,680         15,248
      Amortization of intangibles                               4,780          4,321
      Amortization of security premium                          1,595            880
      Accretion of security discount                           (3,476)        (8,755)
      Deferred income taxes                                     1,104         11,953
      Bank owned life insurance                               (14,226)       (16,116)
   Origination and secondary marketing income, net             (6,340)       (15,764)
   Securities (gains) losses, net                              (2,933)         1,096
   Origination of loans held for sale                      (1,037,917)    (1,331,064)
   Proceeds from sales of loans held for sale                 980,376      1,586,823
   Net increase in trading securities                         (53,795)       (17,424)
   Net (increase) decrease in other assets                     44,144        (50,555)
   Net increase (decrease) in other liabilities                65,429         54,363
                                                          -----------    -----------
       Net cash provided by operating activities              203,900        435,751

INVESTING ACTIVITIES
  Proceeds from maturities, calls or prepayments of:
     Available-for-sale securities                          1,719,154      1,290,859
     Held-to-maturity securities                                8,861         62,591
   Proceeds from sales of available-for-sale securities       110,972      1,169,376
   Purchases of:
     Available-for-sale securities                         (1,504,767)    (3,212,799)
     Premises and equipment                                   (32,445)       (12,653)
  Net (increase) decrease in:
     Short-term investments                                    67,705          2,749
     Loans                                                   (640,176)      (226,475)
                                                          -----------    -----------
     Net cash used in investing activities                   (270,696)      (926,352)
FINANCING ACTIVITIES
  Net increase (decrease) in:
     Deposits                                                 771,673       (626,927)
     Short-term borrowings                                   (802,455)     1,553,680
  Proceeds from:
     Common Stock issuances                                    12,613          9,735
     Federal Home Loan Bank advances                          200,031              7
     Long-term debt issuances                                 600,000        150,000
  Payments for:
     Repurchase of common stock                               (47,184)      (149,981)
     Federal Home Loan Bank advances                              (63)      (250,037)
     Long-term debt                                          (256,490)          (107)
     Cash dividends                                           (79,254)       (72,964)
                                                          -----------    -----------
     Net cash provided by financing activities                398,871        613,406
                                                          -----------    -----------
     INCREASE IN CASH AND DUE FROM BANKS                      332,075        122,805
  CASH AND DUE FROM BANKS AT BEGINNING OF YEAR              1,061,502      1,005,327
                                                          -----------    -----------
  CASH AND DUE FROM BANKS AT END OF PERIOD                $ 1,393,577    $ 1,128,132
                                                          ===========    ===========
</TABLE>

            See Notes to Consolidated Condensed Financial Statements

                                        6

<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2004 AND 2003

Note A - General

         The Consolidated Condensed Financial Statements were prepared by the
SouthTrust Corporation (the "Company" or "SouthTrust") without an audit, but in
the opinion of Management, reflect all adjustments necessary for the fair
presentation of the Company's financial position and results of operations as of
and for the three month periods ended March 31, 2004 and 2003. Results of
operations for the interim 2004 period are not necessarily indicative of results
expected for the full year. While certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission, the Company believes that the disclosures herein are adequate to
make the information presented not misleading. These condensed consolidated
financial statements should be read in conjunction with the Consolidated
Financial Statements and the notes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 2003. The accounting
policies employed are the same as those shown in Note A to the Consolidated
Financial Statements on Form 10-K.

Note B - Recent Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") 132 (revised 2003) -
Employers' Disclosures about Pensions and Other Postretirement Benefits -- an
amendment of FASB Statements No. 87, 88, and 106 and a replacement of FASB
Statement No. 132

         In December 2003, the Financial Accounting Standards Board ("FASB")
issued SFAS 132 (revised 2003), which revises employers' disclosures about
pension plans and other postretirement benefits. It does not change the
measurement or recognition of those plans required by SFAS 87, Employers'
Accounting for Pensions, SFAS 88, Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and
SFAS 106, Employers' Accounting for Postretirement Benefits Other Than Pensions.
This Statement retains the disclosure requirements contained in SFAS 132,
Employers' Disclosures about Pensions and Other Postretirement Benefits, which
it replaces. It requires additional disclosures to those in the original SFAS
132 about the assets, obligations, cash flows, investment strategy, and net
periodic benefit cost of defined benefit pension plans and other defined benefit
postretirement plans. The required information should be provided separately for
pension plans and for other postretirement benefit plans. This Statement is
effective for financial statements ending after December 15, 2003. The effect of
this Statement is reflected in the disclosures noted in Note G herein.

FASB Interpretation ("FIN") 46 and 46R - Consolidation of Variable Interest
Entities

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

                                        7

<PAGE>

interests held by public companies in variable interest entities or potential
variable interest entities created before February 1, 2003. As amended, public
companies must apply the consolidation requirements to variable interest
entities that existed prior to February 1, 2003 and remain in existence as of
the end of annual or interim periods ending after December 15, 2003. In December
2003, FIN 46R was issued, which again deferred the effective date for interests
held by public companies in special-purpose entities for periods ending after
December 15, 2003, and for all other types of entities for periods ending after
March 15, 2004. The Company adopted FIN 46 as of July 1, 2003 and the effect of
this Interpretation on the Consolidated Financial Statements was not material.

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

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

Staff Accounting Bulletin ("SAB") 105 - Application of Accounting Principles to
Loan Commitments

         In March 2004, the Securities and Exchange Commission ("SEC") issued
SAB 105, which summarizes the views of the staff regarding the application of
generally accepted accounting principles to loan commitments accounted for as
derivative instruments. The SAB requires that the fair value measurement of a
loan commitment that is accounted for as a derivative includes only differences
between the guaranteed interest rate in the loan commitment and a market
interest rate, excluding any expected future cash flows related to the customer
relationship or loan servicing. This SAB is effective for loan commitments
entered into after March 31, 2004. The Company adopted SAB 105 on April 1, 2004,
and the effect was not material.

                                        8

<PAGE>

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 March 31
                                       ---------------------------
(In Thousands, except per share data)        2004       2003
-------------------------------------      --------   --------
<S>                                        <C>        <C>
Basic:
Net income                                 $182,957   $171,345
Average common shares outstanding           330,326    345,514
Service contingency                             701          -
                                           --------   --------
Average basic shares outstanding            331,027    345,514
                                           --------   --------
Earnings per share                         $   0.55   $   0.50
                                           ========   ========
Diluted:
Net income                                 $182,957   $171,345
Average common shares outstanding           330,326    345,514
Service contingency                             701          -
Dilutive effect of stock options and
performance shares                            4,224      4,980
                                           --------   --------
Average diluted shares outstanding          335,251    350,494
                                           --------   --------
Earnings per share                         $   0.55   $   0.49
                                           ========   ========
</TABLE>

         The Company had 2,933,750 options issued that were not included in the
calculation of diluted EPS for the three-month period ended March 31, 2004, as
the exercise price of these options was in excess of the average market price.
There were 2,853,750 excluded options for the three-month period ended March 31,
2003.

Note D - Comprehensive Income (Loss)

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

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

                                        9

<PAGE>

<TABLE>
<CAPTION>
                                                                  Three months ended March 31
                                                --------------------------------------------------------------
                                                            2004                             2003
                                                -----------------------------   ------------------------------
                                                 Before     Tax       Net of     Before      Tax       Net of
                (In Thousands)                    Tax      Effect       Tax        Tax      Effect      Tax
                                                --------  --------   --------   --------   --------   --------
<S>                                             <C>       <C>        <C>        <C>        <C>        <C>
Change in unrealized gain (loss) on
    available-for-sale securities:
Unrealized holding gains (losses) arising
    during the period                           $105,165  $(38,941)  $ 66,224   $(61,908)  $    561   $(61,347)
Less: net realized gains (losses)                  2,933    (1,115)     1,818     (1,096)       416       (680)
                                                --------  --------   --------   --------   --------   --------
Unrealized gain (loss) on securities             102,232   (37,826)    64,406    (60,812)       145    (60,667)
                                                ========  ========   ========   ========   ========   ========
Change in fair value of derivatives used
    as cash flow hedges:

Unrealized holding gains (losses) arising
    during the period                              8,931    (3,394)     5,537      4,576     (1,739)     2,837
Less: reclassification adjustment                  6,811    (2,588)     4,223      5,182     (1,969)     3,213
                                                --------  --------   --------   --------   --------   --------
Unrealized gain (loss) on derivatives used as
    cash flow hedges                               2,120      (806)     1,314       (606)       230       (376)
                                                --------  --------   --------   --------   --------   --------
Additional minimum benefit liablity adjustment         -         -          -     (5,576)     2,119     (3,457)
                                                --------  --------   --------   --------   --------   --------
Total Other Comprehensive Income (Loss)         $104,352  $(38,632)  $ 65,720   $(66,994)  $  2,494   $(64,500)
                                                ========  ========   ========   ========   ========   ========
</TABLE>

Note E - Supplemental Cash Flow Information

         The following is supplemental disclosure to the Consolidated Condensed
Statements of Cash Flows for the three months ended March 31, 2004 and 2003.

<TABLE>
<CAPTION>
                                           Three Months Ended March 31
                                           ---------------------------
           (In Thousands)                     2004            2003
                                           -----------     -----------
<S>                                        <C>             <C>
Cash paid during period for:
   Interest                                  $154,373       $200,870
   Income taxes                                29,814         32,704
Noncash transactions:
   Loans transferred to other real estate      10,471         14,518
   Financed sales of foreclosed property           78          4,208
</TABLE>

                                       10

<PAGE>

Note F - Proforma Stock-Based Compensation

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

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

<TABLE>
<CAPTION>
                                                   Three Months Ended Mar 31
                                                   -------------------------
  (Dollars in Thousands, except per share data)       2004          2003
                                                   -----------   -----------
<S>                                                <C>           <C>
Net income - as reported                           $   182,957   $   171,345
Deduct: Stock-based employee
   compensation expense determined
   under fair value based methods for all awards,
   net of tax                                           (6,807)       (3,744)
                                                   -----------   -----------
Net income - pro forma                             $   176,150   $   167,601
                                                   ===========   ===========
Earnings per share - as reported
   Basic                                           $      0.55   $      0.50
   Diluted                                                0.55          0.49
Earnings per share- pro forma
   Basic                                           $      0.53   $      0.49
   Diluted                                                0.53          0.48
</TABLE>

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

<TABLE>
<CAPTION>
                                 Three Months Ended Mar 31
                                 -------------------------
                                   2004              2003
                                 -------           -------
<S>                              <C>               <C>
Expected dividend yield             3.03%             3.20%
Expected stock price volatility       29                28
Risk-free interest rate             3.50              3.67
Expected life of options         7 years           7 years
</TABLE>

                                       11

<PAGE>

Note G - Pension Disclosures

         In December 2003, the FASB issued SFAS 132 (revised 2003), which
revises employers' disclosures about pension plans and other postretirement
benefits. A summary of the provisions of this Statement is included in Note B to
the consolidated condensed financial statements.

         Net periodic benefits cost includes the following components for the
three months ended March 31:

<TABLE>
<CAPTION>
                                      PENSION PLAN
                                     2004       2003
                                    -------   -------
<S>                                 <C>       <C>
Service cost                        $ 4,625   $ 4,097
Interest cost                         4,100     3,546
Expected return on plan assets       (5,500)   (3,903)
Amortization of prior service cost       50        39
Recognized net actuarial loss           825       818
                                    -------   -------
             Total                  $ 4,100   $ 4,597
                                    =======   =======
</TABLE>

<TABLE>
<CAPTION>
                                       ADDITIONAL RETIREMENT, DEFERRED,
                                            INCENTIVE, AND ENHANCED
                                               RETIREMENT PLANS
                                                 2004    2003
                                                ------  ------
<S>                                             <C>     <C>
Service cost                                    $  260  $  728
Interest cost                                      932     806
Amortization of prior service cost                 218     885
Recognized net actuarial loss                      305     301
                                                ------  ------
             Total                              $1,715  $2,720
                                                ======  ======
</TABLE>

<TABLE>
<CAPTION>
                                     POSTRETIREMENT BENEFITS
                                           2004    2003
                                          -----   -----
<S>                                       <C>     <C>
Service cost                              $ 235   $ 238
Interest cost                               140     180
Amortization of unrecognized
        transitional liability               28      27
Amortization  of prior service cost        (110)      -
Recognized net actuarial loss               107      51
                                          -----   -----
             Total                        $ 400   $ 496
                                          =====   =====
</TABLE>

         The Company previously disclosed in its financial statements for the
year ended December 31, 2003, the expected contributions to its pension,
additional retirement, deferred, incentive, enhanced retirement, and
postretirement plans during the 2004 plan year. It does not expect to contribute
to the Pension Plan in the 2004 plan year. The Company plans to contribute
approximately $1.7 million to its additional retirement, deferred, incentive,
and enhanced retirement plans in 2004; however, no contributions were made in
the first quarter of 2004. The Company also expects to contribute approximately
$0.7 million to its postretirement medical plan in 2004, there were no
contributions made in the first quarter of 2004.

                                       12

<PAGE>

Note H - 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 the Company's organizational structure. Each segment is managed by
one or more of the Company's executives who, in conjunction with the Chief
Executive Officer, make strategic business decisions regarding that segment. The
four reportable business segments are Commercial Banking, Regional Banking,
Funds Management, and Capital Management.

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

         The remaining Company divisions included within the Reconciliation
grouping are divisions that have no operating revenue. They contain unallocated
costs not directly associated with the other reportable segments. Other items in
this grouping include income from bank owned life insurance, income tax expense
and intercompany eliminations.

         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, 2003, except for the following items. The
Company uses a transfer pricing process, which involves matched rate transfer
pricing of assets and liabilities to determine a contribution to the net
interest margin by segment. Also, net interest margin is reported on a fully
taxable equivalent basis. Data processing and other support function costs are
allocated to business segments primarily based on resource usage. Also, the
Company uses a risk-based methodology to allocate capital to business segments.

         The Company's management accounting policies are continuously evolving
based on both internal and external factors. Therefore, the Company has restated
the comparative 2003 segment information to conform to the 2004 presentation for
methodology changes made during the latter part of 2003. As management
accounting policies change, prior period restatements may also be necessary in
the future. In addition, results of operations for SouthTrust's reportable
segments may not be comparable to similar reportable segments for other
financial institutions.

                                       13

<PAGE>

         The following tables present the Company's business segment information
for the three month periods ended March 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                  Three months ended March 31, 2004
                                ---------------------------------------------------------------------
                                Commercial   Regional    Funds      Capital    Reconciling    Total
        (In Millions)            Banking     Banking   Management  Management     Items      Company
------------------------------  ----------  ---------  ----------  ----------  -----------  ---------
<S>                             <C>         <C>        <C>         <C>         <C>          <C>
Net interest margin (FTE) ....  $    104.2  $   244.9  $     64.0  $     16.7  $    (17.0)  $   412.8
Provision for loan losses ....        11.7       15.3           -         0.7        (0.2)       27.5
Non-interest income ..........        12.1      110.7         2.1        26.4        15.1       166.4
Non-interest expense .........        31.2      237.1         1.4        27.7       (12.0)      285.4
                                ----------  ---------  ----------  ----------  ----------   ---------
       Pre-tax income ........        73.4      103.2        64.7        14.7        10.3       266.3
Income tax expense (FTE) .....           -          -           -           -        83.3        83.3
                                ----------  ---------  ----------  ----------  ----------   ---------
     Net income ..............  $     73.4  $   103.2  $     64.7  $     14.7  $    (73.0)  $   183.0
                                ==========  =========  ==========  ==========  ==========   =========
Ending assets ................  $ 15,105.3  $21,617.0  $ 11,769.4  $  1,533.9  $  2,647.3   $52,672.9
                                ==========  =========  ==========  ==========  ==========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                   Three months ended March 31, 2003
                                ---------------------------------------------------------------------
                                Commercial   Regional    Funds      Capital    Reconciling    Total
        (In Millions)            Banking     Banking   Management  Management     Items      Company
------------------------------  ----------  ---------  ----------  ----------  -----------  ---------
<S>                             <C>         <C>        <C>         <C>         <C>          <C>
Net interest margin (FTE).....  $    100.6  $   247.9  $     70.3  $     14.2  $     (14.9) $   418.1
Provision for loan losses.....         8.3       20.8           -         1.0         (0.7)      29.4
Non-interest income...........        10.1      111.1           -        25.9         16.1      163.2
Non-interest expense..........        36.5      266.0         1.6        27.9        (34.0)     298.0
                                ----------  ---------  ----------  ----------  -----------  ---------
     Pre-tax income...........        65.9       72.2        68.7        11.2         35.9      253.9
Income tax expense (FTE)......           -          -           -           -         82.6       82.6
                                ----------  ---------  ----------  ----------  -----------  ---------
   Net income.................  $     65.9  $    72.2  $     68.7  $     11.2  $     (46.7) $   171.3
                                ==========  =========  ==========  ==========  ===========  =========
Ending assets.................  $ 14,594.0  $21,055.9  $ 11,957.8  $  1,239.4  $   2,501.5  $51,348.6
                                ==========  =========  ==========  ==========  ===========  =========
</TABLE>

Note I - Business Combinations

         On February 5, 2004, the Company signed a definitive agreement for the
acquisition of FloridaFirst Bancorp, Inc. ("FloridaFirst") in Lakeland, Florida.
According to the agreement, the Company will pay approximately $146 million for
all of the outstanding shares of FloridaFirst. Shareholders of FloridaFirst may
elect to receive cash or stock or a combination of both. FloridaFirst had total
assets of approximately $821 million as of December 31, 2003. This acquisition
is expected to close in the second quarter of 2004 and is subject to certain
closing conditions and regulatory approval.

                                       14

<PAGE>

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

         and

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

BUSINESS

         SouthTrust Corporation ("SouthTrust" or the "Company") is a registered
financial holding company incorporated under the laws of Delaware in 1968. The
Company is headquartered in Birmingham, Alabama, and engages, through its
subsidiary bank, SouthTrust Bank, and its non-banking subsidiaries, in a full
range of banking services from 712 banking locations in Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Texas and
Virginia. As of March 31, 2004, the Company had consolidated total assets of
$52.7 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 H to the unaudited Consolidated Condensed Financial Statements.

FORWARD-LOOKING STATEMENTS

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

                                       15

<PAGE>

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

<TABLE>
<CAPTION>
                                                                     Quarters Ended
                                          --------------------------------------------------------------------
                                             2004                                 2003
                                          -----------   ------------------------------------------------------
                                            Mar 31        Dec 31        Sept 30       Jun 30          Mar 31
                                          -----------   -----------   -----------   -----------    -----------
<S>                                       <C>           <C>           <C>           <C>            <C>
EARNINGS SUMMARY:
  Interest income                         $     565.1   $     573.2   $     573.2   $     606.1    $     614.6
  Interest expense                              155.1         159.4         165.6         189.3          199.4
                                          -----------   -----------   -----------   -----------    -----------
  Net interest income                           410.0         413.8         407.6         416.8          415.2
  Provision for loan losses                      27.5          34.9          30.0          30.3           29.4
                                          -----------   -----------   -----------   -----------    -----------
  Net interest income after
   provision for loan losses                    382.5         378.9         377.6         386.5          385.8
  Non-interest income                           163.5         161.7         174.7         179.1          164.3
  Securities gains  (losses)                      2.9           0.1           2.4          (1.4)          (1.1)
  Non-interest expense                          285.4         280.6         294.9         306.4          298.0
                                          -----------   -----------   -----------   -----------    -----------
  Income before income taxes                    263.5         260.1         259.8         257.8          251.0
  Income taxes                                   80.5          79.6          81.2          83.0           79.7
                                          -----------   -----------   -----------   -----------    -----------
  Net income                              $     183.0   $     180.5   $     178.6   $     174.8    $     171.3
                                          ===========   ===========   ===========   ===========    ===========
PER COMMON SHARE:
  Net income - basic                      $      0.55   $      0.54   $      0.53   $      0.51    $      0.50
  Net income- diluted                            0.55          0.54          0.53          0.51           0.49
  Cash dividends declared                        0.24          0.21          0.21          0.21           0.21
  Book value                                    13.64         13.20         13.15         13.32          13.23
  Market value-high                             34.90         33.06         30.54         29.98          27.44
  Market value-low                              31.26         29.35         26.68         25.41          24.19
ENDING BALANCES:
  Loans, net of unearned income           $  35,892.1   $  35,280.2   $  34,856.7   $  34,297.1    $  34,440.4
  Total assets                               52,672.9      51,924.9      51,561.9      51,708.2       51,348.6
  Deposits                                   35,514.9      34,746.6      34,284.2      34,368.7       32,312.8
  Federal Home Loan Bank advances             3,780.8       3,580.8       3,595.8       3,670.9        4,220.9
  Long-term debt                              2,856.5       2,506.9       2,717.3       2,533.7        2,329.0
  Stockholders' equity                        4,497.2       4,359.8       4,381.0       4,496.9        4,523.1
  Common shares (in thousands)                329,821       330,243       333,210       337,530        341,882
AVERAGE BALANCES:
  Loans, net of unearned income           $  35,553.4   $  35,090.0   $  34,202.8   $  34,405.1    $  34,395.7
  Earning assets                             47,664.9      47,240.1      46,313.7      47,116.1       46,356.7
  Total assets                               51,734.1      51,416.2      50,479.6      51,342.1       50,493.9
  Deposits                                   35,858.0      35,469.2      33,477.5      33,880.2       32,589.7
  Stockholders' equity                        4,438.4       4,317.1       4,358.2       4,513.0        4,587.6
  Common shares (in thousands)
   Basic                                      331,027       332,062       336,184       340,220        345,514
   Diluted                                    335,251       336,229       339,875       343,578        350,494
SELECTED RATIOS:
  Return on average total assets                 1.42%         1.39%         1.40%         1.37%          1.38%
  Return on average stockholders' equity        16.58         16.59         16.26         15.53          15.15
  Net interest margin (FTE)                      3.50          3.51          3.53          3.60           3.69
  Average equity to average assets               8.58          8.40          8.63          8.79           9.09
  Non-interest expense as a percent
   of average total assets                       2.22          2.16          2.32          2.39           2.39
  Efficiency ratio                              49.52         48.52         50.39         51.17          51.17
</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
                                                 ---------------------------------------------------------------------------
                                                             March 31, 2004                        December 31, 2003
                                                 --------------------------------------   ----------------------------------
                                                                                 (1)                                 (1)
                                                   Average                     Yield/       Average                 Yield/
                                                   Balance      Interest        Rate        Balance    Interest      Rate
                                                 ----------    ----------    ----------   ----------  ----------  ----------
<S>                                              <C>           <C>           <C>          <C>         <C>         <C>
ASSETS
Loans, net of unearned income (2)                $ 35,553.4    $    416.3          4.71%  $ 35,090.0  $    424.4        4.80%
Available-for-sale securities:
   Taxable                                         10,840.2         133.0          5.04     10,755.5       132.6        4.95
   Non-taxable                                        352.9           6.1          7.49        357.9         6.2        7.36
Held-to-maturity securities:
   Taxable                                            204.3           3.7          7.30        214.0         3.9        7.16
   Non-taxable                                         22.6           0.6         10.46         23.0         0.6       10.25
Short-term investments                                691.5           8.2          4.74        799.7         8.4        4.15
                                                 ----------    ----------    ----------   ----------  ----------  ----------
     Total interest-earning assets                 47,664.9    $    567.9          4.82%    47,240.1  $    576.1        4.85%
Allowance for loan losses                            (502.3)                                  (507.6)
Other assets                                        4,571.5                                  4,683.7
                                                 ----------    ----------    ----------   ----------  ----------  ----------
     Total assets                                $ 51,734.1                               $ 51,416.2
                                                 ==========    ==========    ==========   ==========  ==========  ==========
LIABILITIES
Savings deposits                                 $  2,386.7    $      3.6          0.60%  $  2,374.5  $      3.7        0.62%
Interest-bearing demand deposits                    4,942.5           7.8          0.64      4,775.8         7.9        0.65
Time deposits                                      23,482.5          87.8          1.50     23,240.2        90.4        1.54
Short-term borrowings                               4,237.0           9.5          0.91      4,584.2        10.6        0.92
Federal Home Loan Bank advances                     3,624.7          31.4          3.48      3,591.1        32.2        3.55
Long-term debt                                      2,646.2          15.0          2.28      2,521.5        14.7        2.31
                                                 ----------    ----------    ----------   ----------  ----------  ----------
     Total interest-bearing liabilities            41,319.6    $    155.1          1.51%    41,087.3  $    159.5        1.54%
Non-interest-bearing demand deposits                5,046.3                                  5,078.7
Other liabilities                                     929.8                                    933.1
                                                 ----------    ----------    ----------   ----------  ----------  ----------
Total liabilities                                  47,295.7                                 47,099.1
STOCKHOLDERS' EQUITY                                4,438.4                                  4,317.1
                                                 ----------    ----------    ----------   ----------  ----------  ----------
     Total liabilities and stockholders' equity  $ 51,734.1                               $ 51,416.2
                                                 ==========    ==========    ==========   ==========  ==========  ==========
Net interest income                                            $    412.8                             $    416.6
                                                 ==========    ==========    ==========   ==========  ==========  ==========
Net interest margin                                                                3.50%                                3.51%
                                                 ==========    ==========    ==========   ==========  ==========  ==========
Net interest spread                                                                3.31%                                3.31%
                                                 ==========    ==========    ==========   ==========  ==========  ==========
</TABLE>

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

(2)      INCLUDED IN INTEREST ARE NET LOAN FEES OF $10.8 MILLION, $12.8 MILLION,
         $11.5 MILLION, $9.3 MILLION, AND $10.2 MILLION FOR EACH OF THE FIVE
         QUARTERS IN THE PERIOD ENDED MARCH 31, 2004, 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
-----------------------------------------------------------------------------------------------------------------
          September 30, 2003                        June 30, 2003                        March 31, 2003
--------------------------------------    ----------------------------------   ----------------------------------
                                (1)                                  (1)                                  (1)
  Average                     Yield/        Average                 Yield/       Average                 Yield/
  Balance      Interest        Rate         Balance    Interest      Rate        Balance    Interest      Rate
----------    ----------    ----------    ----------  ----------  ----------   ----------  ----------  ----------
<S>           <C>           <C>           <C>         <C>         <C>          <C>         <C>         <C>
$ 34,202.8    $    420.3          4.88%   $ 34,405.1  $    437.8        5.10%  $ 34,395.7  $    445.6        5.25%
   9,982.6         127.6          5.16      10,771.8       144.7        5.57     10,228.3       144.6        5.96
     365.0           6.4          7.39         383.5         6.1        6.89        376.3         6.6        7.50
     231.7           4.1          7.10         255.6         4.9        7.65        299.6         5.3        7.23
      23.9           0.6         10.15          30.9         0.4        5.55         38.7         0.9        9.29
   1,507.7          17.0          4.47       1,269.2        15.1        4.77      1,018.1        14.5        5.75
----------    ----------    ----------    ----------  ----------  ----------   ----------  ----------  ----------
  46,313.7    $    576.0          4.95%     47,116.1  $    609.0        5.23%    46,356.7  $    617.5        5.45%
    (508.0)                                   (502.6)                              (501.0)
   4,673.9                                   4,728.6                              4,638.2
----------    ----------    ----------    ----------  ----------  ----------   ----------  ----------  ----------
$ 50,479.6                                $ 51,342.1                           $ 50,493.9
==========    ==========    ==========    ==========  ==========  ==========   ==========  ==========  ==========
$  2,355.1    $      3.7          0.62%   $  2,333.9  $      4.1        0.70%  $  2,300.4  $      4.2        0.74%
   4,488.0           7.3          0.65       4,486.2         8.5        0.76      4,543.2         9.6        0.86
  21,809.1          92.4          1.68      22,299.1       104.3        1.88     21,353.8       107.9        2.05
   5,411.8          12.9          0.95       5,212.0        15.4        1.19      5,571.1        17.0        1.23
   3,644.2          33.8          3.68       4,089.0        40.5        3.97      4,373.7        45.3        4.20
   2,530.3          15.4          2.42       2,470.6        16.5        2.68      2,251.8        15.4        2.78
----------    ----------    ----------    ----------  ----------  ----------   ----------  ----------  ----------
  40,238.5    $    165.5          1.63%     40,890.8  $    189.3        1.86%    40,394.0  $    199.4        2.00%
   4,825.4                                   4,761.0                              4,392.3
   1,057.5                                   1,177.3                              1,120.0
----------    ----------    ----------    ----------  ----------  ----------   ----------  ----------  ----------
  46,121.4                                  46,829.1                             45,906.3
   4,358.2                                   4,513.0                              4,587.6
----------    ----------    ----------    ----------  ----------  ----------   ----------  ----------  ----------
$ 50,479.6                                $ 51,342.1                           $ 50,493.9
==========    ==========    ==========    ==========  ==========  ==========   ==========  ==========  ==========
              $    410.5                              $    419.7                           $    418.1
==========    ==========    ==========    ==========  ==========  ==========   ==========  ==========  ==========
                                  3.53%                                 3.60%                                3.69%
==========    ==========    ==========    ==========  ==========  ==========   ==========  ==========  ==========
                                  3.32%                                 3.37%                                3.45%
==========    ==========    ==========    ==========  ==========  ==========   ==========  ==========  ==========
</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 "Federal Reserve") monetary policies. For purposes
of discussion, income that is either exempt from federal income taxes or taxed
at a preferential rate has been adjusted to fully taxable equivalent ("FTE")
amounts, using a statutory federal tax rate of 35%.

         The Company's net interest margin decreased 19 basis points from the
first quarter of 2003 to 3.50% for the 2004 first quarter period. The economic
conditions during 2003 and the prolonged low interest rate environment presented
a challenge to the Company as well as other financial institutions. Since the
beginning of 2001, the Fed has lowered short-term interest rates a total of 500
basis points. These factors contributed to historically low mortgage interest
rates, leading to higher prepayments of mortgage-backed securities, 1-4 family
mortgage loans, as well as other fixed-rate interest-earning assets tied to
treasury yields (which are the benchmark for mortgage interest rates).
Prepayments from these assets, as well as fixed-rate commercial loans, were
being reinvested at lower rates, while liability costs, which are tied to other
indexes, were not declining at the same pace as asset yields. These factors
caused compression in the Company's net interest margin during 2003.

         Looking at the remainder of 2004, Management continues to manage the
interest rate sensitivity position of the Company to a neutral to slightly asset
sensitive position. This is accomplished by remaining focused on the
variable-rate lending, managing the maturity duration of securities purchases,
carefully managing the level of fixed-rate loans, and continued growth in core
deposits. The Company believes that certain trends will have a stabilizing
effect on the net interest margin. Long-term interest rates have begun to
stabilize, or have increased in some cases. The Company expects that this will
have a positive effect by lowering the level of prepayments of fixed-rate assets
and improving current investment yields. Since the balance sheet is in an asset
sensitive interest rate position, an increase in interest rates would improve
the net interest margin. Also, for the first time in over a year, the Company
does not expect further significant decreases in net interest margin if interest
rates remain flat.

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

PROVISION FOR LOAN LOSSES

         During the first quarter of 2004, the Company recorded a $27.5 million
provision for loan losses. This compares to a provision of $29.4 million for the
quarter ended March 31, 2003. 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 March 31, 2004 was
$166.4 million, an increase of $3.2 million or 2% over the same period in 2003.
Growth in non-interest income between these periods primarily came from the
sources discussed below.

         Service charges on deposit accounts, which represent the largest
portion of non-interest income, increased in the first quarter of 2004 by 2%
from the comparable year-ago period, primarily related to fees charged for
non-sufficient funds. From the fourth quarter of 2003 to the first quarter of
2004 service charges on deposit accounts decreased 5%, mainly due to seasonal
declines in non-sufficient fund fees.

         Mortgage banking operations income decreased 61% for the three months
ended March 31, 2004, compared to the same period in 2003. The decrease was
driven by decreased loan production during the first three months of 2004 when
compared to the same period in 2003, as well as higher impairment charges on
mortgage servicing rights during the first quarter of 2004. Mortgage loan
production during the first three months of 2004 totaled $1,121.5 million,
compared to $1,533.0 million during the first three months of 2003. Beginning in
the latter part of 2003, long-term rates began to stabilize and some have
increased, including mortgage interest rates. As a result, the Company expects
mortgage loan production to slow down when compared to 2003 levels.

         Bank card fees increased during the first quarter of 2004 by 12%
compared to the first quarter of 2003. This increase was primarily due to
increased merchant fees, including increased sales volume and an increase in
certain service charges. Debit card fees remained relatively stable during the
first quarter of 2004 compared to the same period in 2003. During the third
quarter of 2003, Visa and MasterCard settled lawsuits initiated by several major
retailers. The effect of the settlements on the Company during the first quarter
of 2004 has been slower growth in debit card fees, since the fees charged to
merchants by Visa and MasterCard to process their debit cards have decreased.
This trend is likely to continue as a result of the settled lawsuits.

         Trust fee income increased 11% from the first quarter of 2003 to the
first quarter of 2004. This increase is due to an improvement in market
conditions, as well as increased sales during the year. Investment fee income
remained relatively flat during the first quarter of 2004 compared to the same
year-ago period. Slower growth in business in the capital markets area and
decreased trading income was offset by increased retail sales commission and
institutional trading income. During the first quarter of 2004,
investment-banking activity declined compared to the first quarter of 2003.

         Income from bank owned life insurance ("BOLI") for the first quarter of
2004 decreased 12% over the comparable year-ago period. This decline is largely
a result of lower crediting rates by the insurance carriers as interest rates
have declined. All other income increased 52% during the first quarter of 2004,
compared to the same periods in 2003. This increase was due to increased income
associated with a program related to the Company's new check provider, as well
as increased income due to the sale of low-income housing tax credits in 2004.

         There were no significant non-recurring non-interest income items
recorded in the first quarter of 2004 or 2003 that have not been disclosed
above.

                                       20

<PAGE>

NON-INTEREST INCOME                                                      TABLE 3
(In Millions)

<TABLE>
<CAPTION>
                                                  Quarters Ended

                                      2004                 2003
                                     ------  --------------------------------
                                     Mar 31  Dec 31  Sept 30  Jun 30   Mar 31
                                     ------  ------  -------  ------   ------
<S>                                  <C>     <C>     <C>      <C>      <C>
Service charges on deposit accounts  $ 72.4  $ 76.3  $  76.2  $ 72.1   $ 70.8
Mortgage banking operations             6.6     5.5     19.9    24.4     17.1
Bank card fees                         11.6    12.1     12.2    12.8     10.4
Debit card fees                        10.4     9.6     10.0    11.3     10.5
Trust fees                              8.2     8.9      8.7     8.6      7.4
Investment fees                        16.1    14.7     17.0    18.9     16.2
Bank owned life insurance              14.2    11.5     11.7    13.9     16.1
Securities gains (losses), net          2.9     0.1      2.4    (1.4)    (1.1)
Other                                  24.0    23.0     19.0    17.1     15.8
                                     ------  ------  -------  ------   ------
     Total                           $166.4  $161.7  $ 177.1  $177.7   $163.2
                                     ======  ======  =======  ======   ======
</TABLE>

NON-INTEREST EXPENSE

         Total non-interest expense was $285.4 million in the first quarter of
2004 compared to $298.0 million for the same period in 2003. The efficiency
ratio, a measure of non-interest expense compared to net interest income plus
non-interest income, was 49.52% and 51.17% for the three month periods ended
March 31, 2004 and 2003, respectively. This improvement in the efficiency ratio
is a result of the decreases in non-interest expense discussed further below.

         Salaries and employee benefits expense is the largest component of
non-interest expense, accounting for 61.5% of all non-interest expense for the
first quarter of 2004. From first quarter 2003 to first quarter 2004, salaries
and employee benefits expense has decreased 3% due to a decrease in the number
of full-time equivalent employees from 12,950 to 12,407, respectively. From
fourth quarter 2003 to first quarter 2004, salaries and employee benefits
expense increased 6% due to the effect of annual merit increases and payroll tax
expense.

         Expense for net occupancy increased 5% from first quarter 2003 to the
first quarter 2004. This increase is related to a 3% increase in the number of
banking offices, as well as increases in property taxes. Expense for equipment
decreased 7% from first quarter 2003 to the first quarter 2004 due in part to
retirements of old or unused personal computers during 2003. Also, the Company
experienced a reduction in the number of phones being utilized as a result of
efficiencies gained from a new phone system implemented in 2002.

         Expense for professional services for the first three months of 2004
increased 7% over the same period a year ago. This increase is due to higher
fees for outsourcing of various functions. Data processing expense decreased 6%
during the three-month period ended March 31, 2004 when compared to the same
period in 2003. This decrease in expense is primarily due to a decrease in the
amortization of software costs as a result of expired contracts. For the three
months ended March 31, 2004, communications expense decreased 5% over the same
period in 2003. This decrease relates primarily to the renegotiation of rates
and contracts during 2003. Other expense decreased 20% from first quarter

                                       21

<PAGE>

2003 to first quarter 2004, driven by efficiencies gained through technology and
fewer full-time equivalent employees during 2003.

         There were no significant non-recurring non-interest expense items
recorded in the first three months of 2004 or 2003 that have not been disclosed
above.

NON-INTEREST EXPENSE                                                     TABLE 4
(In Millions)

<TABLE>
<CAPTION>
                                             Quarters Ended
                                ----------------------------------------
                                 2004                 2003
                                ------  --------------------------------
                                Mar 31  Dec 31  Sept 30   Jun 30  Mar 31
                                ------  ------  -------   ------  ------
<S>                             <C>     <C>     <C>       <C>     <C>
Salaries and employee benefits  $175.5  $165.3   $177.0   $181.3  $180.4
Net occupancy                     27.2    29.2     26.9     26.7    26.0
Equipment                         14.8    15.6     16.2     16.3    15.9
Professional services             14.5    18.5     15.3     15.5    13.5
Data processing                   11.0    12.1     11.2     14.3    11.7
Communications                    11.7    11.8     12.2     12.7    12.3
Other                             30.7    28.1     36.1     39.6    38.2
                                ------  ------   ------   ------  ------
     Total                      $285.4  $280.6   $294.9   $306.4  $298.0
                                ======  ======   ======   ======  ======
</TABLE>

INCOME TAX EXPENSE

         Income tax expense for the first quarter of 2004 was $80.5 million for
an effective tax rate of 30.6%. This compares to income tax expense for the
first quarter of 2003 of $79.7 million for an effective rate of 31.7%. The
statutory federal income tax rate was 35% in 2004 and 2003.

         During 2003, the Company realized an effective income tax rate
reduction relating to the realignment of its corporate structure to facilitate a
more efficient management of its business. The reduced effective tax rate is
expected to continue for future periods; however, this reduction is subject to
several factors and may not be consistent in future periods. The statutory
federal tax rate was 35% during all periods.

LOANS

         Loans, net of unearned income at March 31, 2004 were $35,892.1 million,
a net increase of $611.9 million over the December 31, 2003 level. The lending
environment continues to be challenging due to economic conditions. However,
loan growth has recently begun to accelerate, beginning during the latter part
of 2003, as a result of signs of a healthier economy. Loan production continues
to improve, particularly in the commercial and real estate construction areas,
and the recent stabilization of long-term interest rates has resulted in reduced
loan prepayments. Management believes that the Company is well- positioned to
achieve more loan growth due to an increasing number of lending opportunities.

         The Company considers the appropriate mix of variable and fixed-rate
loans in asset/liability management strategy. As of March 31, 2004, 75% of the
Company's loan portfolio had variable interest rates. Of the Company's
variable-rate loan portfolio balance, 39% of these loans were tied to the
floating

                                       22

<PAGE>

London Interbank Offered Rate ("LIBOR"), 32% were tied to the Prime rate, and 4%
were tied to other indexes.

LOAN PORTFOLIO                                                           TABLE 5
(In Millions)

<TABLE>
<CAPTION>
                                                                           Quarters Ended
                                  ------------------------------------------------------------------------------------------------
                                         2004                                             2003
                                  ----------------   -----------------------------------------------------------------------------
                                        Mar 31             Dec 31              Sept 30            Jun 30              Mar 31
                                  ----------------   ------------------   -----------------  -----------------   -----------------
                                    Amount     %       Amount      %        Amount      %      Amount      %       Amount      %
                                  ---------  -----   ---------   ------   ---------   -----  ---------   -----   ---------  ------
<S>                               <C>        <C>     <C>         <C>      <C>         <C>    <C>         <C>     <C>        <C>
Commercial, financial and
  agricultural                    $13,299.9   36.8%  $13,080.1     36.9%  $12,585.1    35.9% $12,636.8    36.6%  $12,664.3    36.5%
Real estate construction            5,659.3   15.7     5,347.0     15.1     5,667.6    16.1    5,353.7    15.5     5,355.6    15.4
Commercial real estate mortgage     7,114.2   19.7     7,326.3     20.6     7,425.1    21.2    7,253.8    21.0     7,345.5    21.2
Residential real estate mortgage    7,017.0   19.4     6,681.0     18.8     6,336.8    18.1    6,178.6    17.9     6,160.5    17.8
Loans to individuals                1,190.7    3.3     1,313.5      3.7     1,359.2     3.9    1,414.2     4.1     1,470.7     4.2
Credit cards and related plans        324.6    0.9       323.5      0.9       324.7     0.9      310.0     0.9       305.1     0.9
Lease financing:
   Commercial leases                  722.2    2.0       680.5      1.9       664.5     1.9      654.6     1.9       661.9     1.9
   Auto leases                        794.0    2.2       759.5      2.1       722.0     2.0      728.6     2.1       714.0     2.1
                                  ---------  -----   ---------   ------   ---------   -----  ---------   -----   ---------  ------
                                   36,121.9  100.0%   35,511.4    100.0%   35,085.0   100.0%  34,530.3   100.0%   34,677.6   100.0%
                                             =====               ======               =====              =====              ======
Unearned income                      (229.8)            (231.2)              (228.3)            (233.2)             (237.2)
                                  ---------          ---------            ---------          ---------           ---------
Loans, net of unearned income      35,892.1           35,280.2             34,856.7           34,297.1            34,440.4
Allowance for loan losses            (501.2)            (501.2)              (501.2)            (501.1)             (499.5)
                                  ---------          ---------            ---------          ---------           ---------
Net loans                         $35,390.9          $34,779.0            $34,355.5          $33,796.0           $33,940.9
                                  =========          =========            =========          =========           =========
</TABLE>

ALLOWANCE FOR LOAN LOSSES

         The lending process carries with it some level of credit risk, which is
reflected in the Company's Consolidated Financial Statements as the allowance
for loan losses. The Company maintains an allowance for loan losses at a level
that Management believes is sufficient to absorb credit losses inherent in the
loan portfolio. The allowance at any period-end represents Management's best
assessment of losses within a range of estimated losses. As with any estimate,
actual results can potentially vary significantly from this assessment. 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 and resulting
allowance level are adjusted accordingly as these factors change.

         The allowance allocated to specifically identified loans at March 31,
2004 and December 31, 2003 totaled $29.8 million and $20.4 million,
respectively. The allowance allocated to Watch-list loans at March 31, 2004
totaled $95.8 million, and the allowance allocated to Non-problem loans totaled
$375.6 million. Based on the methodology outlined above, the total allowance for
loan losses was $501.2 million at March 31, 2004 and at December 31, 2003. As a
percentage of outstanding loans, the total allowance for loan losses was 1.40 %,
compared to the December 31, 2003 level of 1.42 %. Net charge-offs during the
three months ended March 31, 2004 totaled $27.5 million or .31% of average net
loans on an annualized basis, a decrease of $0.9 million from the 2003 first
quarter period.

                                       23
<PAGE>

ALLOWANCE FOR LOAN LOSSES                                                TABLE 6
(In  Thousands)

<TABLE>
<CAPTION>
                                                                          Quarters Ended
                                                  --------------------------------------------------------------
                                                     2004                             2003
                                                  ----------   -------------------------------------------------
                                                    Mar 31       Dec 31      Sept 30       Jun 30       Mar 31
                                                  ----------   ----------   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>          <C>          <C>
Balance beginning of quarter                      $  501,208   $  501,180   $  501,068   $  499,452   $  498,501
Loans charged-off:
          Commercial, financial and agricultural      12,783       22,164       15,984       16,374       15,351
          Real estate construction                         4            0           53           22           69
          Commercial real estate mortgage              3,576        1,536          420        1,305          255
          Residential real estate mortgage             1,842        1,532        2,915        2,829        3,184
          Loans to individuals                         6,295        6,065        5,387        6,402        7,451
          Credit cards and related plans               6,311        6,328        6,509        6,335        6,215
          Lease financing:
             Commercial leases                            44          133        2,647           33          375
             Auto leases                                 571          631          463          688          762
                                                  ----------   ----------   ----------   ----------   ----------
                            Total charge-offs         31,426       38,389       34,378       33,988       33,662
                                                  ----------   ----------   ----------   ----------   ----------
Recoveries of loans previously charged-off:
          Commercial, financial and agricultural       1,740        1,332        2,441        1,127        3,060
          Real estate construction                         1            2            1            1            2
          Commercial real estate mortgage                 53            9           11           27           60
          Residential real estate mortgage               332          373          255          154          413
          Loans to individuals                           899        1,069          984        1,668          929
          Credit cards and related plans                 860          715          730          744          681
          Lease financing:
             Commercial leases                             0           28           44            0            0
             Auto leases                                  26           39           24           43           68
                                                  ----------   ----------   ----------   ----------   ----------
                            Total recoveries           3,911        3,567        4,490        3,764        5,213
                                                  ----------   ----------   ----------   ----------   ----------

Net loans charged-off                                 27,515       34,822       29,888       30,224       28,449
Additions to allowance charged to expense             27,522       34,850       30,000       30,300       29,400
Subsidiaries' allowance at date of purchase                0            0            0        1,540            0
                                                  ----------   ----------   ----------   ----------   ----------
Balance at end of quarter                         $  501,215   $  501,208   $  501,180   $  501,068   $  499,452
                                                  ==========   ==========   ==========   ==========   ==========
(In  millions)

Loans outstanding at quarter end,
          net of unearned income                  $ 35,892.1   $ 35,280.2   $ 34,856.7   $ 34,297.1   $ 34,440.4
Average loans outstanding,
          net of unearned income                  $ 35,553.4   $ 35,090.0   $ 34,202.8   $ 34,405.1   $ 34,395.7
Ratios:
          Allowance to net loans outstanding            1.40%        1.42%        1.44%        1.46%        1.45%
          Net loans charged-off to average net
          loans                                         0.31         0.39         0.35         0.35         0.34
          Provision for loan losses to net
          charge-offs                                 100.03       100.08       100.37       100.25       103.34
          Provision for loan losses to average
          net loans                                     0.31         0.39         0.35         0.35         0.35
</TABLE>

                                       24

<PAGE>

NON-PERFORMING ASSETS

         Non-performing assets, which include non-accrual and restructured
loans, other real estate owned and other repossessed assets were $221.1 million
at March 31, 2004, a modest decrease of $3.0 million from December 31, 2003. The
ratio of non-performing assets to total loans plus other non-performing assets
was 0.62% at March 31, 2004, while the allowance to non-performing loans ratio
was 288.61% for the same period. The Company has historically maintained high
credit underwriting standards and consistent credit disciplines, and does not
see any trends that would result in any significant changes in ultimate losses.

         In addition to loans on non-accrual status, the Company has loans where
known information about possible credit problems of borrowers causes Management
to have concerns as to the ability of such borrowers to fully comply with their
present loan repayment terms at March 31, 2004. These loans, although they are
currently performing, could become non-performing and be placed on non-accrual
status in the future. However, the magnitude of these loans is not such that any
potential future losses are expected to have a material effect on the
Consolidated Financial Statements.

NON-PERFORMING ASSETS                                                    TABLE 7
(Dollars In Millions)

<TABLE>
<CAPTION>
                                                                       Quarters Ended
                                                    ----------------------------------------------------
                                                      2004                       2003
                                                    --------   -----------------------------------------
                                                     Mar 31     Dec 31    Sept 30     Jun 30     Mar 31
                                                    --------   --------   --------   --------   --------
<S>                                                 <C>        <C>        <C>        <C>        <C>
Non-performing loans
          Commercial, financial, and agricultural   $  123.9   $  128.5   $  131.9   $  132.1   $  127.2
          Real estate construction                       8.0        6.8       11.6       10.8       23.1
          Commercial  real estate mortgage              14.8       15.0       16.8       20.2        5.3
          Residential real estate mortgage              18.7       17.2       19.4       21.6       23.9
          Loans to individuals                           8.3       10.0       10.1        9.5        9.7
                                                    --------   --------   --------   --------   --------
            Total non-performing loans                 173.7      177.5      189.8      194.2      189.2
                                                    --------   --------   --------   --------   --------
Other real estate owned                                 45.5       44.8       42.2       45.6       51.4
Other repossessed assets                                 1.9        1.8        1.0        1.4        5.5
                                                    --------   --------   --------   --------   --------
            Total non-performing assets             $  221.1   $  224.1   $  233.0   $  241.2   $  246.1
                                                    ========   ========   ========   ========   ========
Accruing loans past due 90 days or more             $   67.7   $   62.9   $   91.1   $   82.1   $   84.2
Ratios:
          Non-performing loans to total loans           0.48%      0.50%      0.54%      0.57%      0.55%
          Non-performing assets to total loans
            plus other non-performing assets            0.62       0.63       0.67       0.70       0.71
          Non-performing assets and accruing loans
            90 days or more past due to total
            loans plus other non-performing assets      0.80       0.81       0.93       0.94       0.96
          Allowance to non-performing loans           288.61     282.40     264.08     257.98     264.05
</TABLE>

                                       25

<PAGE>

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

         The investment portfolio is managed to maximize yield over an entire
interest rate cycle while providing liquidity and minimizing risk. Securities
classified as held-to-maturity are carried at amortized cost, as the Company has
the ability and Management has the positive intent to hold these securities to
maturity. All securities not considered held-to-maturity or part of the trading
portfolio have been designated as available-for-sale and are recorded at fair
value. Unrealized gains and losses on available-for-sale securities are excluded
from earnings and are reported in accumulated other comprehensive income, a
component of stockholders' equity, net of deferred taxes. 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 decreased $265.0 million since December 31, 2003. The
decrease is a result of normal pay downs on held-to-maturity mortgage backed
securities, which are not being replenished, as well as other security
maturities.

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

<TABLE>
<CAPTION>
                                              Available-for-Sale Securities
                                        ------------------------------------------
                                           March 31, 2004       December 31, 2003
                                        --------------------  --------------------
                                        Amortized     Fair    Amortized    Fair
            (IN MILLIONS)                 Cost        Value      Cost      Value
                                        ---------  ---------  ---------  ---------
<S>                                     <C>        <C>        <C>        <C>
U.S. Treasury securities                $    47.9  $    49.9  $    49.0  $    50.4
U.S. Government agency securities           948.8      972.7    1,616.8    1,633.9
Mortgage-backed securities and
   collateralized mortgage obligations    9,142.7    9,351.1    8,723.2    8,842.8
Obligations of states and political
   subdivisions                             330.1      358.7      338.3      362.7
Other debt securities                        89.6       89.9      201.5      201.7
Equity securities                            45.3       56.2       44.0       53.2
Restricted equity securities                291.2      291.2      281.2      281.2
                                        ---------  ---------  ---------  ---------
     Total                              $10,895.6  $11,169.7  $11,254.0  $11,425.9
                                        =========  =========  =========  =========
</TABLE>

<TABLE>
<CAPTION>
                                               Held-to-Maturity Securities
                                        ------------------------------------------
                                           March 31, 2004       December 31, 2003
                                        --------------------  --------------------
                                        Amortized     Fair    Amortized    Fair
                                          Cost        Value      Cost      Value
                                        ---------  ---------  ---------  ---------
<S>                                     <C>        <C>        <C>        <C>
U.S. Treasury securities                $       -  $       -  $     0.5  $     0.5
U.S. Government agency securities             1.5        1.6        2.5        2.6
Mortgage-backed securities and
   collateralized mortgage obligations       69.2       73.9       75.7       80.5
Obligations of states and political
   subdivisions                              31.9       35.6       32.7       36.2
Other debt securities                       120.4      141.2      120.3      139.1
                                        ---------  ---------  ---------  ---------
     Total                              $   223.0  $   252.3  $   231.7  $   258.9
                                        =========  =========  =========  =========
</TABLE>

                                       26

<PAGE>

SHORT-TERM INVESTMENTS

         Short-term investments at March 31, 2004 totaled $875.5 million,
reflecting an increase of $50.3 million from the December 31, 2003 level of
$825.2 million. At March 31, 2004, short-term investments consisted of $151.5
million in federal funds sold, $6.2 million in time deposits with other banks,
$120.9 million in trading securities and $596.9 million in loans held for sale.
Securities held for trading purposes primarily include inventory at the
Company's brokerage subsidiary and are carried at fair value. Loans held for
sale, primarily 1-4 family mortgage loans in the process of being securitized
and sold to third party investors, are carried at the lower of cost or fair
value in the aggregate. The increase between periods is primarily due to
increased inventory at the brokerage subsidiary and more loans held for sale as
a result of interest rate movement.

         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 $980.4 million during the three month
period ended March 31, 2004. This is a 43% decrease from the first quarter 2003
level of approximately $1,586.8 million. This decline is mainly due the steady
increase in mortgage rates over the past year.

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

FUNDING

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

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

         Deposits are the Company's primary source of funding. Total deposits at
March 31, 2004 were $35,514.9 million, up $768.3 million or 2% from the December
31, 2003 level of $34,746.6 million. Of this increase, $221.1 million is from
wholesale funding sources. Core deposits, defined as demand deposits, time
deposits less than $100,000 and other long-term customers' deposits, increased
$547.2 million during the period. At March 31, 2004 total deposits included
interest-bearing deposits of $29,453.8 million and non-interest-bearing deposits
of $6,061.1 million.

         Short-term borrowings at March 31, 2004 were $5,074.6 million and
included federal funds purchased of $3,054.1 million, securities sold under
agreements to repurchase of $1,959.2 million and other borrowed funds of $61.3
million. At March 31, 2004, total short-term borrowings were 9.6% of total
liabilities and stockholders' equity, which is slightly down from the December
31, 2003 level of 11.3%.

                                       27

<PAGE>

         FHLB advances totaled $3,780.8 million at March 31, 2004. The current
quarter-end balance is down $200.0 million from the level outstanding at
December 31, 2003. The Company uses FHLB advances as an alternative to other
funding sources with similar maturities. They are also flexible, allowing the
Company to quickly obtain the necessary maturities and rates that best suit its
overall asset/liability management strategy.

         At March 31, 2004 and December 31, 2003, total long-term debt was
$2,856.5 million and $2,506.9 million, respectively. During the first three
months of 2004, $600 million in Bank Notes and Subordinated Notes were issued
and $256.5 million of Bank Notes matured. Maturities of long-term debt during
the remainder of 2004 include $845 million of variable-rate Bank Notes.

CAPITAL

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

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

         The March 31, 2004 Tier 1 and Total capital to risk weighted assets
were 7.83% and 10.70%, respectively, compared to the December 31, 2003 ratios of
7.77% and 10.68%, respectively.

CAPITAL RATIOS                                                           TABLE 9
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                           2004                              2003
                                        ----------    ----------------------------------------------------
                                          Mar 31        Dec 31       Sept 30        Jun 30        Mar 31
                                        ----------    ----------    ----------    ----------    ----------
<S>                                     <C>           <C>           <C>           <C>           <C>
Tier 1 capital:
   Stockholders' equity                 $  4,497.2    $  4,359.8    $  4,381.0    $  4,496.9    $  4,523.1
   Intangible assets other than
        servicing rights                    (797.5)       (800.5)       (803.6)       (806.8)       (795.4)
   Accumulated other
     comprehensive income                   (195.7)       (130.0)       (165.4)       (263.1)       (270.4)
                                        ----------    ----------    ----------    ----------    ----------
        Total Tier 1 capital               3,504.0       3,429.3       3,412.0       3,427.0       3,457.3
                                        ----------    ----------    ----------    ----------    ----------
Tier 2 capital:
   Allowable allowance for loan losses       501.2         501.2         501.2         501.1         499.5
   Allowable long-term debt                  785.0         785.0         825.0         875.0         915.0
                                        ----------    ----------    ----------    ----------    ----------
        Total Tier 2 capital               1,286.2       1,286.2       1,326.2       1,376.1       1,414.5
                                        ----------    ----------    ----------    ----------    ----------
        Total  risk-based capital       $  4,790.2    $  4,715.5    $  4,738.2    $  4,803.1    $  4,871.8
                                        ==========    ==========    ==========    ==========    ==========
Risk-weighted assets                    $ 44,750.7    $ 44,153.0    $ 43,826.6    $ 43,477.3    $ 42,582.5
Risk-based ratios:
   Tier 1 capital                             7.83%         7.77%         7.79%         7.88%         8.12%
   Total capital                             10.70         10.68         10.81         11.05         11.44
Leverage ratio                                6.88          6.78          6.87          6.78          6.96
</TABLE>

                                       28

<PAGE>

ISSUER PURCHASES OF EQUITY SECURITIES

         During 2003, the Company repurchased 17.9 million shares of Common
Stock under the previous program authorized for up to $500 million of common
stock, thereby utilizing the entire authorized amount.

         The following table summarizes information regarding the Company's
repurchases of common stock during the three months ended March 31, 2004:

ISSUER PURCHASES OF EQUITY SECURITIES                                   TABLE 10

<TABLE>
<CAPTION>
                                                                                               Approximate
                                                                       Total Number of       Dollar Value of
                                                                       Shares Purchased      Shares That May
                           Total Number of        Average price     as Part of a Publicly    Yet Be Purchased
      Period            Shares Purchased (1)      paid per share      Announced Plan (2)      Under the Plan
-------------------     --------------------      --------------    ---------------------    ----------------
<S>                     <C>                       <C>               <C>                      <C>
January 1, 2004 to
January 31, 2004                      59,141      $        34.28                   50,000    $    298,000,000
February 1, 2004 to
February 29, 2004                    661,797               33.85                  660,000         276,000,000
March 1, 2004 to
March 31, 2004                       692,892               33.50                  690,000         253,000,000
                        --------------------      --------------    ---------------------    ----------------
Total                              1,413,830      $        33.70                1,400,000
                        ====================      ==============    =====================
</TABLE>

(1)      During the first three months of 2004, the Company repurchased 13,830
         shares in connection with exercises of stock options.

(2)      On January 21, 2004, the Company's board of directors authorized the
         repurchase of up to $300 million of the Company's common stock, which
         at current prices would represent approximately 9 million shares. The
         repurchase program will be implemented through open market transactions
         at prevailing prices from time to time throughout 2004, and will expire
         on December 31, 2004. The ultimate amount repurchased is dependent on
         overall market and economic conditions, or alternative uses of capital
         such as for internal growth or acquisition opportunities that may
         arise.

                                       29

<PAGE>

LOAN COMMITMENTS, STANDBY LETTERS OF CREDIT AND OTHER GUARANTEES

         The Company, in the normal course of business, is a party to financial
instruments with off-balance sheet risk to meet the financing needs of its
customers. These financial instruments primarily include commitments to extend
credit to borrowers whose loans will be maintained for the Company's portfolio
and standby letters of credit. The contract or notional amounts of the
instruments reflect the extent of involvement the Company has in particular
classes of financial instruments.

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

         The Company's subsidiary bank had outstanding commitments to extend
credit of approximately $14,599.5 million at March 31, 2004 and $14,464.1
million at December 31, 2003. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.

         The Company's subsidiary bank had commitments to issue standby letters
of credit outstanding of approximately $1,423.2 million at March 31, 2004 and
$1,413.2 million at December 31, 2003. In addition, the Company has recorded a
liability for the estimated fair value of these standby letters of credit of
approximately $2.3 million at March 31, 2004 and $2.5 million at December 31,
2003, based on the fees charged for these arrangements.

         Prior to December 31, 2002, the Company participated in securitizations
of its 1-4 family mortgage loans, where the Company received 100% of the
securities backed by the 1-4 family mortgage loans. These securities are
guaranteed by the Federal Home Loan Mortgage Corporation ("FHLMC") and the
Federal National Mortgage Association ("FNMA"). The Company provided first-loss
guarantees in some of these securitizations, which provide for the Company to
reimburse FHLMC or FNMA a certain percentage of credit losses. The maximum
potential future payments the Company could be required to make under these
guarantees at March 31, 2004 was $69.5 million, which is not recorded as a
liability since the securitizations were not accounted for as sales
transactions. The Company has pledged $44.7 million in available-for-sale
securities to support these guarantees as of March 31, 2004.

INTEREST RATE RISK MANAGEMENT

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

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

                                       30

<PAGE>

         The following table illustrates the expected effect a given parallel
interest rate shift would have on the annualized projected net interest income
of the Company as of March 31, 2004. These projections are based on a flat rate
scenario. Actual interest rate adjustments made by the Federal Reserve do not
result in parallel shifts in interest rate because of factors relating to the
sloping yield curve. Actual financial results may differ from simulated results
because of many factors including, but not limited to, the timing, magnitude and
frequency in changes in interest rates, market conditions, and management
strategies.

<TABLE>
<CAPTION>
                                                         INCREASE/(DECREASE) IN
                                                          NET INTEREST INCOME
                                                         ----------------------
                CHANGE IN INTEREST RATES                     $           %
-------------------------------------------------------  ---------   ----------
                                                         (DOLLARS IN THOUSANDS)
<S>                                                      <C>         <C>
+ 100 basis points.....................................  $  14,889      0.85%
+ 50 basis points......................................     11,174      0.64
- 50 basis points......................................    (31,270)    (1.79)
</TABLE>

DERIVATIVE FINANCIAL INSTRUMENTS

HEDGING ACTIVITIES

         Derivative financial instruments that are used as part of the Company's
interest rate risk management strategy include interest rate swap agreements
("swaps"). These swaps are designated as fair value hedges and provide for the
Company to pay interest based on LIBOR while receiving payments of a fixed rate.
Balance sheet items hedged include pools of fixed-rate deposit liabilities and
certain issuances of fixed-rate long-term debt. Also, the Company's mortgage
banking subsidiary enters into forward sales commitments that are commitments
for future sales of closed mortgage loans to third parties at a specified price
and are designated as fair value hedges.

         Additionally, swaps are used as part of the Company's interest rate
risk management strategy that are designated as cash flow hedges. These swaps
provide for the Company to pay interest based on LIBOR while receiving payments
of a fixed rate, and are designated as cash flow hedges of pools of
floating-rate LIBOR loans.

DERIVATIVE INSTRUMENTS USED FOR HEDGING ACTIVITIES                      TABLE 11
(Dollars in Millions)

<TABLE>
<CAPTION>
                                       NOTIONAL BALANCE    NET CARRYING VALUE
                                        AS OF MARCH 31,      AS OF MARCH 31,
                                        2004      2003      2004       2003
                                      --------  --------  --------   --------
<S>                                   <C>       <C>       <C>        <C>
Fair Value Hedges:
      Interest rate swaps- received
           fixed/pay floating         $  930.0  $1,314.0  $   51.5   $   82.5
      Forward sales commitments of
           closed mortgage loans         322.8   1,044.2      (2.4)         -

Cash Flow Hedges:
      Interest rate swaps - received
           fixed/pay floating            450.0     450.0      49.9       63.3
      Interest rate swaps - received
           floating/pay fixed                -     200.0         -       (2.0)
                                      --------  --------  --------   --------
Total                                 $1,702.8  $3,008.2  $   99.0   $  143.8
                                      ========  ========  ========   ========
</TABLE>

                                       31

<PAGE>

TRADING ACTIVITIES

         The Company enters into various contracts to provide derivative
products to customers and enters into offsetting positions with third parties.
These derivatives do not qualify for hedge accounting; therefore, changes in
fair value are reflected in earnings.

         The Company's mortgage banking subsidiary enters into interest rate
lock commitments, which are commitments to originate loans whereby the interest
rate on the loan is determined prior to funding and the customers have locked
into that interest rate. The interest rate lock commitments are considered to be
derivatives. To offset changes in the interest rate lock commitments, the
Company's mortgage banking subsidiary enters into forward sales commitments
against some of its interest rate lock commitments. These derivatives do not
qualify as an accounting hedge.

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

TRADING DERIVATIVES
(Dollars in Millions)

<TABLE>
<CAPTION>
                                       NOTIONAL BALANCE   NET CARRYING VALUE
                                        AS OF MARCH 31,      AS OF MARCH 31,
                                        2004      2003      2004       2003
                                      --------  --------  --------   --------
<S>                                   <C>       <C>       <C>        <C>
Customer derivatives                  $2,702.7  $2,637.9  $      -   $      -
Interest rate lock commitments           237.7     382.7       1.3        5.5
Forward contracts against
     interest rate lock commitments      210.4     425.0      (0.1)      (2.8)
                                      --------  --------  --------   --------
Total                                 $3,150.8  $3,445.6  $    1.2   $    2.7
                                      ========  ========  ========   ========
</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

                                       32

<PAGE>

consultation with legal counsel, believes that the ultimate resolutions of these
proceedings will not have a material adverse effect on the Company's financial
statements.

ITEM 4. CONTROLS AND PROCEDURES

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

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

                                       33

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES

         (e)      Purchases of equity securities by the issuer and affiliated
                  purchasers - Information required by this item is contained
                  herein in response to Item 2 of Part I on page 29.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

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

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

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

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

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

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

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

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

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

                                       34

<PAGE>

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

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

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

          *       Incorporated herein by reference

         (b)      Reports on Form 8-K filed in the first quarter of 2004: a Form
                  8-K was filed on January 22, 2004, announcing financial
                  results and disclosing supplemental financial information for
                  the quarter and year ended December 31, 2003, and a Form 8-K
                  was filed on April 21, 2004, announcing financial results and
                  disclosing supplemental financial information for the quarter
                  March 31, 2004.

         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

                                                     /s/ Wallace D. Malone, Jr.
Date: May 10, 2004                                   __________________________

                                                     Wallace D. Malone, Jr.
                                                       Chairman and Chief
                                                       Executive Officer
                                                  (Principal Executive Officer)

Date:  May 10, 2004

                                                    /s/ Alton E. Yother
                                                    _________________________

                                                         Alton E. Yother
                                                    Executive Vice President,
                                                    Treasurer and Controller
                                                   (Principal Financial Officer)

                                       35