SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[X] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.

Wachovia Corporation
(Name of Registrant as Specified in Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:

PRESS RELEASE RELATING TO ISS SUPPORT OF THE PROPOSED MERGER OF FIRST UNION AND
WACHOVIA

[LOGO OF FIRST UNION] [LOGO OF WACHOVIA]

For Immediate Release

Media Contact:
First Union: Ginny Mackin 704-383-3715
Mary Eshet 704-383-7777
Wachovia: Ed Hutchins 336-732-4200
Jay Reed 336-732-5855

Investor Contact:
First Union: Alice Lehman 704-374-4139
Wachovia: Robert S. McCoy Jr. 336-732-5926
Marsha L. Smunt 336-732-5788

ISS RECOMMENDS FIRST UNION AND WACHOVIA SHAREHOLDERS

VOTE FOR MERGER OF EQUALS

Proxy Monitor Inc. Also Endorses First Union and Wachovia Combination

CHARLOTTE AND WINSTON-SALEM N.C., July 23, 2001 - First Union Corporation (NYSE:
FTU) and Wachovia Corporation (NYSE: WB) announced today that two highly
regarded independent stockholder advisory organizations have recommended that
shareholders vote for the Wachovia and First Union merger of equals.

Institutional Shareholder Services Inc. (ISS), the nation's leading independent
stockholder advisory organization, issued a report recommending that Wachovia
shareholders and First Union shareholders vote for the proposed merger between
the two companies at Wachovia's annual shareholder meeting on August 3, 2001,
and at First Union's annual shareholder meeting on July 31, 2001.

In its report, ISS made several points on the long-term strategic merits of the
First Union/Wachovia combination. ISS said:

. "We believe that Wachovia shareholders would be best served voting in
favor of the pending First Union transaction."

. "It appears fair to conclude that Wachovia has all along sought something
more along the lines of a "strategic partnership"--a transaction designed
to enhance Wachovia's market position, growth potential, and operating
strategy, and thereby generate long-range shareholder value--than a one-
time sale designed to maximize immediate shareholder returns."

. "We conclude that the merger agreement executed by Wachovia and First
Union deserves shareholder support...Furthermore, the weight of the
evidence suggests that Wachovia's board was adequately informed when it
approved the MOE agreement. In the absence of a proposal that offers a
substantial short-term premium or a clearly more compelling strategic
position than does the First Union deal, therefore, we believe that
shareholders are best served trusting the judgment of their directors, of
whom 13 (of 15) are independent."

ISS is the world's largest provider of proxy voting and corporate governance
services. It serves more than 700 institutional and corporate clients throughout
North America and Europe. ISS analyzes proxy proposals and issues vote
recommendations for more than 10,000 U.S. and 10,000 non-U.S. shareholder
meetings each year.

Proxy Monitor Inc., another highly regarded independent advisory organization,
also issued its recommendation that Wachovia shareholders vote for the First
Union merger proposal, citing the following:

. "We agree that this in-market merger of two strong regional banks could
be beneficial to the company's long-term growth and that it provides
significant opportunity for increased long-term share value in an
industry replete with similar transactions as banks continue to join
forces to compete in deregulated financial services markets.

. "What's more, we have found no compelling reason to abandon a merger
that, by all accounts, is fully and successfully underway, in favor of a
potential deal that is risky at best."

. And..."There is evidence that its strategic repositioning is working.
Since January 2001, First Union's stock is up by approximately 26%,
performing far better than the broader market (and SunTrust, for that
matter, with a year to date return of 10%)."

In a joint statement, the two companies said, "We welcome these independent,
third-party recommendations. Both reports represent another important milestone
in the process of completing this merger of equals. The recommendations reflect
an understanding of the compelling strategic and economic benefits of our
merger.

"In our view, a merger of First Union and Wachovia would create one of the
leading financial services companies in the United States and would provide
superior value to shareholders of Wachovia and First Union. We believe that
shareholders of both companies will enjoy immediate accretion in cash earnings
per share as well as strong prospects for a higher valuation through expansion
of the new Wachovia's price/earnings multiple. For Wachovia shareholders, we
believe the new Wachovia would offer a better dividend than SunTrust's
hypothetical dividend along with higher potential for dividend growth in the
future.

"The appropriate steps are being taken to complete this transaction and create
the new Wachovia in the very near future. We look forward to receiving
regulatory approval shortly, and we look forward to both First Union's and
Wachovia's shareholder meetings.

"Coming right on the heels of the North Carolina Business Court's resounding
validation of the Wachovia board's decision-making process to merge with First
Union, we believe the ISS and Proxy Monitor recommendations are further proof of
the momentum behind our merger of equals.

"We greatly appreciate the strong and broad support that the merger is receiving
from such diverse groups as employees, customers and community organizations.
Every vote is important. We urge all Wachovia and First Union shareholders to
vote for the First Union/Wachovia merger by returning the white proxy card."
-----

First Union (NYSE:FTU), with $246 billion in assets and stockholders' equity of
$16 billion at June 30, 2001, is a leading provider of financial services to 15
million retail and corporate customers throughout the East Coast and the nation.
The company operates full-service banking offices in 11 East Coast states and
Washington, D.C., and full-service brokerage offices in 47 states and
internationally. Online banking products and services can be accessed through
www.firstunion.com.
- ------------------

Wachovia (NYSE:WB) is a major interstate financial holding company offering
banking and financial services to individuals primarily in Florida, Georgia,
North Carolina, South Carolina and Virginia and to corporations and institutions
throughout the United States and globally. Wachovia Corporation is headquartered
in Atlanta and Winston-Salem, N.C., and had assets of $74.8 billion at June 30,
2001. Wachovia's Web site is located at www.wachovia.com.
----------------

This news release may contain forward-looking statements within the meaning of

the Private Securities Litigation Reform Act of 1995, including, without

limitation, (i) statements about the benefits of the merger between First Union

Corporation and Wachovia Corporation, including future financial and operating

results, cost savings, enhanced revenues, and accretion to reported earnings

that may be realized from the merger; (ii) statements with respect to First

Union's and Wachovia's plans, objectives, expectations and intentions and other

statements that are not historical facts; and (iii) other statements identified

by words such as "believes", "expects", "anticipates", "estimates", "intends",

"plans", "targets", "projects" and similar expressions. These statements are

based upon the current beliefs and expectations of First Union's and Wachovia's

management and are subject to significant risks and uncertainties. Actual

results may differ from those set forth in the forward-looking statements.

Date: July 25, 2001

The proposed merger of First Union and Wachovia will be submitted to First

Union's and Wachovia's shareholders for their consideration. Shareholders are

urged to read the joint proxy statement/prospectus regarding the proposed merger

between First Union and Wachovia and any other relevant documents filed with the

SEC because they contain important information. Shareholders may obtain a free

copy of the joint proxy statement/prospectus, as well as other filings

containing information about First Union and Wachovia, without charge, at the

SEC's Internet site (http://www.sec.gov). Copies of the joint proxy

statement/prospectus and other SEC filings that will be incorporated by

reference in the joint proxy statement/prospectus can also be obtained, without

charge, from First Union, Investor Relations, One First Union Center, Charlotte,

North Carolina 28288-0206 (704-374-6782), or from Wachovia, Investor Relations,

100 North Main Street, Winston-Salem, North Carolina 27150 (866-883-0789).

The information presented below may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, including,
without limitation: (i) statements about the benefits of the merger between
First Union Corporation and Wachovia Corporation, including future financial and
operating results, cost savings, enhanced revenues, and accretion to reported
earnings that may be realized from the merger; (ii) statements with respect to
First Union's and Wachovia's plans, objectives, expectations and intentions and
other statements that are not historical facts; and (iii) other statements
identified by words such as "believes", "expects", "anticipates", "estimates",
"intends", "plans", "targets", "projects" and similar expressions. These
statements are based upon the current beliefs and expectations of First Union's
and Wachovia's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the forward-
looking statements.

The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the risk that the businesses of First Union and
Wachovia will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the merger may not be fully realized or realized
within the expected time frame; (3) revenues following the merger may be lower
than expected; (4) deposit attrition, operating costs, customer loss and
business disruption following the merger, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than
expected; (5) the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; (6) the failure of First Union's and Wachovia's
shareholders to approve the merger; (7) competitive pressures among depository
and other financial institutions may increase significantly and have an effect
on pricing, spending, third-party relationships and revenues; (8) the strength
of the United States economy in general and the strength of the local economies
in which the combined company will conduct operations may be different than
expected resulting in, among other things, a deterioration in credit quality or
a reduced demand for credit, including the resultant effect on the combined
company's loan portfolio and allowance for loan losses; (9) changes in the U.S.
and foreign legal and regulatory framework; and (10) adverse conditions in the
stock market, the public debt market and other capital markets (including
changes in interest rate conditions) and the impact of such conditions on the
combined company's capital markets and asset management activities. Additional
factors that could cause First Union's and Wachovia's results to differ
materially from those described in the forward-looking statements can be found
in First Union's and Wachovia's reports (such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the
Securities and Exchange Commission and available at the SEC's Internet site
(http://www.sec.gov). All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable to First Union
or Wachovia or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. First Union and Wachovia do
not undertake any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the forward-looking statements
are made.

market, the public debt market and other capital markets (including changes in
interest rate conditions) and the impact of such conditions on the combined
company's capital markets and asset management activities. Additional factors
that could cause First Union's and Wachovia's results to differ materially from
those described in the forward-looking statements can be found in First Union's
and Wachovia's reports (such as Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and
Exchange Commission and available at the SEC's Internet site
(http://www.sec.gov). All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable to First Union
or Wachovia or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. First Union and Wachovia do
not undertake any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the forward-looking statements
are made.

Additional Information
- ----------------------
The proposed transaction will be submitted to First Union's and Wachovia's
stockholders for their consideration. Stockholders are urged to read the
definitive joint proxy statement/prospectus regarding the proposed transaction
and any other relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they contain (or will contain)
important information. You will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about
First Union and Wachovia, at the SEC's Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the SEC filings that have
been or will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to First Union, Investor Relations, One First Union Center, Charlotte,
North Carolina 28288-0206 (704-374-6782), or to Wachovia, Investor Relations,
100 North Main Street, Winston-Salem, North Carolina 27150 (888-492-6397).

TRANSCRIPT OF INVESTOR PRESENTATION REGARDING THE PROPOSED MERGER OF WACHOVIA
AND FIRST UNION

------------------------------------------------
Merger - Wachovia/First Union
July 23, 2001
nVISION

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

OPERATOR

... regarding the proposed merger with First Union. Today's

conference is being recorded, and is in a listen-only mode. In a

moment I will be turning the call over to Ms. Marsha Smunt,

Wachovia's Director of Investor Relations for opening remarks and

introductions. Ladies and gentlemen, Ms. Marsha Smunt.

MARSHA SMUNT

Thank you. Thank you for joining us today, particularly on short

notice. The purpose of today's meeting is simply to take the

opportunity to reiterate the merits of Wachovia's proposed merger

of equals with First Union. At the end of a brief presentation,

we will receive questions from the participants here in New York.

But before I begin, let me remind you that our discussion today

will contain forward looking statements, primarily pertaining to

anticipated income and expense trends related to future earnings.

These statements involve risk and uncertainty, and listeners are

cautioned not to place undue reliance on them since actual

results may differ materially from management expectations.

Additional information about the risk and uncertainty of such

statements is contained in Wachovia's annual report and other

filings with the Securities and Exchange Commission.

We urge shareholders to read the proxy statement covering the

proposed merger with First Union, and related documents filed

with the SEC, because they contain important information. You may

obtain these documents by calling 866-883-0789, or by accessing

the SEC's Internet web site.

The presentation today, for those listeners not in attendance,

contains excerpts from previous presentations that you can find

on our web site. The June 27th presentation will include pages

number six, seven, eight, nine, ten, 13, 16, and 20. And also

from the joint presentation made by Wachovia and First Union on

July 12th, it includes pages regarding the integration process

which are pages 13, 14, 15, and 23. Participants in the room have

those available at their fingertips.

Now I would like to introduce Mr. Bud Baker, Chairman and CEO of

Wachovia, who will be our main speaker today. With us also is Mr.

Bob McCoy, Wachovia's Vice Chairman and Chief Financial Officer.

Accompanying us also, we are pleased to have Bob Kelly, CFO of

First Union, and also Dan Burch, with our proxy solicitor,

MacKenzie Partners. Let me turn this microphone over to Mr. Bud

Baker. Thank you.

BUD BAKER

Thank you very much, and thank you for coming today. We have a

brief presentation which we will make at this time, and then we

will open the floor for questions. During the question period

there will be microphones available, which we will ask you to

use, so that our listening audience can hear the questions as

well. I will make a few brief overview remarks about the new

Wachovia, and then Bob McCoy and Bob Kelly will comment on the

integration process, and our progress there, as well as second

quarter performance to give you a better sense of what's ahead.

Then we will open the floor for questions.

The new Wachovia will occupy a position of market leadership in a

section of the country which will have superior economic results

over the next decade or perhaps longer. And you can see in the

box at the right hand side of the map, the position of the new

Wachovia in various markets, essentially ranking number one or

two in all of the state markets of the east, with very strong

deposit shares in each of those.

The franchise is a powerful one within a competitive landscape.

This slide shows you the East Coast deposit market share, and you

can see the strength of the new Wachovia. Also laying out the

individual banks as they now stand, about 2,794 branches, 172

billion in deposits, spread across a very good marketplace.

The company will be a leader in small business and middle market

activities, with strong product and service capabilities to

create a leading franchise. We will have great strength in

serving the needs of small business with over nine hundred

thousand small businesses. We will also be a leading provider of

financial products and services to corporate and middle market

customers throughout the east, with strong capabilities in

Treasury services and cash management through the combination of

Wachovia's and First Union's excellent work in that area. We

think that will be a leading business for us in the future. And

we will also have full capabilities in investment banking, and

capital markets businesses.

Just to give you a sense of the strength of this business

segment, for companies with sales from ten million to 250

million, within our footprint, 37 percent of those companies will

do business with us in the future, and they have already

indicated a high level of satisfaction with our service

capability.

The new company also has great scale in retail banking, with very

high average deposits per branch, and strong branch proximity,

which gives us flexibility for cost savings through overlap, but

also expanded capabilities in the serving of customers. And so we

will have the option as we go forward to look very carefully at

our branch structure, and to build it to suit our customers and

the kinds of things that they may wish to do with us in the

future.

I would emphasize here that there will be costs coming out of the

branch system going forward, but we will have as our greatest

emphasis to build greater capabilities to deal with customers.

Finally, within the retail bank, the combined company will have

about 19 million households to deal with in the general bank,

three million online banking customers, and that is very strong.

This company should be a leader in asset and wealth management,

and the brokerage business, with total assets under management of

220 billion, and a hundred billion or so in mutual fund assets. I

would point out at the bottom of this slide, not really to pass

over too quickly the eight thousand brokers across the country, I

believe in 47 states, but to move to the bottom of the slide,

there will be 130 teams dedicated to wealth management within our

footprint.

Both companies had been working very hard on the delivery of

wealth management services, and products through a team based

selling approach. These teams will come together almost

immediately with seasoned professionals offering these services

to our customers.

Over all, the new Wachovia brings forth a superior product

offering, with very strong capabilities in virtually all areas of

customer endeavor, and relatively few weaknesses that will have

to be corrected in the future. From our view, it is more of a

question of integration and positioning the capabilities properly

to bring them to customers. We have the scope to serve our

customers in the future.

And finally, what do we think is here for the shareholders? We

believe we are creating in the new Wachovia a strategically

superior company and a valuable franchise. It will be principally

located in an affluent footprint with high growth in core

markets, it will be a company that will have mass in important

markets throughout the Eastern Atlantic states, and the

Southeast. We will have scale in all core business lines,

strength to provide financial service to our commercial

customers, a broader product offering, a very strong distribution

system and a good earnings stream from businesses which will

represent high growth opportunities in the future.

And finally, we believe that we offer shareholders a high level

of cash EPS accretion, with strong results expected not just from

cost savings but from good revenue growth in the future as well.

I will now ask Bob McCoy and subsequently also Bob Kelly to give

you some thoughts on the integration process which is proceeding

very well within our two companies, and to also bring you up to

date on the second quarter performance and then when we finish

that, we'll open the floor for questions. Thank you very much.

BOB McCOY

Thank you, Bud. I think of all the questions you have about this

transaction, I think where we are in the integration process and

how we see it moving forward is probably most crucial at this

point in time. I will put up here one slide, it kind of shows ...

it's a pretty busy slide, but it really talks about, Wachovia and

First Union's history on acquisitions and mergers.

I think when we first announced the transaction, there was a

question immediately, well, is this going to be like the Core

States transaction with First Union? And I'll let Bob Kelly speak

to that, but I think you all know the history to that

transaction, and some of the problems created by being a high

premium transaction, and the need to earn back the premium as

quickly as possible.

I think what this slide shows is that between the two of us we've

had an incredible amount of experience in putting together

companies. Now this is a true merger of equals, and I'll go

through a little bit of that when I talk about the merger, the

integration process itself, but I think this demonstrates that

both non-bank and bank financial transactions, we've had an

incredible amount of experience with putting together very

diversified companies.

And that will serve us well as we look out in the future of

trying to put together a very complex financial services company

that is more than just a bank. We're going to have a very large,

you saw from some of the slide information that Bud had up there,

we're going to have eight thousand brokers, we're going to have

220 billion dollars of asset management business, and we're going

to have a massive wealth distribution network, and all that

requires fairly sophisticated systems working together.

And I think we can demonstrate that that's what we've done in the

past, and we fully expect that to be done in the future.

The next slide merely shows the transition team. It just shows

that really at the top we have the executive committee, which is

Bud Baker and Ken Thompson, and they have essentially approved to

date where we are in the process. Where we are to date is that we

have completed the business model and the organizational

structure for all 30 lines of business, and support units.

We went and did that first, because in order to get the proper

balance of who's going to run them before you name the people,

and what it looks like, you have to put together the

organizational structure, and I'll let Bob speak to why that was

so important for the budget process, and why we feel coming out

of the box, right after September one, we will have a "go to"

business model and financial statements that we can move forward

with.

There's a merger steering committee which I happen to co-chair

with a person named David Carroll, from First Union. And we have

been meeting constantly since we announced this transaction in

April, and we began the process by looking at the themes, and

saying, how are we going to make this thing work? We set up rules

of the road and policies and procedures, but it really comes down

to individuals.

So we asked each line of business under the Tier One director,

and the Tier One reporting had been announced the day of the

merger. Those are the people that report to Ken and Bud, there

are about 12 of those people. And they had been announced the day

of the merger. We asked them to pick four people from each side,

from each of line of business, Wacovia and First Union, and they

were to design an organizational structure and a business plan,

and they were each given a facilitator, one of the internal

consultants, and over the next few weeks they met and they put

together these plans.

And then we met with them and reviewed them and approved them and

took them to Bud and Ken. And that's where we are. We have

approval for every line of business, the organizational structure

down through three levels, and we've had approved the business

plan.

From that, we're now putting together the next 110 to 120 people

who actually run the businesses. They will be named probably

shortly after the August third, uh, shareholder vote. And we hope

to have those all in place, and the next step is to name the next

one thousand people, that's the third level, and they will

actually be together by the time we come out in September, when

we hope to have about 1300 people named in the company, by name

as to who's running it.

We have a process put together that is a selection process. It's

the first time either one of us have used it to quite this

extent, we're allowing people to self select for the jobs,

they're all posted, uh, all the level two tier jobs have been

posted. Incumbents from each company will be put in the pool

along with people who meet the criteria.

We have transition teams, conversion teams, culture teams, all

this ... all this moving forward. We've also spent I think a

considerable amount of time on the risk. We have a separate team

of people looking at the risks that we're taking with each line

of business, with each system, trying to figure out what is it

exactly we need to make sure we're doing right before the

transaction is finalized.

And so we have a team of people who are a mixture of auditors and
people from finance and people from operational areas looking at
the risk and hopefully we will have identified, by now we have
identified most of them, but now as we begin to name the Tier Two
level people, they begin to look at the business plans, they
begin to identify more risks. We hope through that process that
we will be able to show that we really know what we are doing.

We expect the transaction to close on September 1, assuming the
vote on August third goes the way we expect. So that on September
one, we will come out with the new company, we have the "go to
market" business model in place for each line of business, so
that at least the Tier One and then the Tier Two level people, as
they're selected, will begin to make sure that that is put in
place.

We think it's very important that on the day in which the new
Wachovia is formed legally, and we figure that's about September
one, that our employees know exactly what to expect. And there's
a lot of work between now and then, but we believe we've got a
good start. We're 80-some days into the process. We've already
gotten the organizational structure and business models together.
We're in the process of naming the next 100 to 110 people. We
think that process will go reasonably smooth, naming the next
thousand will obviously take a lot of time, it's a lot more
effort. But employees need to know who will be running these
lines of business, and the sooner that we can do that, the
better.

We think that the transaction is compelling for the Wachovia
shareholders and for the First Union shareholders. I will not go
over these. You can read them the same as anybody else. But I
think in summary, we are well prepared for the next step. We have
been meeting diligently for the last 80-some days, we've got well
over 300 people between the two companies that have been meeting.

We would expect by the end of August we've identified all the
application systems, and have selected which one of the
application systems we will go to. We've come quite a ways. And
... but we expect that we need to be well prepared for that ...
for that September one date.

I think before, going to Bob and let him comment a couple of
things on First Union, I'll make a couple of comments about the
second quarter earnings at Wachovia, very high level comments,
because I'm sure you've had a chance to look at them.

I think the piece about our earnings for the second quarter
that's very important is we had a great opportunity for our
employees to fall down on the job, in a period when there had
been announcement of a major merger, and then, the May 14th
announcement that there was a hostile takeover being attempted.

Through that whole process, our employees have done very well.
Oh, we've had a lot of pressure on them. They have had to face
amazing pressure in the marketplace from their customers and from
competitors. But I think the numbers show that they were able to
stick it out and do extremely well.

And we had growth in the retail bank, we had growth in asset and
wealth management. We had growth in almost every line of business
during that period of time. We did not see the significant
attrition in our customer base that was being predicted by
others. Feel very good about that.

We had loan growth, but where we had loan growth was really where
it counts. Small business, business banking, and regional
corporate. Because those take individuals, that's not large
syndicated lending. That's where individuals have to go out and
make those loans and deal with those customers and our customers,
again, have been very loyal to us.

So I would say in summary, the quarter was a good quarter. We had
momentum on revenues, we had momentum on loans. And, we took care
of some credit issues. We were proactive in the market in selling
down, pieces of credit, of exposure we no longer wanted. But we
certainly have a lot of work to go, but we ... I think we got a
good start on it.

We reduced our large corporate lending by 1.6 billion. Those of
you that can remember our March meeting in Winston, we said we
were going to reduce our corporate book by three billion, we got
a pretty good start on it. We got about 1.6 of that done, we have
another 1.4 billion to go.

And then when we put the two companies together, we also made a
statement ... announcement that we would probably reduce our
large corporate lending by about ten billion dollars. So both
institutions, and Bob can speak to the First Union side, got a
good head start during the second quarter, and we would expect
that momentum to continue.

We had improvement in the net interest margin yield. That ...
that improvement came on both sides. In other words, we reduced
our cost of funds a little more than we lowered the price that we
sold money for. In this kind of period, where you have a lower
interest rate environment, you have to be very careful. You have
to be very fair to both lenders and ... and borrowers.

During this period of time, we showed great discipline, we got
better spreads in the large corporate lending, and we got that
because of the competition. All of us went together and said it
was time we get better spreads for some of the risks that we've
been taking.

Expense control, we ... we grew our expenses 1.7 percent, our
goal for the year was three percent plus acquisitions, and I
think we were able to do a little bit better than that.

So I think overall, I would classify it as a pretty good quarter.
Not outstanding, but a pretty good quarter. We took care of some
credit issues, we got some of them behind us, our non-performers
were down 30 million. But as far as credit's concerned, we would
expect to continue to see issues with respect to credit. We are
certainly far from out of a ... out of the economic environment
we're in today. We continue to see slow loan growth ... to see
slower economic growth that always, always results in I think
higher credit charges.

So far the consumers look pretty good, the small business people
look pretty good, and, uh, middle market and corporate commercial
real estate continues to look better than I would have thought at
this time.

So things really do look good. But on the other hand, if you look
at the economic environment we're in, and the sort of growth
rates that we're going to have to be accustomed to, I think you
need to assume that loan growth will be slower, and we will have
a higher credit cost.

Bob, I'm going to let you maybe speak a little bit to First
Union. Maybe that budget process we're going to go through with
the new company, which I think should be of interest to them.

BOB KELLY

Sure, Bob. We ... just to let you all know, about two months ago
our people on both sides, in Wachovia and First Union, started
working on mapping our two general ledger systems, to start to

get a good snapshot of exactly what accounts go into which
accounts, and how would we start to generate new financial
statements going forward? ... post-September 1. That process is
largely complete now.

You should know that by the middle of August, around the 15th of
August, we're going to have our very first snapshot on a combined
basis of the new Wachovia, in terms of what the budget will look
like for the remaining four months of the year, i.e., September
one through December 31. And, as soon as we have that nailed
down, we'll send that over to ... to Bud and Ken Thompson to sign
off on that.

The ... all of our statements going forward as of beginning of
September will be on the new combined basis. There will no longer
be old First Union or old Wachovia, it's going to be the new
Wachovia financial statements, so that every one of the new
business heads that are being selected will be looking at their
numbers on a combined basis. And we think that's absolutely
mandatory for our people to be able to run our businesses going
forward.

So, uh, we'll have the last four months of the year nailed down
by some time in August. The second thing is the 2002 budget,
we're already working on that. We'll have our first snapshot of
that around the middle of September. Past the middle of
September, we'll be refining that, uh, through the subsequent
months, October, November, and then it is our plan to take the
new Wachovia annual budget for '02 to our board in mid-December
some time.

So both of those processes are still ... are underway. We have
decided upon our significant accounting policies, the way in
which we're going to present our numbers, the expense allocation
methodologies. Things are going well on that front. So, no
surprises there. And people are looking forward to post-August
third, so we can get into the real heavy lifting of melding these
two companies into one, and making sure that we deliver for our
shareholders.

Uh, I should mention that ... Bob has mentioned the importance of
getting all the boxes filled. We have, four layers announced in
terms of the organizational structure. We want to fill all those
boxes as quickly as possible, i.e., by the end of August. What we
need are people in all the boxes, so that, uh, they can sign off
on their business plans in the fall.

So that not only will they say, here's what our combined
revenues, expenses, capital use, balance sheet, et cetera, et
cetera, et cetera is, but, we're also going to include in their
budgets of course, projected revenue synergies as well as
expected expense synergies. And we want them to sign on the
dotted line, each and every one of them, so that, we have
absolute commitment from all of our senior management throughout
the new company.

So I ... I would just say beyond that, the business planning
continues to go well. You may be aware that we couldn't actually
look at all of our information in detail. We ... before the
proxies are mailed out, we can only really share expense
information. After the proxies were mailed we could share expense
... and revenue information. We still can't share customer data,
of course, but we can start doing that at consummation.

The only other thing I'd mention on the second quarter for First
Union, is we were encouraged by what we saw in each and every one
of our businesses, all three of our core businesses had revenue
growth. Expense ... expenses were largely flat, for three
quarters in a row, evidencing great expense control. The general
bank, was ... was a big story for us.

Some people in the past have questioned whether or not the
general bank is ready for a major integration, and when you think
about a merger of equals between a great company like Wachovia
and ourselves, it ... the heavy lifting's going to be on the
general bank side, combining the branches and the products and
services, as well as on the technology side. And it's great to
see that our general bank had such a ... such an outstanding
quarter, both on the revenue side and on the expense side, and it
generated great growth and economic profit as well.

So I ... I think it's fairly evident that the general bank, is
turned around. I should also mention our low cost core deposits
grew by four percent. We provided an additional $30 million to
our allowance over and above charge off's. Our total NPA's, like
Wachovia's were down, through proactive management of the loan
portfolios, and through sales of loans, and, uh, we provided some
new guidance in terms of we obviously can't be thinking in terms
of charge off's this year of 60 to 80 basis points, it's going to
be something lower than that, and we provided new guidance of 55
to 65 basis points.

Finally, I'd note that our Tier One ratio went up for the fourth
consecutive quarter, and we're at 7.4 percent. So overall, I
would say our two franchises, in spite of the distractions, are
doing well.

Everyone's working hard. We are looking forward to new Wachovia,
and getting down to brass tacks, and through all the tremendous
work that Bob and David Carroll and the ... and the teams
throughout both companies have done, we'll be able to take that
extensive planning and start to convert it into reality. Bud,
that's all I really had to say up front.

BUD BAKER

I believe now we can take ... take your questions, if you'd like,
and as I indicated, I believe there are microphones available,
and we'll ask you to use those, so that people listening in can
hear the questions. Questions? Yes, sir, in the back.

MAN

Could you just talk a little bit about your general trends in
credit quality? I mean, perhaps you're getting (Inaudible)
syndicated lending issues, but what about the more granular type
of, uh, credit out there, small businesses, what trends do you
just generally see, in your region of the country?

BUD BAKER

I'll sort of take a whack at that one on the front end, and then
maybe ... maybe you all would like to follow up a little bit.
We've been ... both companies have been very active in working on
credit quality, and I think have been aggressive in trying to
address the problems.

Our sense, I believe, is that for a period of time, we will
continue, for example, to see the ... the number of problem
credits on our various watch lists probably continue to rise.
There's still pressure out there on the commercial side,
relatively strong pressure coming out of the economy and very,
very difficult to predict where the economy is going to go from
here, but, uh, we can see clearly from some of the earnings
issues that have been made public in recent days that there are
people struggling in a ... in a slower growing economy.

We are beginning now, for the first time, to see the suggestion
of some issues among small businesses, and medium size companies
who clearly do business with a lot of these larger companies, and
so we would expect to see some deterioration there in the small
business banking area.

So far I would say that the ... a surprising area to all of us
who followed credit for some time is that the real estate, areas
of our companies continue to look very, very good, and the real
estate credit in general continues to look good. I think we have
two ... two non-performing real estate loans in the company, both
of which have been handled well, and we have a good feeling about
the prospects for those.

So the real estate continues to look good. The consumer is
continuing to do very well. We've seen some deterioration in
credit card charge off's, and in bankruptcies, but by and large,
the consumer's doing better at this point in the cycle, I think
than we certainly thought the consumer would be able to do going
forward.

I think we have to now think a little bit about an environment
where the economy is slower growing, and to expect that there
will be over a cycle, some pressure on the risk side. Bob, would
you like to comment?

BOB McCOY

No, other than just sort of rehash one thing you did say, as ...
as you look at all the disappointing earnings out there for some
companies, and the cut backs in large companies, there is a
filter down relationship here with the providers, the service
providers, and many of those are small to medium size businesses.
And there's just a question of how long before some of them begin
to feel the pressure of lower business volumes or, plants closing
and that type of thing.

So through this point in the cycle, and you go back and look
through prior cycles, we feel really good about the level of
concerns on small business banking, in regional corporate and the
consumer, and real estate compared to other cycles. This cycle's
been so dominated by the syndicated credits in large corporate
lending, that you tend to overlook what's happening in the rest
of it.

But I will say that while we feel more pressure today than we did
six months ago on those credits, there has not been as much
negative results as I would have anticipated at this time.

BOB KELLY:

I wouldn't add to that, other than the fact that, our strategies
seem to be very similar, we're both selling down on loans, we're
both, decreasing our corporate loan book. Yourselves, about $1.6
(billion), ourselves about $1.4 billion, on a quarterly basis. As
we continue to proactively manage the portfolios and, work
towards improving the overall RAROC of the portfolios.

We did indicate during our second quarter call that we are going
to continue to actively manage the ... the loan portfolios, and
it's our hope to be able to keep NPA's flat through proactive
management by selling down loans. We probably feel better today
than we did six months ago.

And we talked internally a little bit about a snow plow effect,
and maybe NPA's will grow later in this year, but we have been
mildly encouraged on the economy and we're certainly in better
shape than we thought we would be some months ago.

BUD BAKER

One point I would make here, we've been very enthusiastic about
this combination for a lot of reasons. One of the reasons is that
the new company is located in very good markets. Particularly
markets that have urban centers that will grow over, we think,
the next decade or so, possibly even longer. And we saw a better
economy in this quarter than we really thought we might have. The
economy really was quite good, across the board, and particularly
with consumer. Other questions? Yes, sir?

MAN

I'm just wondering if you can give us any feedback on how these
meetings have been going, and what your sense is of, uh, how the
vote is going to turn out at this point?

BUD BAKER

It's difficult to ... it's difficult to say at this point. I
would say that we have spent a lot of time with institutional
investors. I believe I would be safe in suggesting that they have
been very interested in the story of the new company. Most of our
discussion has been forward looking, relative to the prospects of
the new company. And so my sense is that they are looking to the
future, thinking about the great prospects for the company.

We obviously can't and would not predict how any of them would
vote, and ... that would be presumptuous. But we're encouraged by
their interest. We've certainly had good reception. There are
some institutions where we've talked some about governance and
issues that came up during this campaign. And we, I think, have
been able to resolve those satisfactorily and, we've moved
forward.

Now, of course, there's an event pending today that would be ...
would be important, and we will await the outcome (ISS
recommendation). But I would simply say we are encouraged at the
warm reception that the concept of the company has gotten. I
believe that our investors now understand where we're trying to
go with the company and we've been encouraged by that. Yes, sir?

MAN

Yeah. You had mentioned selling down NPA's and if everything goes
well, to keep them flat. Can you talk about the liquidity in the
secondary market, and what kind of discounts you take, uh, at
this time when selling down NPA's?

BOB McCOY

Well, our experience was that the liquidity in the market place
was great up until about the first week of June. Then it sort of
evaporated. Our plan was to actually have been out of some other
credits which we just couldn't ... didn't have enough time at
Wachovia, because the liquidity just wasn't there in the market
place. I would say that we were pleased. What happened to the
market, at least from our perspective, was that the liquidity and
the market improved from the end of the first quarter to the
middle part of the second quarter.

We were prepared for that, because in our March meeting, Don
Truslow, our Senior Credit Officer, indicated what his plan was,
and his plan was to move forward no matter what happened. And so
he was well prepared, and when you are prepared, and you're going
to sell, you're not going to quibble about one or two percentage
points, you're going to move. But when the market really opened
up for us, we were very aggressive, in selling down some credits.

Now, not all our movement in non-perform was just the result of
selling down, because we had some positive movement. We had pay
downs, we had some credits move off back on to perform, and we
had two credits move on non-perform. We had Warnaco move on
non-perform, our share

of it, about 29 million, moved on, and then we had a private
company move on, so you're going to see this constant movement.

As far as prices, I don't know if I can remember exactly what it
was, but it was better than what we had anticipated at the end of
the first quarter. So the discounts that we took, I think we've
said that we had ... and don't hold me to this ... I think we
said we had about 30 million dollars that we took in the loan
loss provision that was the result of loan sales.

So, that means that whatever share cut we took, we took 30
million of it in the loan loss provision. The loan loss provision
was 215 million dollars. About 56 million of that was to build
reserves, but 30 million was the cost to do that, and the rest
were essentially credit charge-off's. But I don't recall exactly
what percentage, but it was better than what we had anticipated,
and I want to say high seventies, but I ... I could be wrong on
that.

BUD BAKER

Bob, you have any comments?

BOB KELLY

Well, all I'd add to that is, uh, during the second quarter, we
had about 36 million in impact of sales and transfers to assets
held for sale. I've been generally, gaining courage by the depths
of the market in terms of what we can actually sell to out there.
I know it slowed down in the second half of June, but my
expectation is there will still be a market for the rest of this
year. If there isn't as robust a market for loan sales, then the
impact will be a little ... slightly higher NPA's on our books,
but on the other hand, we'll have a better income statement,
because we won't have any flow through's of loan sales going
through our provision on the interim statement.

So, I still feel good about the remainder of the year on that
front, and ... and our goal overall. And I'm sorry I don't have
the discount numbers either, although I could find out if you'd
like.

BUD BAKER

Other questions? Yes, sir.

Thank you. Any update on your discussions with the Bank One
credit card sale, prospects for closing that transaction?

BOB McCOY

I'm involved with that transaction, and we have had, constant
discussions with them, and are in discussions right now, and
would expect to be able to report in the near future that we've
... I would say we'll get back to you as soon as possible, and I
would expect that to be relatively soon. As I stated before, some
time ago, maybe it was in the second quarter call, that we fully
expect to still create a little over a billion dollars of free
capital, resulting from that transaction.

BUD BAKER

Other questions? Can we return to the previous slide? If there
are no other questions, I would like to thank you very much for
coming today and listening to our story. We're very excited about
the pending transaction. We are working very hard to talk to
shareholders, both on the institutional and the retail level. In
Wachovia alone we have 500 people who have volunteered to be
ambassadors, to explain the transaction to our employees, to our
customers, and to our shareholders. There's a very great deal of
work being done at the grassroots level.

And of course, we have all been on the road almost constantly,
trying to be available to talk to institutional shareholders. We
think this is a compelling transaction, we think we are going to
have the opportunity to create a premiere financial service
company, in one of the great economic regions of America.

Thank you very much for coming today, and thank you for your
support in the transaction. Thank you very much.

(END)

PRESENTATION AT INVESTOR MEETING REGARDING THE PROPOSED MERGER OF FIRST UNION
AND WACHOVIA

[LOGO OF FIRST UNION] [LOGO OF WACHOVIA]

The new
[LOGO OF WACHOVIA]
A Compelling Combination

July 23, 2001

Cautionary Statement

The proposed merger of First Union and Wachovia will be submitted to First
Union's and Wachovia's stockholders for their consideration, and First Union
has filed a registration statement on Form S-4 with the SEC containing a
preliminary joint proxy statement/prospectus of First Union and Wachovia and
other relevant documents concerning the proposed transaction. Stockholders are
urged to read the definitive joint proxy statement/prospectus when it becomes
available and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will contain
important information. You will be able to obtain a free copy of the
registration statement and the joint proxy statement/prospectus, as well as
other filings containing information about First Union and Wachovia, at the
SEC's Internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the SEC filings that will be incorporated by reference
in the joint proxy statement/prospectus can also be obtained, without charge, by
directing a request to First Union, Investor Relations, One First Union Center,
Charlotte, North Carolina 28288-0206 (704-374-6782), or to Wachovia, Investor
Relations, 100 North Main Street, Winston-Salem, North Carolina 27150
(888-492-6397).

First Union and Wachovia, their respective directors and executive officers and
certain other persons may be deemed to be participants in the solicitation of
proxies from the stockholders of First Union and Wachovia in connection with the
merger. Information about the directors and executive officers of First Union
and their ownership of First Union common stock is set forth in First Union's
proxy statement on Schedule 14A, as filed with the SEC on March 13, 2001.
Information about the directors and executive officers of Wachovia and their
ownership of Wachovia common stock is set forth in Wachovia's proxy statement on
Schedule 14A, as filed with the SEC on March 19, 2001. Information regarding the
interests of other participants and additional information regarding directors
and officers of First Union and Wachovia may be obtained by reading the
registration statement, including Exhibit 99.8 thereto, and the definitive joint
proxy statement/prospectus regarding the proposed transaction when it becomes
available.

This presentation may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements about the benefits of the merger between First Union
Corporation and Wachovia Corporation, including future financial and operating
results, cost savings, enhanced revenues, and accretion to reported earnings
that may be realized from the merger; (ii) statements with respect to First
Union's and Wachovia's plans, objectives, expectations and intentions and other
statements that are not historical facts; and (iii) other statements identified
by words such as "believes", "expects", "anticipates", "estimates", "intends",
"plans", "targets", "projects" and similar expressions. These statements are
based upon the current beliefs and expectations of First Union's and Wachovia's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements.

Cautionary Statement

The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the risk that the businesses of First Union and
Wachovia will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the merger may not be fully realized or realized
within the expected time frame; (3) revenues following the merger may be lower
than expected; (4) deposit attrition, operating costs, customer loss and
business disruption following the merger, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than
expected; (5) the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; (6) the failure of First Union's and Wachovia's
stockholders to approve the merger; (7) competitive pressures among depository
and other financial institutions may increase significantly and have an effect
on pricing, spending, third-party relationships and revenues; (8) the strength
of the United States economy in general and the strength of the local economies
in which the combined company will conduct operations may be different than
expected resulting in, among other things, a deterioration in credit quality or
a reduced demand for credit, including the resultant effect on the combined
company's loan portfolio and allowance for loan losses; (9) changes in the U.S.
and foreign legal and regulatory framework; and (10) adverse conditions in the
stock market, the public debt market and other capital markets (including
changes in interest rate conditions) and the impact of such conditions on the
combined company's capital markets and asset management activities. Additional
factors that could cause First Union's and Wachovia's results to differ
materially from those described in the forward-looking statements can be found
in First Union's and Wachovia's reports (such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the
Securities and Exchange Commission and available at the SEC's Internet site
(http://www.sec. gov). All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters attributable to
First Union or Wachovia or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above. First Union and
Wachovia do not undertake any obligation to update any forward-looking statement
to reflect circumstances or events that occur after the date the forward-looking
statements are made.

The new Wachovia
Market Leadership in a Superior Footprint

The new
[LOGO OF WACHOVIA]

[MAP OF EAST COAST]

#1 Retail Bank in East

Deposit
Rank State Share

#1 North Carolina 24%

#1 South Carolina 21%

#1 Virginia 20%

#1 Eastern PA 20%

#1 Georgia 19%

#2 Florida 16%

#2 New Jersey 12%

Source: SNL Securities. Ranked by deposit market share.

Competitive Landscape
Creating A Powerful Franchise

East Coast Deposit Market Share (/1/) (/2/)

# OF TOTAL MARKET
RANK INSTITUTION BRANCHES DEPOSITS ($BN) SHARE

The new Wachovia (/3/) 2,794 $ 172.9 11.5%

1 First Union 2,082 132.1 8.8

2 Bank of America 1,580 111.5 7.4

3 FleetBoston 1,131 65.9 4.4

4 SunTrust 927 50.9 3.4

5 Wachovia 712 40.7 2.7

6 PNC 614 40.1 2.7

7 BB&T 930 38.4 2.6

8 Mellon Financial 284 21.9 1.5

9 M&T Bank 438 21.1 1.4

10 SouthTrust 399 16.3 1.1

Source: SNL Securities as of June 30, 2000.
(1) Consists of FL, GA, SC, NC, VA, DC, MD, DE, NJ, PA, NY and CT.
(2) Excludes money center banks including J.P. Morgan, Citigroup, HSBC and
Bank of New York.
(3) Excludes impact of deposit divestitures.

Small Business & Middle Market Platform
Leverages Strong Product & Service Capabilities to Create a Leading Franchise

Strength in serving needs of small businesses

- New Wachovia will serve 900,000 small businesses

- Ranked as the #1 SBA lender in loans originated in the East

Leading provider of financial products and services to
corporate / middle market customers in the East

Full service capabilities through

- Treasury / Cash Management Services

- Investment Banking / Capital Markets

Scale In Retail Banking
Efficient Retail Distribution System

Average Deposits Per Branch
(Dollars in Millions)

$ 80

$ 75.3
$ 75 $ 73.5

$ 70

$ 64.7
$ 65
$ 61.9

$ 60

$ 55

$ 50
1 Mile 2 Miles 1 Mile 2 Miles

Pro Forma Consolidated Pro Forma Consolidated
The New Suntrust
Wachovia Proposal

Retail Distribution

The new SunTrust
Wachovia Proposal

Retail Customers 19MM 8MM

On-line Banking Customers 3MM 1MM

Total Deposits(/1/) $186BN $108BN

Core Deposits (/1/)(/2/) $164BN $81BN

Branches(3) 2,600 1,700

ATM Network 5,128 3,415

(1) As of March 31, 2001.
(2) Excludes time deposits > $100M and estimated divestitures.
(3) Excludes approximately 300 branches for First Union/Wachovia and 160
branches for SunTrust/Wachovia .

Source: SNL Securities as of June 2000, excludes branches with zero deposits.

Asset & Wealth Management / Brokerage
The new Wachovia - A National Leader

The new SunTrust
Wachovia Proposal

Total AUM $222BN $142BN
Mutual Fund AUM $98BN $31BN
# of Licensed Brokers 8,350(/1/) 674

# of Brokerage Offices 600 75

# of Private Client/HNW Offices 133 57

Note: Wachovia contributes $50BN in AUM, $11BN in mutual fund AUM, 571 licensed
brokers, 64 brokerage offices and 57 private client/HNW offices.
(1) 6th largest brokerage firm in the U.S. in terms of number of licensed
brokers.

Superior Product Offering
Creating a Leading Financial Services Franchise

The new SunTrust
Wachovia Proposal

Investment Management S B
Mutual Funds S B
High Net Worth / Personal Trust S A
Insurance S A
401(k) - Institutional A W
CAP / Consolidated Accounts S W
Capital Markets Products S A
Treasury Services / Cash Mgmt S A
Commercial Lending S S
Consumer Lending S S
Deposit Products S S

S= Strong
A= Acceptable
B= Below Average
W= Weak

What's In It For Wachovia Shareholders?
We Believe the new Wachovia is a Strategically Superior/More Valuable Franchise

|X| More affluent footprint / mass in core market
|X| Scale in all core business lines
|X| Strength in providing financial services to small
business and commercial customers
|X| Established growth drivers
|X| Broader product offering / distribution system
|X| Earnings stream from higher growth businesses

Cash EPS Accretion
The new Wachovia Results in More Than Twice the
Accretion to Wachovia Shareholders

2002 2003 2004

The new Wachovia 15.2% 17.4% 19.8%

SunTrust Proposal 1.9% 5.7% 9.3%
($500MM Cost Savings)

SunTrust Proposal 0.9% 4.2% 7.2%
($400MM Cost Savings)

Note: Figures are based on data reflected in respective investor presentations.
Accretion to Wachovia shareholders would decrease by 0.5% per year assuming a
$780MM breakup fee under the SunTrust scenarios.

First Union/Wachovia Merger
Integration Planning... Well
Organized and Progressing

First Union/Wachovia Merger Integration
Planning...Well Organized and Progressing

First Union's Extensive Integration Experience

81 bank mergers since 1985 (approximately 4,000 branches, 2,000 systems)
- 27 bank mergers with greater than $1 billion in assets; 13 bank
mergers with greater than $5 billion in assets
- 10 broker-dealer/investment manager acquisitions with greater than 3
million customers
We have learned from our CoreStates experience

81 Acquisitions
Involved
- ------------------------------
General Ledger
Payroll
Accounts Payable
Fixed Assets
Benefits
Network Connectivity
Customer Information Systems

41 of Those 81
Less Complex
Bank Acquisitions
Involved
- -----------------------------
Deposits ATM
Consumer Loans
Leasing
Indirect
Unsecured/Secured
Commercial Loans
CDs
Safe Deposit Box
Overdraft Protection
Mortgage
Item Processing
Credit Card
Wire Transfer
Equity Lines
ACH

30 of Those 81
Complex Bank
Acquisitions
Involved
- ------------------------------
Mutual Funds
Brokerage
Personal Trust
Corporate Trust
Insurance
IRA
CAP
International
Sales Tracking
Credit/Debit Cards
Capital Markets Investments
Capital Mgmt Investments
Trading
Account Recovery
Cash Management
401K
Institutional Custody

10 Specialty Acquisitions
Involved
- ------------------------------
Unique System
Conversions
Examples Include:
Equity Derivative Systems
Bond Systems
Commercial and Insurance Systems
Dot coms

First Union/Wachovia Merger Integration
Planning...Well Organized and Progressing

Balanced Representation of Wachovia and First Union Management

Post-Closing Committee of Independent Directors

Executive Committee (B. Baker and K. Thompson)
Approve key transition decisions

Merger Steering Committee (B. McCoy and D. Carroll)
Set overall policies

Project Management Office
Coordinate and oversee all transition processes and communications

Customer Experience Team Integrated Communications
Culture Integration Team Progress Tracking

Transition Team Conversion Task Force
Manage the corporation's integration Planning for all systems conversions
planning at the business unit level

All Business Units Represented All Business Units Represented

Primary Objectives: Expand Customer Base
- ------------------ Stay Focused on Customer Experience
Improve Customer Perception of Combined Organization

First Union/Wachovia Merger Integration
Planning...Well Organized and Progressing

Transition Risk Management

Risk management is key component of entire transition/execution process:

. Customer risk
. Systems/operations risk
. Organization risk

. Employee risk
. Regulatory risk
. Financial risk

. Market risk
. Capacity/volume risk
. Transaction risk

Detailed Information Tracked

Financial
Core Expense/Goal
One-Time Expense/Goal
Operating Exp/Op. Rev. vs. Goal
Operating EPS/Forecast vs. Goal
Cash EPS/Forecast vs. Goal
ChargeOffs/Avg. Loans vs. Target
NPL/Loans + OREO vs. Target
Avg. Deposits/Customer vs. Baseline
Avg. Loans/Customer vs. Baseline
Revenue Growth/Forecast
Tier I Capital vs. Target
Total Capital vs. Target
Debt Rating vs. Target
Reserves/Loans vs. Target
Credit Losses/Avg. Loans vs. Target
Noncredit Losses/Avg. Loans vs. Target
Share Price Movement/BK Index vs. Target
Economic Profit Growth vs. Target
Operating ROE vs. Target
Share Repurchases vs. Target

Retail Customer
Net Growth vs. Baseline
Customer
Small Business
Consumer (Gallup) vs. Target
Commercial vs. Target
Market Share vs. Target
Brand Perception vs. Target
Customer Perception vs. Target

Human Resources
Cultural Task Force
Meeting Milestones
FTE Reduction/Plan
Training Events/Plan
% Employees Retained/Plan
% Displaced in New Positions/Plan
Monthly Turnover/Plan

Transition Plan Milestones
% Milestones Completed vs. Schedule
Call Center Service Level
Metrics vs. Target
System Uptime vs. Target
Data Accuracy vs. Target
Level of Exceptions vs. Target

First Union... Clearly Compelling for Wachovia Shareholders

Conclusions
[LOGO OF FIRST UNION] + [LOGO OF WACHOVIA] = A Clearly Compelling Combination

First Union: The Right Partner
In our opinion:
. Strong growth in core businesses
. Higher growth mix of business
. Corporate governance focus
. Transparent financial reporting
. Shareholder friendly compensation structure
. Stringent acquisition hurdles
. Undervalued stock
. Friendly deal
. Extensive merger/systems integration experience
. Recent performance being rewarded by equity and debt investors

First Union/Wachovia: The Right Combination

. Scale franchise with high growth business mix
. Far less integration risk
. Enhanced capital strength via excess capital generation
. Substantially greater earnings accretion
. Higher internal rate of return
. Financially superior for Wachovia shareholders, by all measures ...
with same dividend
. ... And compelling for First Union shareholders