Edgar Filing: WACHOVIA CORP/ NC

Filed by First Union Corporation

Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-6(b) under the Securities Exchange
Act of 1934

Subject Company: Wachovia Corporation
Commission File No. 333-59616

Date: July 9, 2001

This filing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, (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
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 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).

THE FOLLOWING MATERIALS MAY BY USED FROM TIME TO TIME IN MEETINGS WITH FIRST
UNION OR WACHOVIA SHAREHOLDERS

[GRAPHIC]

WACHOVIA AND
FIRST UNION PLAN
TO MERGE.

Trust
Flexibility
Value
Innovation
Strength
Service

Why Should
You Vote "Yes"?

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

Wachovia Corporation and First
Union Corporation have agreed
to merge, forming a new company
to be named Wachovia. We
believe the new Wachovia will
be a great company -- built on
enduring values of trust,
honesty, uncompromising
integrity, respect for each
individual, personal
accountability, dedication to
service, and an attitude that
values achievement and
innovation.

Why Do We Want To Merge?
--------------------------------------------------------------------------------

"Often, mergers have been about getting bigger. This merger is about
getting better. We're combining two companies so that we can share
resources and move forward faster toward our goal of creating a premier
financial service company."

-- L.M. "Bud" Baker, chairman and CEO, Wachovia

. . . . . . . . . . . . . . . . . . . . . .

"We believe this merger will enable us to achieve unusually attractive
growth, which would mean more opportunities for our employees, more
resources for our customers and communities, and enhanced value for our
shareholders."

-- Ken Thompson, chairman and CEO, First Union

In this merger, Wachovia and First Union bring distinctive,
complementary strengths. First Union has invested heavily in technology
and a wide range of products and services. Wachovia has earned national
acclaim for its high standard of customer service and long-term client
relationships.

Blending these strengths, we believe the new Wachovia will move forward
much faster toward our goal of being a financial service provider of
choice. Through our joint efforts, we intend to create a new company
that will symbolize financial strength, stability and dependability for
customers, employees, shareholders and communities.

How Will You Benefit?
--------------------------------------------------------------------------------
"A 'corporation' doesn't accomplish anything. People do. We want the
new Wachovia to be regarded as the place where the most talented people
want to work, where our customers and our communities know we will
always act in their best interests, and where shareholders will
continue to see enduring value."
-- Ken Thompson

. . . . . . . . . . . . . . . . . . . . . .

"When you think of the new Wachovia, you have to look to the horizon
and say, 'what are we going to do for customers in the future that will
be valuable to them?' It is absolutely imperative to have an array of
excellent products and services to offer customers. Those products have
to represent real value, or we will quickly become irrelevant."

-- L.M. "Bud" Baker

__________________________________________
For our customers, we The New Wachovia
believe this partnership will What's in it for our stakeholders?
mean more choice, convenience,
products and service. It will o More development opportunities for
expand investment opportunities employees
for clients, provide better
service for families and add o Continuing commitment to providing
significant capital for leadership and resources in communities
commercial enterprises and
corporate clients. o Broader products and strong distribution
for customers and clients
To employees, we intend to
deliver greater opportunities o Scale, density and scope in core markets
for career growth and development. and lines of business
We promise to preserve
o Strength and scale in growth businesses
necessary to enhance performance for
shareholders
__________________________________________

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

and strengthen a culture that treats all employees with respect and
dignity. We will strive to ensure that all decisions affecting
employees will be made thoughtfully and fairly and information will be
communicated promptly and candidly. If a job decision is made that
results in an employee leaving the company, a comprehensive benefits
package will be offered with career counseling and support.

For our communities, we will continue to be leaders for progress and
development. Both companies have a tradition of providing local
community stewardship and decision-making. We will foster an
environment that encourages employees to provide leadership and ideas
in the communities they serve.

_______________________________________________
The New Wachovia We have announced our commitment
More than a traditional bank... to provide $20 billion in small
business lending, $9 billion in
o No. 1 in retail deposits on the East affordable mortgages and $6 billion
Coast, and No. 4 nationwide in community development lending and
...Growing retail bank, with investments. These and other
innovative products and strategies. initiatives and product enhancements
across the two companies will
o No. 6 broker-dealer (based on complement our existing outstanding
registered representatives) community commitments.
...A leading national brokerage,
asset management and wealth manager For shareholders, we believe the
accelerated momentum of the combined
o Largest commercial lender in our footprint company should create significant
...Relationships with 36% of value through earnings and revenue
middle-market and small business growth, and thus the capacity for more
companies in our region rapid dividend growth.
...Growth company-focused
investment bank

o Business mix designed to serve the
financial needs of customers and clients
throughout their lives
________________________________________________

What Are We Building?
--------------------------------------------------------------------------------

"The one word that embodies all the characteristics of an ideal
corporation in the future is trust. Dedicating ourselves to service on
behalf of customers and dedicating ourselves to adopting trust as a
fundamental component of our corporate character is the most important
thing we will do."

-- L.M. "Bud" Baker

. . . . . . . . . . . . . . . . . . . . . .

"We're not building just another big bank, but a truly viable, high
performing business for the long term. We'll offer the complete package
-- a full array of innovative products, talented people and powerful
distribution capabilities."

-- Ken Thompson

In all of our business activities, we believe the new Wachovia will be
one of the nation's leaders.

Based on March 31 data, we would have $186 billion in total deposits
(fourth largest in the U.S.) and $329 billion in total assets. We would
serve 19 million customers, 3 million of them online. Customers will be
able to reach us through 2,900 branch offices, 5,100 ATMs and 600
brokerage offices. We'll reach from Florida to Connecticut. We'll have
the largest market share in North Carolina, South Carolina, Virginia,
Georgia and eastern Pennsylvania, and second largest in Florida and New
Jersey.

While we think you'll agree these numbers are impressive, numbers
aren't everything. Our goal is to build long-lasting relationships. By
doing what's best for the customer today, our customers and
shareholders will be better off tomorrow.

--------------------------------------------------------------------------------
[GRAPHIC OF MAP]

[ ] Wachovia
o First Union

The company we are putting together will have a balanced business mix
designed to produce growth in a variety of economic conditions.
Traditional deposit and lending activities will be complemented by
higher growth businesses such as wealth and asset management and
corporate and investment banking.

We believe we have developed a very different business model from
traditional banking companies. It is designed to serve the financial
needs of customer and clients throughout their lives. We intend to be
among the industry's best at helping people buy homes, send their
children to college, manage wealth and prepare for retirement ... at
helping individuals and families with traditional banking needs as well
as investments in securities and mutual funds ... at helping small
businesses get started and grow ... at helping larger businesses with
financing and cash management.

If we do all these things well, our customers will prosper and stay
with us as their needs change and grow.

Where Are We Going?
--------------------------------------------------------------------------------

"Opportunities like this don't come around very often to create
something entirely new with the best parts of both companies, and with
the momentum already building."

-- Ken Thompson

. . . . . . . . . . . . . . . . . . . . . .

"In the new Wachovia, we have taken a bold step to combine two fine
companies with an innovative array of products, services and
capabilities that will serve customers today and in the future. We have
jumped over those competitors who think they can continue being just a
normal bank."

-- L.M. "Bud" Baker

Our goal in this merger is to focus resources on building products and
capabilities that create value for customers and higher performance for
the company. We intend to grow by anticipating customers' needs and
exceeding their expectations.

The new Wachovia's integrated business model will focus primarily on
three core business activities: 1) general banking, 2) wealth and asset
management and 3) investment and corporate banking. With this focus, we
intend to leverage these three core businesses to expand the breadth
and quality of service customers receive.

Today's customers need sound and insightful financial advice. They need
tailored capital and investment solutions. They need products and
services that are valuable to them. They need to know we value their
business and the relationship we have with them. The new Wachovia will
strive to be innovative and flexible in adapting to customers' changing
needs. We will help simplify customers' lives by providing all these
values in one place. The new Wachovia will become a friend they can
trust to act in their best interest.

Our Joint Vision
--------------------------------------------------------------------------------

The new Wachovia will be dedicated to:

o Bringing real value to customers, shareholders and the communities we
serve;

o Effectively and efficiently providing customers with innovative
products, services and capabilities they need today -- and tomorrow;

o Offering unparalleled customer service -- earning your trust by
always doing the right thing for you;

o Attracting, recruiting, training and developing the finest talent in
the financial service industry;

o Being an industry leader in the development and application of
technology and eCommerce applications for the benefit of customers;

o Becoming the model in the industry for premier risk management; and

o Building a stronger business mix that produces stability and growth
through changing economic environments.

This is an opportunity to create a new company that blends the best
talent, products and service into an astonishing value proposition. Our
vision is to create the premier financial service company in America.

With total assets of $329 billion and market capitalization of $45
billion (based on March 31, 2001, pro forma data), the new company will
symbolize financial strength, stability and dependability. We are
confident in our vision and firmly committed to its effective
execution.

We look forward to continuing to serve you, and we think you will be
pleased as the benefits of this merger become apparent in coming
months. Thank you for your support.

Additional Information
--------------------------------------------------------------------------------

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 may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Factors that could cause actual results to differ materially from those
described in the forward-looking statements can be found in First
Union's and Wachovia's public reports filed with the SEC.

THE FOLLOWING ADVERTISEMENT RAN IN CERTAIN PUBLICATIONS

[FIRST UNION LOGO]

Since a new management team at First Union has restructured and revitalized the
company, how has First Union performed?

We'll let the numbers tell the story...

[BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS]

Percentage of Total Return
------------------------------------------------
SunTrust First Union
---------- -----------
6 Months Total Return(1) 4.1% 27.4%

[BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS]

Percentage of Total Return
------------------------------------------------
SunTrust First Union
---------- -----------
18 Months Total Return(2) -2.5% 13.4%

...First Union has momentum.

We have accomplished a great deal in recent months. And, in combination with
Wachovia, we believe we will achieve a great deal more. Our merger is expected
to add to cash operating earnings from Day One. And the combined company -- the
new Wachovia -- plans to leverage higher-growth businesses, a unified management
team and a strong capital base to build shareholder value.

We believe the contrast with SunTrust's disruptive, hostile proposal to take
over Wachovia couldn't be more clear. There is no certainty that SunTrust could
ever complete a transaction with Wachovia, and we believe it is clear that a
SunTrust/Wachovia combination could face many serious difficulties, including
stagnant earnings growth and deteriorating capital ratios.

If you are a Wachovia/First Union shareholder, we urge you to vote for the
Wachovia/First Union merger by returning the white proxy card.

First Union and Wachovia
The Right Combination

(1)For the six months ended June 30, 2001, First Union shareholders have
received a total return, including reinvested dividends, of 27.4%. (The total
return to SunTrust shareholders over the same period has been 4.1%.) (2)For the
eighteen months ended June 30, 2001, First Union shareholders have received a
total return, including reinvested dividends, of 13.4%. (The total return to
SunTrust shareholders over the same period has been -2.5%.) Stockholders are
urged to read the definitive joint proxy statement/prospectus regarding the
proposed transaction and any other relevant documents filed with the SEC because
they contain important information. You may 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 these documents can also be obtained, without charge, by directing a
request to First Union Corporation, Investor Relations, One First Union Center,
301 South College Street, Charlotte, NC 28288-0206, 704-374-6782, or to Wachovia
Corporation, Investor Relations, 100 North Main Street, Winston-Salem, NC 27150,
888-492-6397. Additional copies of the joint proxy statement/prospectus may also
be obtained by contacting First Union's proxy solicitor, Morrow & Co., Inc.,
toll free at 1-877-366-1578, or Wachovia's proxy solicitors, MacKenzie Partners,
Inc., toll free at 1-800-322-2885, or Georgeson Shareholder, toll free at
1-800-223-2064. The information presented above may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Factors that could cause actual results to differ materially from those
described in the forward-looking statements can be found in the joint proxy
statement/prospectus and in First Union's and Wachovia's public reports filed
with the SEC.

THE FOLLOWING TRANSCRIPTS OF WACHOVIA RADIO AND TELEVISION ADVERTISEMENTS WERE
POSTED ON FIRST UNION'S INTERNAL WEBSITE

At Wachovia, we've heard a lot recently from customers who bank with us because
they like the way we do business. They want to know more about our merger with
First Union and why it makes sense.

We are Wachovia and we are here.

To talk with you openly about this merger. To meet your future financial needs
by building something new and better. To recognize that our merger with First
Union creates change...and great opportunity.

We will combine the strengths and shared values of both First Union and Wachovia
into the new Wachovia. We will preserve what Wachovia has always stood for.
People. Relationships. Integrity. Thoughtfulness. Service.

We know service is important to you. We are committed to delivering the highest
levels of service and promise to quickly address any issues with personal
attention. Together with First Union, we will build the new Wachovia carefully.

Our new company will be called "Wachovia" for a very good reason. You know we
wouldn't put our name on anything we didn't believe in.

Wachovia. Let's get started...

WE'RE AT A TYPICAL SOUTHERN DINER. IT'S A MAINSTAY OF THE NEIGHBORHOOD. IT'S A
PLACE WHERE THE REGULARS ORDER THE USUAL AND THINGS STAY PRETTY MUCH THE SAME.
IT'S ALL ABOUT CONTINUITY IN A WORLD OF CHANGE. A PLACE WHERE PEOPLE FROM MANY
STATIONS IN LIFE COME TO EAT REGULARLY AND ENJOY THE UNCOMPLICATED GOODNESS AND
COMFORT OF THE FOOD AND THE GENTLE HUMOR OF EACH OTHER'S COMPANY.

THERE ARE A VARIETY OF FOLKS HAVING COFFEE, FINISHING LUNCH ETC. A WACHOVIA
BANKER WEARING A COAT AND TIE IS SITTING AT THE COUNTER WITH HIS PIE AND COFFEE.
HE IS AMONG FRIENDS. IN THE MIDST OF SOME CASUAL CONVERSATION AND SOCIALIZING,
ONE OF THE OTHER ASKS A QUESTION WHICH TURNS THE DISCUSSION ON TO THE MORE
SERIOUS MATTER OF THE MERGER. THE WAITRESS COMES OVER TO REFRESH THEIR COFFEES
AND SHE BECOMES A PART OF THE GROUP.

Customer talking to another customer: "Did you ever notice that you always order
the same thing? Some things just never change."

Customer talking to Wachovia Exec.: "So you guys still merging with First
Union?"

(Wachovia Exec nods)

"And you're still going to be called Wachovia?"

(Wachovia Guy nods)

Wachovia Guy: "Linda, when you expanded this place, did you change your recipe
for apple pie?"

Linda: "No. Why would I?"

The strength and spirit of Wachovia and First Union. The things that really
matter won't change.

Wachovia. Let's get started...

THE FOLLOWING MATERIALS WERE MAILED TO FIRST UNION SHAREHOLDERS

[GRAPHIC]

WACHOVIA AND
FIRST UNION PLAN
TO MERGE.

Trust

Flexibility
Value
Innovation
Strength

Service

Why Should
You Vote "Yes"?

Voting for the New Wachovia
--------------------------------------------------------------------------------
Your Vote is Very Important.

Wachovia Corporation and First Union Corporation have agreed to merge,
forming a new company to be named Wachovia. We believe the new Wachovia
will be a very strong, profitable company, dedicated to our customers
and communities and to enhancing shareholder value.

The boards of directors of both companies have already voted in favor
of the merger. A merger agreement has been signed, and we are awaiting
shareholder and regulatory approval.

Your approval is the next major step. The First Union shareholder vote
is July 31. Holders of a majority of all First Union shares outstanding
must vote in favor of the merger to make it happen. Approval by holders
of a majority of the outstanding Wachovia shares also is necessary.

The merger is a complicated process. Our goal in this booklet is to
make it as clear and simple as we possibly can.

We are confident that the new Wachovia will be a great company. We need
your help to make it happen.

Vote "yes" for the new Wachovia

Why Do We Want to Merge with Wachovia?
--------------------------------------------------------------------------------
"We believe this merger will enable us to achieve unusually attractive
growth, which would mean more opportunities for our employees, more
resources for our customers and communities, and enhanced value for our
shareholders."

-- Ken Thompson, chairman and CEO, First Union

------------------------------------------
Blending these strengths, we The New Wachovia
believe the new Wachovia will Key Characteristics
move forward much faster toward
our goal of being a financial o Broader products and strong distribution
service provider of choice. This for customers and clients
should create an excellent
platform for delivering superior o Scale, density and scope in core markets
long-term performance. and lines of business

o Strength and scale in growth businesses
necessary to enhance performance for
shareholders
------------------------------------------

o For shareholders, we believe the accelerated momentum in the combined
company should create significant value through earnings and revenue
growth, and thus the capacity for more rapid dividend growth.

o For customers, we believe this merger will mean more choice,
convenience, products and service. It will expand investment
opportunities for clients, provide better service for families and
add significant capital for commercial enterprises and corporate
clients.

2 Vote "yes" for the new Wachovia

o To our employees, we intend to deliver greater opportunities for
career growth and development.

o For our communities, we will continue to be leaders of progress and
development. Both companies have a tradition of providing local
community stewardship and decision-making. We will foster an
environment that encourages employees to provide leadership and ideas
in the communities they serve.

----------------------------------
The New Wachovia The name of the merged organization will be
More than a traditional bank... Wachovia -- a name familiar in American
financial services since 1879. It is a
o No. 1 in retail deposits on the distinctive name with exciting possibilities
East Coast, and fourth largest for branding opportunities.
nationwide
Through our joint efforts, we intend to
...Growing retail bank, with create a new Wachovia that will symbolize
innovative products and financial strength, stability and
strategies. dependability for our shareholders,
customers, employees and communities.
o No. 6 broker-dealer (based on
registered representatives) As a shareholder of First Union, we invite
you to benefit from the strengths of our
...A leading national merged organization.
brokerage, asset management
and wealth manager

o Serves more than a third of
middle-market and small
business companies in our
footprint

...Growth company-focused
investment bank

o Business mix designed to serve
the financial needs of
customers and clients
throughout their lives
----------------------------------

Vote "yes" for the new Wachovia 3

What Are We Building
--------------------------------------------------------------------------------

-- Ken Thompson

In all of our business activities, we believe the new Wachovia will be
one of the nation's leaders.

Based on March 31 data, we would have $186 billion in total deposits
(fourth largest in the U.S.) and $329 billion in total assets. We would
serve 19 million customers, 3 million of them online. Customers would
be able to reach us through 2,900 branch offices, 5,100 ATMs and 600
brokerage offices. We'll reach from Florida to Connecticut. We'll have
the largest market share in North Carolina, South Carolina, Virginia,
Georgia and eastern Pennsylvania, and second largest in Florida and New
Jersey.

The company that we are putting together will have a balanced business
mix designed to produce growth in a variety of economic conditions.
Traditional deposit and lending activities will be complemented by
higher growth businesses such as wealth and asset management and
corporate and investment banking.

4 Vote "yes" for the new Wachovia

--------------------------------------------------------------------------------
the industry's best at helping people manage [GRAPHIC OF MAP]
their wealth, buy homes, send their children
to college and prepare for retirement... at
helping individuals and families with traditional
banking needs as well as investments in securities
and mutual funds... at helping small businesses
get started and grow... at helping larger
businesses with financing and cash management.

If we do all these things well, our customers will
prosper and stay with us as their needs change and
grow.

We believe that the new company should be able to
increase its earnings more quickly than either [] Wachovia
could on their own. Success with our merger should o First Union
translate into more rapid growth in revenue, earnings
and dividends for our shareholders.

Vote "yes" for the new Wachovia 5

Are We Ready?
--------------------------------------------------------------------------------

"Opportunities like this don't come around very often to create
something entirely new with the best parts of both companies, and with
the momentum already building."

-- Ken Thompson

From a management and operational perspective, we believe both First
Union and Wachovia are well-prepared for seamless merger integration
for our customers and clients, communities and employees. Both have
considerable expertise in merger integration. First Union, in
particular, since 1985 has acquired 81 banking institutions and 10
broker/dealers, investment management and insurance firms. This has
involved the conversion of more than 2,000 systems and 4,000 branches
to common systems, while at the same time updating every major system
to state-of-the-art technology. Eighty of those 81 banking institutions
were converted without any meaningful conversion problem. We have
acknowledged conversion issues in the CoreStates integration, and taken
those lessons to heart as we take steps to ensure the least disruption
possible for our customers as we consolidate our two companies.

First Union's restructuring, announced in June of 2000, is complete.
The company sold its credit card portfolio, mortgage servicing
businesses, and other businesses that had limited prospects for growth
or were not aligned with First Union's strategic direction.

The new strategic plan focused the company more intensely on improving
customer service and on growing our three core businesses -- the
General Bank, Capital Management Group and Capital Markets Group. As a
result, the General (or retail) Bank, has been increasing deposits and
loans, and approaching "best in class" service levels according to
customers participating in 60,000 third party surveys conducted
quarterly by the

6 Vote "yes" for the new Wachovia

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

Gallup organization. Our recent revenue growth in the General Bank
suggests customers like what they're seeing. Our Capital Management
Group has produced consistent growth in a difficult operating
environment, while Capital Markets Group also has fared well compared
with many peers in a difficult economic year.

We believe that First Union's recent stock price performance indicates
that investors like the fundamental trends they're seeing in these
businesses. First Union's stock has retained a top tier performance
level among the top 20 banking companies in the United States
throughout 2001.

The new Wachovia's integrated business model will focus primarily on
our three core business activities -- 1) general banking, 2) wealth and
asset management and 3) investment and corporate banking. With this
focus, we intend to leverage these three core businesses to expand the
breadth and quality of service customers receive.

Today's customers need sound and insightful financial advice. They need
tailored capital and investment solutions. They need products and
services that are valuable to them. They need to know we value their
business and the relationship we have with them. The new Wachovia will
strive to be innovative and flexible in adapting to customers' changing
needs. We will help simplify customers' lives by providing all these
values in one place -- a place they can trust to act in their best
interest.

Vote "yes" for the new Wachovia 7

How Will You Benefit?
--------------------------------------------------------------------------------

"A 'corporation' doesn't accomplish anything. People do. We want the
new Wachovia to be regarded as the place where the most talented people
want to work, where our customers and our communities know we will
always act in their best interests, and where shareholders will
continue to see enduring value."

-- Ken Thompson

We believe this merger is not only strategically compelling, but that
it also will be financially rewarding for all shareholders.

o We believe this combination will immediately add to cash operating
earnings;

o We believe the merger will improve capital ratios and
reserve coverage ratios;

o We estimate the merger will generate $2.5 billion in excess capital
per year, based on after-tax cost savings of $550 million per annum.
Our goal is to deploy this extra capital in ways that are most
economically beneficial to shareholders, such as dividend growth,
share buybacks or investments designed to grow revenue.

In addition, although we did not include revenue synergies in our
earnings analysis, we have identified many potential revenue
opportunities in the combined company. As one example, Wachovia
currently has few licensed, registered representatives in their
branches to sell mutual funds, annuities or other investment products
and services. As an illustration, we estimate the impact of licensing
approximately 1,000 additional employees and bringing their investment
sales production up to the current level of First Union branches could
mean as much as $30 million a year in annual revenue.

One of the most frequently asked questions we've received from
shareholders is when will First Union begin increasing the dividend
again. We believe one of the benefits of this merger is that your
company will be able to increase its earnings more quickly than on its
own. As the pool of earnings from which dividends are paid increases,
so will your dividend, because our stated goal is to pay out 30 to 35
percent of earnings every year.

8 Vote "yes" for the new Wachovia

What Kind of a Company Will We Be?
--------------------------------------------------------------------------------

We believe the new Wachovia will be a great company -- and not solely
in terms of financial strength and stability. The new Wachovia will be
built on enduring values of trust, honesty, uncompromising integrity,
respect for each individual, personal accountability, dedication to
service and an attitude that values achievement and innovation.

. . . . . . . . . . . . .Our Joint Vision. . . . . . . . . . . . . . .

The new Wachovia will be dedicated to:

o Bringing real value to shareholders, customers and the communities we
serve;

o Effectively and efficiently providing customers with innovative
products, services and capabilities they need today -- and tomorrow;

o Offering unparalleled customer service -- earning your trust by
always doing the right thing for you;

o Recruiting, attracting, training and developing the finest talent in
the financial service industry;

o Being an industry leader in the development and application of
technology and eCommerce applications for the benefit of customers;

o Becoming the model in the industry for premier risk management; and

o Building a strong business mix that produces stability and growth
through changing economic conditions.

Vote "yes" for the new Wachovia 9

What Kind of a Company Will We Be?
--------------------------------------------------------------------------------

This is an opportunity to create an entirely new company that blends
the best talent, products, services and most convenience into an
astounding value proposition. Our joint vision is to create the premier
financial services institution.

Based on March 31, 2001, pro forma data, the new company would have
total assets of approximately $329 billion and market capitalization of
$45 billion. Through our joint efforts, we intend to create a new
company that will symbolize financial strength, stability and
dependability. We are confident in our vision and firmly committed to
its effective execution.

The proxy statement that has been mailed to you previously provides
additional details about the merger; we would particularly like to
emphasize that we believe this merger is structured very attractively
and conservatively for all shareholders and will be immediately
additive, not dilutive, to cash operating earnings.

We look forward to continuing to serve you, and we think you will be
pleased as the benefits of this proposed merger become apparent in
coming months. Thank you for your support, and for your vote in favor
of this transaction.

10 Vote "yes" for the new Wachovia

What Happens Next,
And When Will It Happen?
--------------------------------------------------------------------------------

If you owned First Union shares on June 12, you are eligible to vote at
the meeting on July 31, when the merger with Wachovia will be decided.

Telephone and Internet voting will be available until Monday, July 30,
11:59 p.m. Eastern time. We must receive your telephone or Internet
vote no later than July 30 or your proxy card by 11:00 a.m. July 31 for
your vote to count. (Wachovia's vote is on August 3.)

The actual closing, when the two companies become one, would take place
as soon as possible after approval by both companies' shareholders.

Vote "yes" for the new Wachovia 11

Questions Shareholders
Frequently Ask
--------------------------------------------------------------------------------

Q: Does it matter when I vote?

A: No, as long as your telephone or Internet vote is received by July
30 or your proxy card is received before the meeting on July 31.
However, we urge you to vote as soon as you receive the proxy
materials. Please follow the voting instructions on your proxy card.

Q: What happens if I change my mind after I send in my proxy card?

A: You can change your vote via telephone voting, Internet voting or by
sending in a new proxy card (you can get one from our proxy
solicitor; whose number is listed in the front of this booklet).
The vote with the latest date is the one that will be counted.

Q: Why is it so important that I vote?

A: We need holders of a majority of all the First Union shares
outstanding, not just a majority of the shares that are voted. So if
you don't vote, it's the same as a "no" vote.

Q: What happens if I do not vote?

A: Failure to vote will count as a "no" vote. Holders of a majority of
all First Union outstanding shares must vote in favor of the merger
for it to happen.

Q: Will I have to exchange my First Union stock certificates for new
Wachovia stock certificates?

A: No, your First Union stock certificates will still be valid. Your
First Union certificates will now trade under a new ticker symbol WB
but you do not have to exchange your current First Union
certificates in order to sell or conduct any other stock
transaction.
12 Vote "yes" for the new Wachovia

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

Q: What will happen to my dividend?

A: With this merger, we believe the new Wachovia should be able to
increase earnings more rapidly than either company could on its own.
As the pool of earnings from which dividends are paid increases, so
will your dividend because our goal is to pay out 30 to 35 percent
of earnings every year.

Q: Who will manage the new Wachovia?

A: L.M. "Bud" Baker, Wachovia's current chairman and chief executive
officer, will be chairman of the new Wachovia. Ken Thompson, First
Union's current chairman, president and chief executive officer,
will be CEO of the new Wachovia. An 18-member board of directors
will govern the new Wachovia, with the appointments split evenly
between First Union and Wachovia.

Q: What is the timetable for closing this transaction?

A: We plan to close this transaction in the third quarter of 2001,
pending shareholder and regulatory approval.

Q: How does the hostile takeover proposal from SunTrust affect the
Wachovia and First Union merger?

A: Wachovia and First Union have a signed merger agreement, and we are
firmly committed to completing this merger. There is no definitive
SunTrust agreement on the table; they have mounted an effort to try
to persuade Wachovia shareholders to vote against the merger with
First Union. They appear to think that if they can defeat our
merger, the path will be clear for them to take over Wachovia on
terms that they like. Wachovia's board of directors has rejected a
merger with SunTrust not once, but twice in recent months. They have
stated firmly

Vote "yes" for the new Wachovia 13

Questions Shareholders
Frequently Ask (continued)
--------------------------------------------------------------------------------

that unlike the SunTrust proposal, Wachovia believes the merger with
First Union is built on a genuine sharing of strengths, with more
potential for stronger growth and higher performance.

Q: What happens if we don't complete the merger?

A: First Union's management and board of directors will return to
implementing our strategic plan on our own, without the accelerating
benefit that we believe the proposed merger would provide both
companies. First Union's strategic focus on its three core
businesses, the General Bank, Capital Management Group and Capital
Markets Group, is showing solid results and we believe our strategic
direction will produce attractive returns for shareholders.

Q: How will the merger with Wachovia affect jobs, branches and our
communities?

A: There will be some job losses and branch closings as a result of the
merger with Wachovia. But the new Wachovia will focus on growth, not
just cutting costs. In this merger, we are moving very deliberately
to ensure we retain the best people and activities from both
companies. Both companies will work together to make sure that what
we do is the best for the company, its employees, customers,
investors and communities.

Q: Where can I get additional information about the merger?

A: If you have any questions about the merger, or if you need
additional copies of the proxy statement/prospectus or your proxy,
please contact our proxy solicitor, Morrow & Co., Inc. at
1-877-366-1578.

14 Vote "yes" for the new Wachovia

For More Information
--------------------------------------------------------------------------------

If you have any questions regarding the merger, you may call the
following hotlines from 9 a.m. to 6 p.m. Eastern time or check our
website at ftuinvestor.com.

Shareholder Hotline: Morrow & Co. Inc. (our proxy solicitor):
877-366-1578

The information in this booklet concerns the proposed merger of First
Union Corporation and Wachovia Corporation. Full details are contained
in the joint proxy statement/prospectus, which you are urged to read
because it contains important information. If you have not received a
copy, you may obtain one free of charge from First Union Corporation,
Investor Relations, 301 South College St., Charlotte, North Carolina
28288-0570.

A copy of the joint proxy statement/prospectus also will be available
from Morrrow & Co. by calling toll-free to 877-366-1578.

Vote "yes" for the new Wachovia 15

Additional Information
--------------------------------------------------------------------------------

Shareholders are urged to read the definitive joint proxy statement/
prospectus regarding the proposed transaction with Wachovia Corporation
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 at the SEC's
internet site (http://www.sec.gov). Copies of these documents can also
be obtained, without charge, by directing a request to First Union
Corporation, Investor Relations, One First Union Center, Charlotte,
North Carolina, 28288-0206 (704-374-6782) or to Wachovia Corporation,
100 North Main Street, Winston-Salem, North Carolina 27150
(888-492-6397), or from our proxy solicitors. The information presented
herein may contain certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Factors that could cause actual results to differ materially from those
described in the forward-looking statements can be found in the joint
proxy statement/prospectus and in First Union's and Wachovia's public
reports filed with the SEC.

16 Vote "yes" for the new Wachovia

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