PRESS RELEASES

Wachovia’s board also voted today to amend the merger agreement with First Union to provide Wachovia shareholders a new dividend choice. Once the Wachovia/First Union merger is completed, all Wachovia shareholders will have the option to choose either:

• an ongoing cash dividend payment equal to Wachovia’s current $2.40 per share annual rate until the new Wachovia’s dividend payment meets or exceeds that rate per existing Wachovia share, or
• a special cash payment of $0.48 per existing Wachovia share at closing, plus the regular new Wachovia dividend to be set initially at an anticipated annual rate of $1.92 per existing Wachovia share.

In a letter to shareholders, L.M. Baker Jr., Wachovia chairman and chief executive officer, detailed four primary points regarding SunTrust’s hostile proposal:

• A combined SunTrust/Wachovia will not provide adequate future earnings growth.
• SunTrust has produced lackluster growth over the past two years.
• During the first quarter, SunTrust’s core earnings per share declined relative to core EPS in both the 1st and 4th quarters of 2000.
• SunTrust’s inability to grow in important business lines such as trust and asset management, retail brokerage, and select capital markets businesses raises concerns about its operating strategies and ability to sustain core earnings growth.
• SunTrust’s deteriorating Tier 1 capital ratio calls into question its ability to continue to use aggressive share repurchases as a primary driver of EPS growth.
• A combination with SunTrust could act as a drag on Wachovia’s expected future earnings growth.

There is serious implementation risk in the SunTrust proposal.

• SunTrust is very inexperienced in integration activities, having completed only one transaction with a value greater than $100 million in the past 10 years. The Wachovia transaction is three times larger than any integration attempted to date and is twice as large as the combined assets of all acquisitions completed in the last 10 years.
• The cost savings currently promised by SunTrust are significantly greater than those we jointly estimated in December and, in SunTrust’s own view at that time, are unrealistically high.
• These cost savings could be achieved only through actions that would slow the combined company’s growth, hinder lines of business and lessen service quality.
• SunTrust projects minimal accretion to earnings per share and, in our view, long-term EPS dilution is more likely.

SunTrust’s proposal does not compensate Wachovia shareholders for SunTrust’s inadequate future earnings growth and serious implementation risk.

• SunTrust’s asserted 17% premium to the First Union merger agreement fell to just 5% by the end of the trading day on which it was announced. Clearly SunTrust’s stock price cannot support an aggressive hostile transaction.

There is no dividend advantage to SunTrust’s hostile proposal.

• The original agreement provided a special dividend to Wachovia shareholders equal to the expected present value difference between the Wachovia and First Union dividends.
• Wachovia shareholders now can choose instead to continue to receive an ongoing cash dividend payment equal to a minimum of Wachovia’s current $2.40 per share under the amended merger agreement with First Union.

"We looked long and hard, and on multiple occasions, at a combination with SunTrust and concluded it would not work," Baker said. "These discussions validated the belief that our companies have certain common values around customers, employees and shareholders. However, each time the discussions broke off due to the inability to translate those values into working business strategies and operating models. Five months after our discussions broke down, SunTrust is back with a less appealing, hostile proposal to take over Wachovia, and our conclusion is the same: it will not work.

"In merging with First Union, Wachovia will create a premier, pace-setting financial institution that is well positioned to meet the challenges and opportunities of the future. In our merger of equals, Wachovia and First Union each bring distinctive strengths that complement the other. First Union has invested heavily in technology and has a wide breadth of products and services. Wachovia has earned national acclaim for its high standard of customer service and long-term relationships. By blending these strengths, the new Wachovia will create the leading financial service company on the East Coast, with an excellent platform for delivering superior long-term performance. Together, we have the opportunity to achieve unusually attractive growth in future years. For shareholders, the upside is substantial with immediate earnings accretion and potential for price-earnings multiple expansion. We are enthusiastic about the new Wachovia. We are off to an excellent start.

"SunTrust has not invested heavily for the future. As compared with either Wachovia or First Union, it does not have the management depth or operational experience or the breadth of product and service offerings that are needed in today’s environment to compete on a larger scale. Nor do we believe that there is the right strategic or operational fit between our two companies.

"We look forward to continuing to serve the best interests of Wachovia’s shareholders, customers, employees and communities as we proceed with the creation of the new Wachovia. We remain confident in our vision and firmly committed to its effective execution."

On April 16, 2001, Wachovia announced a merger of equals with First Union Corporation.

The investor presentation will be available on www.wachovia.com. The text of Baker’s letter to shareholders follows.

May 22, 2001

Dear fellow Wachovia shareholder:

Last week, SunTrust Banks, Inc. made an unsolicited proposal to acquire Wachovia Corporation. This afternoon, Wachovia’s board of directors voted to reject SunTrust’s proposal and reaffirmed its commitment to the planned merger of equals with First Union Corporation that was proposed to shareholders last month.

The integration planning for the two companies is proceeding extremely well, reinforcing our excitement over the strong prospects for this combination. We see nothing in the SunTrust proposal to suggest that we should reconsider the First Union merger, which we firmly believe to be in the best interest of Wachovia, its shareholders, employees, customers and the communities we serve. Specifically:

• We believe a combined SunTrust/Wachovia would grow more slowly and be less profitable than a combined Wachovia/First Union or, for that matter, Wachovia alone.
• We believe there are insurmountable strategic and operational obstacles to combining SunTrust and Wachovia.
• We believe that even if Wachovia were seeking to sell itself, which it is not, the potential returns to Wachovia shareholders from a hostile acquisition by SunTrust are unattractive.
  There has been a great deal of speculation and inaccurate and misleading information in the media recently about Wachovia, First Union and SunTrust. Before going into detail on the SunTrust proposal, please allow us to set the record straight.

Wachovia conducted an intensive review of its business strategy last year. That review reaffirmed our belief that the greatest potential for future growth and profitability lies in non-traditional banking businesses (such as securities brokerage, capital markets, insurance and wealth management) and in non-traditional approaches to traditional businesses (such as our integrated approach to customer relationship management). Over a two-day period in March, we described Wachovia’s business strategies to investors. Their response was favorable.

During our review, we considered whether merging with another financial institution would help us achieve our goals. We knew that partnering with the wrong financial institution would be detrimental to shareholder value. By contrast, we determined that a partnership that broadens our product lines and distribution and enhances market leadership could be advantageous. For several years, we had contemplated the possible advantages of a Wachovia/First Union merger to achieve these objectives. And when Ken Thompson, First Union’s new chief executive officer, laid out his company’s business strategies last summer it was clear they were remarkably similar to our own.

At the time, First Union was emerging from a period of some difficulties, mainly arising from two past acquisitions. It was clear that we could not contemplate a merger until Ken Thompson and his new management team had gotten the company clearly on track. When talks with First Union began in earnest in April, an intensive examination of its businesses showed the revitalization of the company and a genuine turnaround. The performance of First Union’s shares this year suggests that investors agree with our conclusion.

The proposed merger of equals with First Union is compelling. It is built on a genuine sharing of strengths and a cooperative determination of business strategies and practices. For shareholders, the upside is substantial earnings accretion from the outset and potential price-earnings multiple expansion in the future. As our management teams have met over this past month to develop business unit strategies, it has been exciting to see the early results of their collaboration. The potential for growth and high performance seems even stronger.

We have not seen this unique potential in our discussions with SunTrust. Managers from both of our companies have discussed partnering several times over the past decade. These discussions showed that our companies have certain common values around customers, employees and shareholders. However, each time the discussions broke off due to the inability to translate those values into working business strategies and operating models. Time after time, our discussions with SunTrust culminated in the conclusion that these companies could not be combined in a way that realized either the core potential we see in our own businesses or the enhanced potential we would seek for Wachovia shareholders in a merger partner.

Our discussions in December of last year constituted an intense attempt to find a way to combine our two institutions and again ended without a completed transaction. One after another, Wachovia’s senior managers came back from discussions with their counterparts at SunTrust to report that they did not believe the two operations could be combined productively. We concluded that even with me serving as CEO of a combined SunTrust/Wachovia for two years, maintaining the Wachovia name and Wachovia directors filling half the board, the divergent strategies for future growth could not be reconciled.

That was the point at which we ended discussions in December. The structural issues around our asset management businesses referred to by SunTrust were not, in fact, the only reason for breaking off discussions; rather, they were symbolic of much broader issues. Wachovia has spent five years developing a high-growth, high-profitability model for our wealth and asset management business. We were unable to understand SunTrust’s insistence that we return to a lower-performance model previously discarded by Wachovia. That kind of refusal to explore alternatives was endemic to our discussions regarding other primary business issues as well.

Now we want to discuss four key points about SunTrust’s hostile proposal.

A combined SunTrust/Wachovia will not provide adequate future earnings growth. At a time when Wachovia and First Union are embracing a non-traditional approach to banking, SunTrust remains a traditional bank, and a combined SunTrust/Wachovia is merely a bigger traditional bank. SunTrust has now produced lackluster growth over the past two years. Our examination of SunTrust’s businesses leads us to question its ability to reverse this stagnation.

We are concerned about SunTrust’s inability to grow important business lines, such as trust and asset management, and ultimately to sustain core earnings growth. The deterioration in SunTrust’s core earnings in the quarter ending March 31, while not a surprise to us, is particularly disconcerting. In that report, SunTrust’s profit margins clearly came under pressure, fee income was stagnant, and earnings per share growth was dependent on one-time securities transactions, cost reductions and share repurchases. For all these reasons, we believe that a combination with SunTrust would act as a drag on Wachovia’s expected future earnings growth.

There is serious implementation risk in the SunTrust proposal. SunTrust is very inexperienced in integration activities, having completed only one transaction with a value greater than $100 million in the past 10 years. The Wachovia transaction is three times larger than any integration attempted to date by SunTrust and is twice as large as the combined assets of all its acquisitions completed in the last 10 years. The fundamental strategic differences already described are, we believe, crippling to the success of any future combination. But even if they could be overcome, the cost savings promised by SunTrust are significantly greater than those we jointly estimated in our December discussions. In our view (and in SunTrust’s own view last December), these new cost savings numbers are unrealistically high. They could be achieved only through actions that would slow the combined company’s growth, hinder lines of business, and lessen service quality. Even if the promised cost savings were achieved, SunTrust projects minimal accretion to earnings per share. If our view of the integration issues is correct, long-term earnings per share dilution would be a more likely outcome. Even when using SunTrust’s aggressive assumptions, we expect the Wachovia/First Union merger to be approximately twice as accretive as the SunTrust proposal.

SunTrust’s proposal does not compensate Wachovia shareholders for SunTrust’s inadequate future earnings growth and serious implementation risk. SunTrust is proposing a hostile transaction that is less attractive in many ways than the combination we considered last December.

By the end of the day it was announced, the asserted 17% premium to the First Union merger agreement fell to just 5%. Clearly the SunTrust stock price cannot support an aggressive hostile transaction.

There is no dividend advantage to SunTrust's hostile proposal. The amended merger agreement with First Union provides Wachovia shareholders the ability to continue to receive their existing annual dividend payment of $2.40 per share. Once the Wachovia/First Union merger is completed, all Wachovia shareholders will have the option to choose either:

• an ongoing cash dividend payment equal to Wachovia’s current $2.40 per share annual rate until the new Wachovia’s dividend payment meets or exceeds that rate per existing Wachovia share, or
• a special cash payment of $0.48 per existing Wachovia share at closing, plus the regular new Wachovia dividend to be set initially at an anticipated annual rate of $1.92 per existing Wachovia share.

Future dividends are going to depend on the growth of the combined company, and we are convinced that the new Wachovia can grow its dividends more rapidly than SunTrust.

The bottom line is: our merger of equals with First Union is a thoughtful, responsible strategic combination. It is off to an excellent start. We have looked long and hard, and on multiple occasions, at a merger with SunTrust, and concluded it just would not work. Five months after our last discussions broke down, SunTrust is back with a less appealing hostile proposal to take over Wachovia, and our conclusion is the same: it will not work.

We reject SunTrust’s hostile takeover bid and we remain fully committed to our merger with First Union.

We firmly believe that when you consider our reasons, you will support this decision. We will be sending you detailed information in the coming weeks about the new Wachovia and asking for your support.

On Behalf of Your Board of Directors

Sincerely,

L.M. Baker, Jr.

Chairman and Chief Executive Officer

Wachovia Corporation, with dual headquarters in Atlanta and Winston-Salem, N.C., is a leading financial holding company serving regional, national and international markets. As of March 31, 2001, Wachovia had assets of $75.6 billion. Member companies offer consumer and commercial banking, bank card, asset and wealth management, capital markets and investment banking, community development finance, brokerage and insurance services. Wachovia Bank, N.A., the principal subsidiary, has nearly 650 offices and 1,350 ATMs primarily in Florida, Georgia, North Carolina, South Carolina and Virginia.

_{This news release contains 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" 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 such 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 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. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters and attributable to First Union or Wachovia or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced 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:}

_{You are urged to read the definitive joint proxy statement/prospectus regarding the proposed merger between First Union and Wachovia when it becomes available, because it will contain important information. You may obtain a free copy of the preliminary joint proxy statement/prospectus filed as part of First Union's registration statement on Form S-4, and other filings containing information about First Union and Wachovia, including the definitive joint proxy statement/prospectus when it becomes available, without charge, 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 also can 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. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interest, by security holdings or otherwise, is contained in the materials filed with the SEC by each of First Union and Wachovia on April 16, 2001.}