Press Releases

On April 16, 2001, Wachovia announced a merger of equals with First Union Corporation (NYSE: FTU). The Wachovia board has strongly reaffirmed its commitment to that merger.

The text of the letter to SunTrust’s board follows:

May 22, 2001

The Board of Directors
SunTrust Banks, Inc.
303 Peachtree Street, N.E.
Atlanta, Georgia 30308

Dear Members of the Board:

We were disappointed to receive the unsolicited proposal from SunTrust that was delivered to the Wachovia board from Mr. Humann on May 14, 2001. Please be assured that our board of directors entered into the agreement with First Union after a careful review of all of Wachovia’s strategic options, including the possibility of exploring further discussions with SunTrust. These options were thoroughly examined, and we remain confident in our chosen strategy. Indeed, SunTrust’s recent negative advertisements, press strategy and hostile conduct further buttress our prior conclusions as to the incompatibility of SunTrust and Wachovia as merger partners.

As we are sure you are aware, Wachovia’s board has a long and thorough knowledge of your company. In the fall of 1997 and again in the late fall of 2000, extensive due diligence was undertaken by both organizations in a good faith effort to ascertain the long-term benefits to our shareholders of merging our organizations.

In January of this year, Wachovia’s board reviewed very carefully its strategic options, including yet again a review of a possible merger with SunTrust. With our knowledge of your organization and its operations, the financial considerations and other important issues we must consider in the exercise of our business judgment, the board concluded that a combination of our institutions would not be advantageous to Wachovia’s shareholders.

On April 15, the Wachovia board approved and entered into a merger agreement with First Union. The Wachovia board of directors met again today to review the unsolicited proposal you publicly announced last week to acquire Wachovia. After giving it careful and objective consideration and with the advice of our financial and legal advisors, our board once again strongly reaffirmed its commitment to our strategic merger with First Union.

Our firmly held view is that a combination with SunTrust is simply the wrong transaction for Wachovia, its shareholders and other key constituencies. Our reasons for reaching this conclusion are set forth in greater detail in a letter we are sending to our shareholders (a copy of which is attached).

We hope that you will respect our decision and ask that you abandon your current strategy. We acted in good faith last fall when we mutually explored a possible SunTrust/Wachovia transaction – a concept we have each explored on numerous occasions to no avail. We agreed with the decision to terminate discussions following the unanimous determination of our senior management team that a SunTrust transaction was not in Wachovia’s best interests.

A continuation of your current efforts is not in anyone’s interest. The Wachovia board is committed to the First Union transaction, and we are confident that it will receive the support of our shareholders. Continued efforts on SunTrust’s part will be expensive, time-consuming and disruptive to the customers and employees of both of our organizations and distracting to our respective management teams. SunTrust lost $1.4 billion, or 7.4 percent of its total shareholder value, on the day of announcement. Further hostile actions will not serve SunTrust’s or Wachovia’s best interests.

We sincerely urge you to respect our decision and to withdraw. We think we will both serve our shareholders, customers, employees and communities best by competing in the banking business.

Sincerely,

L. M. Baker, Jr., Chairman, President 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.}