Press Releases

The sale of the branches is part of the merger approval process to meet the Federal Reserve Board’s and the U.S. Department of Justice’s antitrust guidelines for the pending merger of equals between First Union and Wachovia. First Union shareholders approved the merger July 31. Based on preliminary voting results, Wachovia shareholders approved the merger Aug. 3, and the companies are awaiting certification of the Wachovia shareholder vote. The companies announced earlier today that the Federal Reserve Board has approved their merger application.

Branches acquired by National Commerce Financial in North Carolina and South Carolina will operate under the name Central Carolina Bank, and locations in Virginia and Georgia will take on the National Bank of Commerce name. Both banks are subsidiaries of National Commerce Financial Corporation.

The 38 First Union and Wachovia branches represent approximately $1.5 billion in deposits. The sales include deposits, loans and related premises and equipment and are contingent upon completion of the merger between First Union and Wachovia. National Commerce Financial and First Bancorp will offer employment to branch personnel.

"We were committed to finding buyers that best suited the needs of our customers, employees and communities," said Ben Jenkins, First Union vice chairman and head of General Banking for the new Wachovia. "National Commerce and First Bancorp have strong reputations that met our criteria, and I feel confident that customers will experience little or no disruption as a result of this transition."

Customers of these branches will begin to receive information shortly about the transition process and do not need to do anything at this time.

National Commerce Financial is acquiring the following branches:

First Bancorp is acquiring the First Union West Innes office, located at 215 West Innes St. in Salisbury. It will operate under the First Bank name.

First Union, 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. Online banking products and services can be accessed through.

Wachovia 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.

National Commerce Financial (NYSE:NCF) has $18 billion in assets and nearly 400 locations in nine southeastern states. Memphis, Tenn.-based NCF has its operations headquarters in Durham, N.C., and is a sales and marketing organization that delivers select financial and consulting services through a national network of banking affiliates and non-banking affiliates.

First Bancorp (Nasdaq:FBNC) is a bank holding company with $1.1 billion in assets based in Troy, N.C. Its principal activity is the ownership and operation of First Bank, a state-chartered bank that operates 43 branch offices in a 15-county market area centered in the central piedmont region of North Carolina.

_{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.}

_{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) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (7) 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; (8) changes in the U.S. and foreign legal and regulatory framework; and (9) 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.}

Additional Information

_{Stockholders are urged to read the definitive joint proxy statement/prospectus regarding the proposed transaction between First Union and Wachovia 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).}

_{Please note: Links to Web sites outside wachovia.com are provided for information purposes only. External sites are not owned, sponsored or endorsed by Wachovia, and Wachovia is not responsible for their content.}