authorities and RSFC shareholders and is expected to close in the first quarter of 2001. The transaction is structured as a purchase and will result in after-tax integration expenses of approximately $8 million. Republic Security agreed to a termination fee of $15 million in connection with the transaction.

      The acquisition will continue to build on Wachovia's presence in Florida, which Wachovia entered in 1997 through the acquisition of Ameribank Bancshares and 1st United Bancorp. Following completion of the merger, Wachovia will rank 10th in the state based on deposits and third in Palm Beach County, the third-largest banking market in the state based on deposits. Wachovia's presence also will be enhanced in Dade and Broward counties, the two largest banking markets in the state.

      “The merger will bring more than 178,000 new customers to Wachovia, providing abundant opportunities to offer the broad array of Wachovia services, including retail financial services, asset and wealth management and commercial banking,” said Stanhope A. Kelly, head of Wachovia's Banking Division.

      “This will enable Wachovia to strengthen its current presence in the Florida market, particularly in Palm Beach and Ft. Lauderdale,” said D. Gary Thompson, Wachovia chief executive officer for Georgia and Florida Banking. “It also will give us entry into the highly attractive Miami market.”

      Republic Security Financial Corporation, which has 850 employees, has four primary operating groups: business banking, personal banking, mortgage banking and trust and investments. In addition, through its RS Maritime Corporation subsidiary, operating as First New England Financial, the company offers marine lending across the United States.

      “This merger is the culmination of many years of building our business and preparing to deliver a first-rate business combination,” said Rudy E. Schupp, chairman, chief executive officer and president of Republic Security, who will become chairman of Florida Banking for Wachovia. “It is appropriate at this time that we join with a major national bank that shares our customer service focus to continue building the best bank in Florida.”

      Wachovia expects to achieve significant cost and revenue synergies by eliminating redundant support functions and facilities and expanding product offerings to Republic Security's customer base.

      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 Sept. 30, 2000, Wachovia had assets of $72 billion. Member companies offer consumer and commercial banking, bank card, asset and wealth management, capital markets and investment banking, brokerage and insurance services. Wachovia Bank, N.A. has nearly 700 offices and 1,400 ATMs in Florida, Georgia, North Carolina, South Carolina and Virginia.