EXHIBIT (24.2)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned directors of Wachovia Corporation (the
"Corporation") and each of us, do hereby make, constitute and appoint Kenneth W.
McAllister and William M. Watson, Jr., and each of them (either of whom may act
without the consent or joinder of the other), our attorneys-in-fact and agents
with full power of substitution for us and in our name, place and stead, in any
and all capacities, to execute for us and in our behalf the Registration
Statement under the Securities Act of 1933 on Form S-4 or other applicable forms
relating to one or more offerings of the Corporation's common stock, in
connection with the Corporation's acquisition involving Republic Security
Financial Corporation, and to sign any and all amendments (including
post-effective amendments) to the Registration Statement and to file the same,
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as we might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents and/or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This the 7th day of December 2000.
/s/ Robert S. McCoy, Jr
----------------------------- Vice Chairman, Treasurer
Robert S. McCoy, Jr. and Chief Financial Officer
/s/ David L. Gaines
-----------------------------
David L. Gaines Senior Vice President, Comptroller
and Assistant Treasurer
